AMENDMENT TO LOAN AGREEMENT

     AMENDMENT TO LOAN AGREEMENT ("AMENDMENT"),  dated as of ___________,  2000,
made by and between HORIZON PERSONAL  COMMUNICATIONS,  INC.  (hereinafter called
the "Borrower"),  a corporation existing under the laws of the State of Ohio and
RURAL TELEPHONE FINANCE COOPERATIVE  (hereinafter  sometimes called the "Lender"
and sometimes called the "RTFC"), a South Dakota cooperative association.

     WHEREAS,  Borrower  was a party to a  certain  Loan  Agreement  dated as of
August 29, 1997 (the "1997 Loan  Agreement")  between  itself and RTFC providing
for an extension of credit as evidenced by a secured  promissory note designated
OH 803-A-01 in the principal amount of $23,557,965;

     WHEREAS,  the  Borrower is a party to a certain Loan  Agreement  (the "2000
Loan Agreement") dated ___________________,  2000 by and between itself and RTFC
providing for an extension of credit as evidenced by a secured  promissory  note
designated OH 803-9002 in the principal amount of $40,500,000; and

     WHEREAS,  under the  terms of the 2000 Loan  Agreement,  the  extension  of
credit  and  advancement  of funds  called  for in the 2000  Loan  Agreement  is
conditioned  upon the amendment of certain terms and conditions of the 1997 Loan
Agreement;

     NOW THEREFORE  the parties  agree to the  following  amendments to the 1997
Loan Agreement:

1.   Section 1 is amended to add the following definition:

          "Annual Operating Cash Flow" for any fiscal year shall mean the sum of
     (a) pre-tax income, or deficit, as the case may be (excluding extraordinary
     gains,  the write-up of any asset and any investment  income or loss),  (b)
     total interest  expense  (including  capitalized,  accreted or paid-in-kind
     interest),  and (c) depreciation and amortization expense, as calculated on
     a consolidated  basis for the Borrower and all its  Subsidiaries,  plus any
     equity capital raised by the Borrower over and above the  corresponding per
     annum amounts set forth in Schedule 1, Items 8B and C of of Borrower's 2000
     Loan Agreement.

2.   Section 6.04 is amended to read as follows:

     6.04.  Financial  Covenants.  To operate its  business as to achieve on the
     last day of each fiscal year ending December 31st, the thresholds set forth
     below.

     (a)  Annual  Operating Cash Flow:  Borrower shall achieve Annual  Operating
          Cash Flow as in amounts in excess of:

          2000        N/A           2002                    $  6,482,000
          2001        N/A           2003                    $ 17,902,000
                                    2004 and thereafter     $ 29,015,000

     (b)  Minimum Population  Coverage:  Borrower shall design and build-out its
          PCS  network so that the area  covered by the  Borrower in its markets
          (including  network and  wholesale  markets) for which full service is
          available to subscribers  shall have a population  equal to or greater
          than the numbers  established  as of the  calendar  year-end set forth
          below as follows:

          2000                      2,904,000
          2001                      3,113,000
          2002 and thereafter       3,129,000

     (c)  Wireless  Subscribers:  Borrower shall have total wireless subscribers
          equal to or greater than the numbers established as follows:

          2000      39,000         2002                    102,000
          2001      70,000         2003                    134,000
                                   2004 and thereafter     166,000

     (d)  Debt Service Coverage Ratio: Borrower shall achieve a DSC of an amount
          that exceeds the ratio set forth below:

          2000      N/A            2003                        1.10:1.0
          2001      1.0:1.0        2004                        1.10:1.0
          2002      1.0:1.0        2005 and thereafter         1.25:1.0

     (e)  Leverage  Ratio:  Borrower shall achieve a Leverage Ratio of an amount
          not exceeding the ratio set forth below:

          2000      N/A            2003                        6.0:1.0
          2001      N/A            2004                        5.0:1.0
          2002      10.0:1.0       2005 and thereafter         4.0:1.0

3.   Except as expressly  amended herein,  all other terms and conditions of the
     1997 Loan Agreement remain unchanged and in full force and effect.

<PAGE>


     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused to be
executed this Amendment under seal as of the date first above written.

                                         HORIZON PERSONAL COMMUNICATIONS, INC.

                                         By: _________________________________

                                         Title: ______________________________

Attest: _____________________________
                Secretary


                                         RURAL TELEPHONE FINANCE COOPERATIVE


                                         By: ________________________________
(SEAL)                                   Title: Assistant Secretary-Treasurer


Attest: _____________________________
        Assistant Secretary-Treasurer