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                                                                   Exhibit 10.30

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into and effective as of April 8,
2002, by and between VALOR TELECOMMUNICATIONS, LLC (the "Company"), a Delaware
limited liability company, and JOHN J. MUELLER (the "Employee").

AGREEMENT:

         NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:

         Whereas the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and the
Employee is willing to accept such employment with the Company on a full-time
basis, all in accordance with the terms and conditions set forth below;

         1.       EMPLOYMENT.

                  1.1 Employment with the Company. The Company hereby agrees to
employ the Employee, and the Employee hereby agrees to accept such employment
with the Company, commencing on April 8, 2002 (the "Commencement Date") and
continuing for the period set forth in Section 2 hereof, all upon the terms and
conditions hereinafter set forth.

                  1.2 Restrictions on Employee. Except as previously disclosed
to the Company in writing by the Employee, the Employee affirms and represents
that as of the commencement of his employment by the Company on the Commencement
Date, he will be under no obligation to any former employer or other party which
is in any way inconsistent with, or which imposes any restriction upon, the
Employee's acceptance of employment hereunder with the Company, the employment
of the Employee by the Company or the Employee's undertakings under this
Agreement.

         2.       TERM OF EMPLOYMENT.

                  2.1 Initial Term. Unless earlier terminated as provided in
this Agreement, the term of the Employee's employment under this Agreement shall
be for a period beginning on the Commencement Date and ending on April 7, 2007
(the "Initial Term").

                  2.2 Renewal Term. The term of the Employee's employment under
this Agreement shall be automatically renewed for additional one-year terms
(each a "Renewal Term") upon the expiration of the Initial Term or any Renewal
Term unless the Company or the Employee delivers to the other, at least ninety
(90) days prior to the expiration of the Initial Term or the then current
Renewal Term, as the case may be, a written notice specifying that the term of
the Employee's employment will not be renewed at the end of the Initial Term or
such Renewal Term, as the case may be. The period from the Commencement Date
until April 7, 2007 or, in the event that the Employee's employment hereunder is
earlier terminated as provided herein or renewed as provided in this Section
2.2, such shorter or longer period, as the case may be, is hereinafter called
the "Employment Term".
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         3.       DUTIES.

                  3.1 Initial Position. The Employee shall be employed initially
as Executive Vice President and Chief Operating Officer of the Company, shall
faithfully perform and discharge such duties as inhere in the position of
Executive Vice President and Chief Operating Officer of the Company and as may
be specified in the Limited Liability Company Agreement of the Company with
respect to such position, and shall also perform and discharge such other duties
and responsibilities consistent with such position as the President and Chief
Executive Officer shall from time to time determine. The Employee shall report
to the President and Chief Executive Officer of the Company.

                  3.2 Anticipated Position. The Company acknowledges that one of
its objectives in employing the Employee is to promote the Employee to the
position of President and Chief Operating Officer on or before December 31,
2002. The Board of Directors shall make the determination to change the
Employee's title and increase his responsibilities based on the Board of
Director's evaluation of the Employee's performance during 2002. If the Board of
Directors so promotes the Employee, the Employee will report to the Company's
Chief Executive Officer.

                  3.3 Location. The Employee shall perform his duties
principally at offices of the Company in Dallas, Texas, with such travel to such
other locations from time to time as the President and Chief Executive Officer
may reasonably prescribe.

                  3.4 Full Efforts. Except as may otherwise be approved in
advance by the Chief Executive Officer and except during vacation periods and
reasonable periods of absence due to sickness, personal injury or other
disability and reasonable devotion of time to the Employee's personal financial
affairs, the Employee shall devote his full business time throughout the
Employment Term to the services required of him hereunder. The Employee shall
render his business services exclusively to the Company and its subsidiaries
during the Employment Term and shall use his best efforts, judgment and energy
to improve and advance the business and interests of the Company and its
subsidiaries in a manner consistent with the duties of his position.
Notwithstanding the foregoing, the Employee shall be entitled to participate as
a director or advisor to one or more associations, businesses or community or
charitable organizations in the Dallas/Ft. Worth area, so long as such activity
does not (i) involve a substantial amount of the Employee's time. (ii) impair in
any material respect the Employee's ability to perform his duties under this
Agreement or (iii) violate the provisions of Section 9 of this Agreement; and
shall be entitled to serve as an outside director of one of the public companies
affiliated with Welsh, Carson, Anderson and Stowe so long as serving in that
position is consistent with the Employee's duties to the Company.

         4.       SALARY, BONUS AND SIGNING BONUS.

                  4.1 Salary. As compensation for the performance by the
Employee of the services to be performed by the Employee hereunder during the
Employment Term, the Company shall pay the Employee a base salary at the annual
rate of Three Hundred Twenty Five Thousand Dollars ($325,000) (said amount,
together with any increases thereto as may be determined from time to time no
less frequently than annually by the Chief Executive Officer in


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its sole discretion, being hereinafter referred to as "Salary"). Any Salary
payable hereunder shall be paid in regular intervals in accordance with the
Company's payroll practices from time to time in effect.

                  4.2 Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount targeted at 100% of
his Salary in accordance with the Company's management bonus plan as in effect
from time to time (pro rated for any portion of a fiscal year occurring during
the Employment Term, excluding the first year of the term), in each case as may
be determined by the Chief Executive Officer in his sole discretion on the basis
of performance-based criteria consistent with the Company's business plan to be
established by the Chief Executive Officer in its sole discretion and disclosed
to the Employee prior to the commencement of each fiscal year of the Company.
With respect to the period from April 1, 2002 through December 31, 2002, the
Employee shall receive a minimum bonus of $227,500 (70% of target) whether or
not the Company achieves the performance criteria of the management bonus plan.

                  4.3 Signing Bonus. In connection with the execution and
delivery by the Employee of this Agreement and in consideration of certain
compensation that the Employee will not receive from his prior employer as a
result of the commencement of the Employee's employment by the Company
hereunder, the Company shall pay the Employee a one-time bonus in an amount
equal to $100,000 no more than forty-five days after the Commencement Date. If
the Employee terminates his employment hereunder for any reason whatsoever
(whether by reason of retirement, resignation, notice of non-renewal or
otherwise), other than for "Good Reason" he shall reimburse the Company $50,000
if such termination occurs on or before December 31. 2002.

         5.       OTHER BENEFITS; EQUITY INTERESTS.

                  5.1 General. During the Employment Term, the Employee shall:

                    (a) be eligible to participate at a level commensurate with
his position in any employee equity purchase plans or programs that may be
adopted for the benefit of the Company's officers or employees generally and in
any employee fringe or other employee benefits and pension and/or profit sharing
plans that may be provided by the Company for its senior executive employees in
accordance with the provisions of any such plans, as the same may be in effect
from time to time;

                    (b) be eligible to participate in any medical and health
plans and other employee welfare benefit plans that may be provided by the
Company for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from lime to time;

                    (c) be entitled to the number of paid vacation days in each
calendar year determined by the Company from time to time for its senior
executive officers, provided that such number of paid vacation days in each
calendar year shall not be less than



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twenty work days (four calendar weeks); the Employee shall also be entitled to
all paid holidays and personal days given by the Company to its senior executive
officers;

                    (d) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to senior
executive employees from time to time; and

                    (e) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's normal
policies from time to time in effect.

The Company will obtain for the benefit of the Employee (i) term life insurance
coverage providing death benefits to beneficiaries designated by the Employee
equal to four times Salary, but not less than $1,300,000. and (ii) long-term
disability insurance coverage providing the Employee with long-term disability
benefits equal to 60% of his Salary payable on and after the 181st day of the
Employee's qualifying disability, provided, however, that (x) annual premiums
for the insurance coverage described in (i) and (ii) above cannot exceed $25.000
and (y) the foregoing assumes the insurability of the Employee. The Company and
the Employee agree that the Employee's existing life and disability insurance
policies may, if permitted to be carried over to the Company, wholly or
partially satisfy the Company's obligations under this paragraph (subject
nevertheless to clause (x) above). In the event that the annual premiums for the
insurance coverage described in (i) and (ii) above would exceed $25,000, then,
at the Employee's option, either (A) the coverage will be reduced to the extent
necessary to keep the annual premiums under $25,000 or (B) the Employee shall
pay the amount of such excess.

                  5.2 Southwest Options. In connection with the execution and
delivery of this Agreement by the Employee, the Company is causing Valor
Telecommunications Southwest, LLC. ("Southwest") to grant to the Employee
options to purchase 800,000 Class B Common Interests of Southwest at an exercise
price of $1 (one dollar) per Interest, which Class B Common Interests shall vest
20% of the Class B Common Interests on each of the first, second, third, fourth
and fifth anniversaries of the Commencement Date on which the Employee continues
to be employed on a full time basis by the Company. The option agreement setting
forth the terms of the options shall provide for accelerated vesting under the
following conditions:

                    (a) in the event that an Acceleration Event (as hereinafter
defined) occurs prior to the first anniversary of the Commencement Date, then an
additional 30% of the options shall vest (for a total of 50% vested options);
and

                    (b) in the event that an Acceleration Event (as hereinafter
defined) occurs on or after the first anniversary of the Commencement Date (as
defined in the 2000 Equity Incentive Non-Qualified Option Agreement), then 100%
of the options shall vest.

For purposes of this Agreement and the Valor Management Holding Company, LLC
Executive Subscription Agreement, "Acceleration Event" means (1) termination of
the Employee's employment by the Company pursuant to clause (d) of Section 7.1
below or within one year following Change in Control as defined in the Valor
Telecommunications Southwest, LLC 2000


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Equity Incentive Non-Qualified Option Agreement, (2) by the Company if the
Employee was terminated other than "for cause" or (3) by the Employee pursuant
to clause (e) of said Section 7.1.

Except for "Acceleration Event", "Good Reason" and "For Cause", as defined
below, the terms and conditions of the Valor Telecommunications Southwest, LLC
2000 Equity Incentive Non-Qualified Option Agreement shall govern the grant of
options.

                  5.3 Relocation Expenses. The Company shall pay for the
reasonable and necessary expenses incurred by the Employee in relocating his
principal residence to the vicinity of the Company's executive offices in
Dallas, Texas, and reasonable living expenses incurred by the Employee during
the six-month period beginning on the Commencement Date, to include apartment
rental, cleaning and laundry expenses, provided that the total of all such
payments made under this Section 5.4 shall not exceed $100,000 in the aggregate
and if such payments are less than $100,000 in the aggregate, the Company shall
pay the Employee the difference between $100,000 and such payments as additional
compensation.

         6. CONFIDENTIAL INFORMATION. The Employee hereby covenants, agrees and
acknowledges as follows:

                  6.1 Access to Confidential information. The Employee has and
will have access to and will participate in the development of or be acquainted
with confidential or proprietary information and trade secrets related to the
business of the Company and any present or future subsidiaries or affiliates of
the Company (collectively with the Company, the "Companies"), including but not
limited to (i) customer lists; related records and compilations of information;
the identity. lists or descriptions of any new customers. Referral sources or
organizations; financial statements; cost reports or other financial
information; contract proposals or bidding information; business plans; training
and operations methods and manuals; personnel records; software programs;
reports and correspondence; and management systems, policies or procedures,
including related forms and manuals; (ii) information pertaining to future
developments such as future marketing or acquisition plans or ideas, and
potential new business locations and (iii) all other tangible and intangible
property, which are used in the business and operations of the Companies but not
made public. The information and trade secrets relating to the business of the
Companies described hereinabove in this paragraph (a) are hereinafter referred
to collectively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (x) that is or
becomes generally publicly available (other than as a result of violation of
this Agreement by the Employee), (y) that the Employee receives on a
nonconfidential basis from a source (other than the Companies or their
representatives) that is not known by him to be bound by an obligation of
secrecy or confidentiality to any of the Companies or (z) that was in the
possession of the Employee prior to disclosure by the Companies.

                  6.2 Non-Disclosure and Non-Use. The Employee shall not
disclose, use or make known for his or another's benefit other than for the
benefit of the Company and its affiliates any Confidential Information or use
such Confidential Information in any way. The Employee may disclose Confidential
Information when required by a third party and applicable law or judicial
process, but only after providing immediate notice to the Company of any third


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party's request for such information, which notice shall include the Employee's
intent to disclose any Confidential Information with respect to such request.

                  6.3 No Remedy at Law. The Employee acknowledges and agrees
that a remedy at law for any breach or threatened breach of the provisions of
this Section 6 would be inadequate and, therefore, agrees that the Companies
shall be entitled to seek injunctive relief in addition to any other available
rights and remedies in case of any such breach or threatened breach by the
Employee; provided, however, that nothing contained herein shall be construed as
prohibiting the Companies from pursuing any other rights and remedies available
for any such breach or threatened breach.

                  6.4 Return of Confidential Information. The Employee agrees
that upon termination of his employment with the Company for any reason, the
Employee shall forthwith return to the Company all Confidential Information in
whatever form maintained (including, without limitation, computer discs and
other electronic media).

                  6.5 Survival. The obligations of the Employee under this
Section 6 shall, except as otherwise provided herein, survive the termination of
the Employment Term and the expiration or termination of this Agreement.

                  6.6 Binding Effect. Without limiting the generality of Section
10 hereof, the Employee hereby expressly agrees that the foregoing provisions of
this Section 6 shall be binding upon the Employee's heirs, successors and legal
representatives.

         7.       TERMINATION.

                  7.1 Termination of Employment. The Employee's employment
hereunder shall be terminated upon the occurrence of any of the following:

                           (a)      death of the Employee;

                           (b) if Employee becomes physically or mentally
incapacitated or disabled so that he is unable to perform for the Company
substantially the same services as he performed prior to incurring such
incapacity or disability (the Company, at its option and expense, is entitled to
retain a physician reasonably acceptable to the Employee to confirm the
existence of such incapacity or disability, and the determination of such
physician shall be binding upon the Company and the Employee, and such
incapacity or disability exists for a period of one hundred eighty (180) or more
days, whether or not consecutive, within any period of twelve (12) consecutive
months;

                           (c) the Company giving written notice, at any time.
to the Employee that the Employee's employment is being terminated "for cause"
(as defined below);

                           (d) the Company giving written notice, at any time
(including, without limitation, following a change of control of the Company or
a sale of substantially all of the assets of the Company), to the Employee that
the Employee's employment is being terminated or is not being renewed, other
than pursuant to clause (a), (b) or (c) above;



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                           (e) the Employee terminates his employment hereunder
for "Good Reason" (as defined below); or

                           (f) the Employee terminates his employment hereunder
for any reason whatsoever (whether by reason of retirement, resignation. or
otherwise), other than for "Good Reason".

         The following actions, failures and events by or affecting the Employee
shall constitute "cause" for termination within the meaning of clause (c) above:
(A) has been convicted of a felony or a crime involving moral turpitude, or (B)
has used alcohol or drugs on an ongoing basis to an extent that materially
interferes with the performance by the Employee of his duties under this
Agreement, or (C) has embezzled or misappropriated Company funds or property, or
(D) has willfully and knowingly violated Section 6 hereof, or (E) has willfully
and continually failed to substantially. perform his duties hereunder (other
than any such failure resulting from mental or physical illness) after written
demand for substantial performance is delivered by the Board of Directors which
specifically identifies the manner in which the Board of Directors believes the
Employee has not substantially performed his duties and the Employee fails to
cure his nonperformance within fifteen (15) business days of receiving such
notice. Notwithstanding the occurrence of any event listed in clauses (A)
through (E) above, the Employee shall not be deemed to have been terminated for
cause without (1) reasonable notice to the Employee setting forth the reasons
for the Company's intention to terminate for Cause. (2) an opportunity for the
Employee. together with his counsel, to be heard before the Board of Directors.
and (3) delivery to the Employee of a notice of termination from the Board of
Directors finding that in the good faith opinion of a majority of the Board of
Directors was guilty of the conduct referred to in such notice.

         For purposes of this Agreement, "Good Reason" means (1) any material
breach by the Company of its obligations under this Agreement, (2) any
substantial diminution of the Employee's responsibilities as an officer of the
Company. as set forth in this Agreement and the Company's Limited Liability
Company Agreement, and in each such case, such breach or diminution shall
continue unremedied for a period of fifteen (15) days after written notice
thereof to the Company, (3) any change in the officer of the Company to whom the
Employee reports from Ken Cole, (4) any change in the Company's Chief Executive
Officer, or (5) any requirement by the Company that the Employee relocate to a
geographic area to which he objects.

                  7.2 Severance Compensation. In the event that the Employee's
employment is terminated by the Company pursuant to clause (d) of Section 7.1
above or by the Employee pursuant to clause (e) of said Section 7.1, whether
during the Initial Term or during any Renewal Term pursuant to Section 2.2
above, then (i) the Company shall pay to the Employee, as severance pay or
liquidated damages or both, monthly payments at the rate per annum of his Salary
at the time of such termination for a period of twelve (12) months after such
termination plus 100% of the Employee's target bonus provided for in Section 4.2
with respect to the fiscal year in which such termination occurs (such bonus to
be payable within thirty days after the close of such fiscal year and (ii) the
Company shall continue to provide the Employee with life insurance and medical
and health insurance coverage at levels comparable to those in effect prior to
such termination for a period from the date of such termination to the earlier
to occur of (x)

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the date which is twelve (12) months after such termination and (y) the date
upon which the Employee becomes eligible to be covered for such benefits through
his employment with another employer at no greater cost to the Employee.

                  7.3 No Other Compensation. Notwithstanding anything to the
contrary expressed or implied herein, except as required by applicable law and
except as set forth or described in Section 7.2 above, the Company (and its
affiliates) shall not be obligated to make any payments to the Employee or on
his behalf of whatever kind or nature by reason of the Employee's cessation of
employment (including, without limitation, by reason of termination of the
Employee's employment by the Company for "cause"), other than (i) such amounts,
if any, of his Salary as shall have accrued and remained unpaid as of the date
of said cessation and (ii) such other amounts, if any, which may be then
otherwise payable to the Employee pursuant to the terms of the Company's
benefits plans or pursuant to clause (e) of Section 5.1 above.

                  7.4 No Interest Payable. No interest shall accrue on or be
paid with respect to any portion of any payments hereunder.

         8.       NON-ASSIGNABILITY.

                  8.1 General Prohibition. Neither this Agreement nor any right
or interest hereunder shall be assignable by the Employee or his beneficiaries
or legal representatives without the Company's prior written consent; provided,
however, that nothing in this Section 8.1 shall preclude the Employee from
designating a beneficiary to receive any benefit payable hereunder upon his
death or incapacity. This Agreement may not be assigned by the Company except
with the Employee's prior written consent, provided, however, that the Company
may assign this Agreement to an affiliate of the Company with the financial
resources to fulfill the Company's obligations hereunder. and provided further
that any such assignment will not relieve the Company of its obligations
hereunder.

                  8.2 No Assignment of Right to Payments. Except as required by
law, no right to receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge.
pledge, or hypothecation or to exclusion, attachment, levy or similar process or
to assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

         9.       RESTRICTIVE COVENANTS.

                  9.1 Competition. During the Employment Term and in the event
the Employee's employment is terminated (x) by the Company pursuant to clause
(c) of Section 7.1 above or (y) by the Employee as provided in clause (f) of
said Section 7.1. during the twelve (12) month period following such
termination, the Employee will not directly or indirectly (as a director,
officer, executive employee, manager, consultant, independent contractor,
advisor or other-wise) engage in competition with, or own any interest in,
perform any services for, participate in or be connected with any business or
organization which engages in competition with any of the Companies within the
meaning of Section 9.4, provided, however, that the provisions of this Section 9
shall not be deemed to prohibit (A) the Employee's ownership of not more than
two percent (2%) of the total shares of all classes of stock outstanding of any
publicly


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held company, or ownership, whether through direct or indirect stock holdings or
(B) any of the current activities permitted by the last sentence of Section 3.

                  9.2 Non-Solicitation. During the Employment Term and in the
event the Employee's employment is terminated (x) by the Company pursuant to
clause (c) of Section 7.1 above or (y) by the Employee as provided in clause (f)
of said Section 7.1, during the twelve (12) month period following such
termination, the Employee will not directly or indirectly induce or attempt to
induce any employee of any of the Companies to leave the employ of the Company
or such subsidiary or affiliate, or in any way interfere with the relationship
between any of the Companies and any employee thereof.

                  9.3 Non-lnterference. During the Employment Term and, in the
event the Employee's employment is terminated (x) by the Company pursuant to
clause (c) or (d) of Section 7.1 above or (y) by the Employee as provided in
clause (f) of said Section 7.1, during the twelve (12) month period following
such termination, the Employee will not directly or indirectly hire, engage,
send any work to, place orders with, or in any manner be associated with any
supplier, contractor, subcontractor or other business relation of any of the
Companies if such action by him would have an adverse effect on the business,
assets or financial condition of any of the Companies, or materially interfere
with the relationship between any such person or entity and any of the
Companies.

                  9.4 Certain Definitions. For purposes of this Section 9, a
person or entity (including, without limitation, the Employee) shall be deemed
to be a competitor of one or more of the Companies, or a person or entity
(including, without limitation, the Employee) shall be deemed to be engaging in
competition with one or more of the Companies, if such person or entity
conducts, or, to the knowledge of the Employee, plans to conduct, the Specified
Business (as hereinafter defined) as a significant portion of its business in
any of the local telephone exchange markets served by the Companies. For
purposes of this Agreement. "Specified Business" means (A) providing local
telephone service or engaging in a business conducted by the Company at the time
of termination of the Employee's employment with the Company or (D) conducting,
operating, carrying out or engaging in the business of managing any entity
described in clause (A).

                  9.5 Certain Representations of the Employee. In connection
with the foregoing provisions of this Section 9, the Employee represents that
his experience, capabilities and circumstances are such that such provisions
will not prevent him from earning a livelihood. The Employee further agrees.
that the limitations set forth in this Section 9 (including, without limitation,
time and territorial limitations) are reasonable and properly required for the
adequate protection of the current and future businesses of the Companies. It is
understood and agreed that the covenants made by the Employee in this Section 9
(and in Section 6 hereof) shall survive the expiration or termination of this
Agreement.

                  9.6 Injunctive Relief. The Employee acknowledges and agrees
that a remedy at law for any breach or threatened breach of the provisions of
Section 9 hereof would be inadequate and, therefore. agrees that the Company and
any of its subsidiaries or affiliates shall be entitled to seek injunctive
relief in addition to any other available rights and remedies in cases of any
such breach or threatened breach; provided, however, that nothing contained
herein shall



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be construed as prohibiting the Company or any of its affiliates from pursuing
any other rights and remedies available for any such breach or threatened
breach.

                  10. BINDING EFFECT. Without limiting or diminishing the effect
of Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.

                  11. NOTICES. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the Company
at the Company's principal place of business, and if to the Employee, at his
home address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.

                  12. LAW GOVERNING. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

                  13. SEVERABILITY. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction against
the Employee, the provisions of such Section 6 or 9 shall not be rendered void
but shall apply with respect to such extent as such court may judicially
determine constitutes a reasonable restriction under the circumstances. If any
part of this Agreement other than Section 6 or 9 is held by a court of competent
jurisdiction to be invalid, illegible or incapable of being enforced in whole or
in part by reason of any rule of law or public policy, such part shall be deemed
to be severed from the remainder of this Agreement for the purpose only of the
particular legal proceedings in question and all other covenants and provisions
of this Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other covenant
or provision.

                  14. WAIVER. Failure to insist upon strict compliance with any
of the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at anyone or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

                  15. ENTIRE AGREEMENT; MODIFICATIONS. Unless otherwise
specified, this Agreement constitutes the entire and final expression of the
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral and written, between the parties hereto
with respect to the subject matter hereof. This Agreement may be modified or
amended only by an instrument in writing signed by both parties hereto.

                  16. COUNTERPARTS. This Agreement may be executed in two or
more counterparts. each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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         IN WITNESS WHEREOF. the parties have entered into this Agreement as of
the date first written above.

                                /s/ John J. Mueller
                                -----------------------------------------------
                                JOHN J. MUELLER
                                         ("Employee")



                                VALOR TELECOMMUNICATIONS, LLC

                                By: /s/ Kenneth R. Cole
                                    -------------------------------------------
                                Title: President and Chief Executive Officer
                                       -------------------------------------
                                        ("the Company")