EMPLOYMENT AGREEMENT



                  EMPLOYMENT AGREEMENT, dated as of January 18, 2000, by and

between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability company (the

"Company"), and KENNETH R. COLE (the "Employee").



                                  WITNESSETH:



                  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;



                  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:



                  1. Employment.



                  (a)      The Company hereby agrees to employ the Employee, and

the Employee hereby agrees to accept such employment with the Company,

commencing on January 31, 2000 (the "Commencement Date") and continuing for the

period set forth in Section 2 hereof, all upon the terms and conditions

hereinafter set forth.



                  (b)      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.



                  (a)      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 February 7, 2003

(the "Initial Term").



                  (b)      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



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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 February 7, 2003 or, in the event that the Employee's employment hereunder

is earlier terminated as provided herein or renewed as provided in this Section

2(b), such shorter or longer period, as the case may be, is hereinafter called

the "Employment Term".



                  3. Duties. The Employee shall be employed as President and

Chief Operating Officer of the Company, shall faithfully perform and discharge

such duties as inhere in the position of 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 Board of Directors of the Company (the "Board of Directors")

shall from time to time determine. The Employee shall report to the Chief

Executive Officer of the Company. 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 Chief Executive Officer may reasonably

prescribe. Except as may otherwise be approved in advance by the Board of

Directors, and except during vacation periods and reasonable periods of absence

due to sickness, personal injury or other disability, 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.



                  4. Salary, Bonus and Signing Bonus.



                  (a)      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 Four Hundred Fifty Thousand Dollars ($450,000) (said amount, together

with any increases thereto as may be determined from time to time no less

frequently than annually by the Board of Directors in 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.



                  (b)      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



                                       2



{PAGE}



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 Board of

Directors in its sole discretion on the basis of performance-based criteria

consistent with the Company's business plan to be established by the Board of

Directors in its sole discretion and disclosed to the Employee prior to the

commencement of each fiscal year of the Company. In any event, the Employee

shall be entitled to receive a bonus of not less than $250,000 in respect of the

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