Exhibit 10.35 AMENDMENT ONE TO EMPLOYMENT AGREEMENT AMENDMENT ONE TO THE EMPLOYMENT AGREEMENT, dated February 28, 2000, by and between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability company, and its affiliates, subsidiaries, successors or...

                                                                   Exhibit 10.35

                                AMENDMENT ONE TO
                              EMPLOYMENT AGREEMENT

                  AMENDMENT ONE TO THE EMPLOYMENT AGREEMENT, dated February 28,
2000, by and between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability
company, and its affiliates, subsidiaries, successors or assigns, (the
"Company"), and Xxxxxxx Xxxxx (the "Employee").

                  WHEREAS, The Company and the Employee desire to modify the
EMPLOYMENT AGREEMENT in the following manner;

                  NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein and in the EMPLOYMENT AGREEMENT
dated February 28, 2000, the parties hereto hereby covenant and agree as
follows:

1.       Restrictive Covenants. Paragraph 9(d) of the EMPLOYMENT AGREEMENT is
deleted in its entirety and the EMPLOYMENT AGREEMENT is amended as follows:

                  (d)      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 (B) conducting, operating, carrying out or engaging in the business
         of managing any entity described in clause (A).

2.       All other terms of the EMPLOYMENT AGREEMENT shall remain in full force
and effect.



                  IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this AMENDMENT ONE TO THE EMPLOYMENT AGREEMENT.

                                                   VALOR TELECOMMUNICATIONS, LLC

                                                   By: /s/ Xxxxxxx X. Xxxx
                                                   -----------------------
                                                   Name: Xxxxxxx X. Xxxx
                                                   Title: President & CEO
                                                   Date: January  , 2002

                                                   /s/ Xxxxxxx Xxxxx
                                                   -----------------
                                                   Xxxxxxx Xxxxx
                                                   Date: January  , 2002

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