SERVICES AGREEMENT


     THIS SERVICES AGREEMENT (the "Agreement"),  made and entered into as of the
___ day of June, 2000, by and between Horizon Personal Communications,  Inc., an
Ohio company ("Percom"),  and United  Communications,  Inc. ("United"),  an Ohio
company.

                               W I T N E S S E T H:

     WHEREAS,  effective  April  1,  2000,  Percom  sold its  internet  and long
distance assets to United; and

     WHEREAS,  United  desires  for Percom to  provide  and Percom is willing to
furnish  certain  customer  relations  services  upon the terms  and  conditions
hereinafter set forth; and

     NOW,  THEREFORE,  in  consideration of the promises,  the  representations,
warranties  and  covenants  herein  contained,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

                                ARTICLE I - TERM

     A. Initial Term.  The initial term (the "Initial  Term") of this  Agreement
shall  commence  on the date  hereof and shall  continue  until the first  (1st)
------------  anniversary  of such date,  subject to renewal or  termination  as
provided below.

     B. Renewal Terms.  Following expiration of the Initial Term, this Agreement
will  automatically  renew for successive  three (3) month terms,  unless either
party  hereto  notifies  the other party in writing of its election not to renew
this  Agreement  thirty (30) days prior to the expiration of the Initial Term or
the then current  term,  as the case may be. As used in this  Agreement,  "Term"
shall mean the Initial Term, and, if applicable, any renewal terms.

                        ARTICLE II - DEFAULT; TERMINATION

     Either party hereto may terminate this  Agreement by providing  thirty (30)
days  prior  written  notice  to the other  party  that it will  terminate  this
Agreement.

                      ARTICLE III - SERVICES TO BE PROVIDED

     A. Customer  Activation.  Percom will activate  long-distance  and internet
communication  service ("Customer  Activation") for the customers of United (the
"Customers") only as requested by United in writing.  Customer  Activation shall
include  activating   Customer's   accounts  and  placing   appropriate  billing
information  in the  billing  database.  Additionally,  prior  to  activating  a
potential  Customer,  Percom  will  cause  to be  performed  a  credit  check to
determine credit worthiness and future spending limits of a potential  customer.
For Customer Activation services,  United shall pay compensation to Percom based
on the terms set forth below.  With respect to credit checks, to the extent that
Percom  directly pays the credit check service  provider,  United will reimburse
Percom as set forth below.

     B. Customer Deactivation. Percom will deactivate long-distance and internet
communication  service  ("Customer  Deactivation")  for  the  Customers  only as
requested by United in writing. Customer Deactivation shall include deactivating
Customer  accounts and placing  appropriate  billing  information in the billing
database.  Customer Deactivation shall be undertaken when a Customer requests to
discontinue  service,  fails to satisfy the  conditions of service,  or in other
instances  in which  United so requests.  For  Customer  Deactivation  services,
United shall pay compensation to Percom based on the terms set forth below.

     C.  Billings.  As  requested  by United,  Percom will make all billings and
collections  from Customers  served by United at rates  established from time to
time by  United  and  approved  by  regulatory  bodies,  when such  approval  is
required.  Percom shall deposit  promptly all such  collections to the credit of
United in such bank or banks as United shall designate.

     D. Customer Care Payments or  Obligations.  United will be responsible  for
paying  all direct  expenses  for other  customer  care/retention  services  and
activities, including without limitation non-recurring charges, expenses arising
from changes to billing databases which are specific to United, programming fees
and software charges  directly  related to providing  current or future customer
care support to the Customers of United. To the extent that Percom directly pays
any of such expenses directly to third parties, United shall reimburse Percom in
accordance with the terms and conditions set forth below.

     E. Computer.  Percom will provide AS400  computer  access to United for its
use. Percom agrees to provide computer service to United for Customer billing.


<PAGE>



                            ARTICLE IV - COMPENSATION

     Unless otherwise agreed to by the parties,  all services provided by Percom
for the benefit or at the request of United  pursuant to this Agreement shall be
charged monthly as follows:

     A. Direct labor  charges  shall be assessed  based on time reports of hours
devoted to United at the  established  rate per hour of each employee  involved.
Related labor overhead  costs shall be charged to United as a percentage  (based
on direct labor) of such costs,  including,  but not limited to,  payroll taxes,
payroll insurance and labor fringe benefits to the direct labor of that month.

     B. Transportation costs shall be allocated on miles or hours of use.

     C. To the extent  practicable,  other  expenses,  reimbursements,  or costs
incurred  which are directly  assignable to United shall be charged  directly to
United.

     D. The costs of Services  performed under this Agreement  include,  without
limitation:

          (i)  Where applicable, tariff rates.

          (ii) Salaries,  wages,  fees and other  compensation  of  personnel or
               outside consultants performing the Services, including all travel
               and other expenses of such personnel and such consultants.

          (iii)Land and buildings - occupancy and utility (mortgage,  telephone,
               heat, light, electric service, etc.), unless otherwise charged to
               United.

          (iv) Depreciation  and/or  rental on all office  furniture,  fixtures,
               business machines, postage meters and other specialized equipment
               required.

          (v)  All reasonable  maintenance  charges and property taxes on office
               furniture,  fixtures, business machines, postage meters and other
               specialized equipment.

          (vi) Insurance,  including public  liability and property damage,  and
               costs of meeting workers compensation requirements.

          (vii)All payroll taxes levied by federal,  state, city or other taxing
               authorities  applicable to employees  engaged in  performing  the
               Services.

          (viii)  Compensation  shall be limited to an amount no more or no less
               favorable than that amount charged to a third party.

     E. All other costs of service  provided by Percom to United,  not  directly
assignable, shall be allocated to United and others on the basis of the FCC Part
32 System  of  Accounts  and the Part 64 cost  allocation  methodology.  If such
methodology  is  subsequently  changed,   Percom  shall  maintain  adequate  and
sufficient documentation to explain such change.

     F. In addition,  United will pay Percom Four  Thousand  and No/100  Dollars
($4,000.00) each and every month of the Term,  payable on the first (1st) day of
the month for each month of the Term.

                               ARTICLE V - RECORDS

     A. Access to Records. United, through authorized representatives,  shall at
all times  during  reasonable  business  hours  have  access to and the right to
inspect and make copies of any and all books,  records and  accounts,  invoices,
contracts,  canceled  checks,  payrolls and other  documents and papers of every
kind held by Percom that pertain in any way to United or its operations.

     B. Regular Reports.  The parties agree that regular reports,  in detail, of
all services  provided by Percom for the account of or benefit of United will be
supplied  to  United  in the  manner  and at all  the  times  which  United  may
reasonably request.

     C. Audit.  Percom must  maintain  books and records to support and document
any  fees,  costs,  expenses  or  other  charges  due in  connection  with  this
Agreement.  The records  must be  retained  for a period of at least three years
after the fees,  costs,  expenses or other charges to which such records  relate
have accrued and have been paid,  or such other longer period as may be required
by applicable law. On reasonable advance notice,  Percom must provide reasonable
access to its appropriate records to the independent auditors or other financial
representatives  selected by United for purposes of  conducting  an audit of the
fees,  costs,  expenses  or  other  charges  payable  in  connection  with  this
Agreement.  United will conduct the audit no more frequently  than annually.  If
the audit shows that Percom was  underpaid,  United  will,  unless the amount of
underpayment is contested,  pay to Percom the amount of the underpayment  within
ten days after United gives Percom  written notice of the  determination  of the
underpayment.  If the audit  determines  that Percom was overpaid,  Percom will,
unless the  amount is  contested,  pay to United  the amount of the  overpayment
within ten days after United determines that United was overpaid.  To the extent
a party contests such  overpayment/underpayment,  Article XI shall apply. To the
extent that Percom maintains  independent  books and records regarding the fees,
costs,  expenses or other charges due in connection with this Agreement,  Percom
must maintain such books and records and provide access rights to United, on the
same terms and conditions as set forth above.

                          ARTICLE VI - INDEMNIFICATION

     A.  Indemnification  by United.  United  shall  indemnify,  defend and hold
harmless Percom and its affiliates,  employees,  directors, officers, and agents
from and against  all  claims,  demands,  actions,  causes of actions,  damages,
liabilities,   losses,  and  expenses  (including  reasonable  attorney's  fees)
incurred as a result of:

          (i)  claims for damage to property and/or personal injuries (including
               death)  arising out of the  negligence or willful act or omission
               of United; and

          (ii) United's failure to perform any of its obligations hereunder.

     B.  Indemnification  by Percom.  Percom  shall  indemnify,  defend and hold
harmless United and its affiliates,  employees,  directors, officers, and agents
from and against  all  claims,  demands,  actions,  causes of actions,  damages,
liabilities,   losses,  and  expenses  (including  reasonable  attorney's  fees)
incurred as a result of:

          (i)  claims  for  damages  to  property   and/or   personal   injuries
               (including death) arising out of the negligence or willful act or
               omission of Percom; and

          (ii) Percom's failure to perform any of its obligations hereunder.

                     ARTICLE VII - CONFIDENTIAL INFORMATION

     A.  Confidentiality.  Each party  shall  each  preserve  the other  party's
confidential information disclosed to each party in connection with the services
provided  hereunder  with the same degree of care it uses in protecting  its own
confidential  or  proprietary  information  and shall not disclose,  directly or
indirectly,  such  information  to any third  party  without  the prior  written
consent of the other party.

                            ARTICLE VIII - INSURANCE

     A.  Percom's  Insurance  Requirements.  Percom  shall,  at its own expense,
obtain and keep in full force and effect at all times for the  duration  of this
Agreement,  with a  carrier  or  carriers  reasonably  satisfactory  to  United,
insurance policies of the following kinds and in the following amounts:

          (a) Workers' Compensation  Insurance in accordance with all applicable
     laws;

          (b)  Employer's   liability   insurance  with  limits  for  employer's
     liability of $1,000,000 per accident;

          (c)   Comprehensive   bodily  injury  and  property  damage  liability
     insurance,   including  automobile  insurance  and  contractual   liability
     insurance, in at least the following amounts:

Bodily  injury  to  any  one  person  $1,000,000  Bodily  injury  aggregate  per
occurrence  $1,000,000  Property damage in any one accident  $1,000,000 Property
damages aggregate per occurrence $1,000,000

     Upon request of United,  Percom shall furnish United  certificates  of such
insurance and/or copies of the applicable policies.

     B.  United's  Insurance  Requirements.  United  shall,  at its own expense,
obtain and keep in full force and effect at all times for the  duration  of this
Agreement,  with a  carrier  or  carriers  reasonably  satisfactory  to  Percom,
insurance policies of the following kinds and in the following amounts:

          (a) Workers' Compensation  Insurance in accordance with all applicable
     laws;

          (b)  Employer's   liability   insurance  with  limits  for  employer's
     liability of $1,000,000 per accident;

          (c)   Comprehensive   bodily  injury  and  property  damage  liability
     insurance,   including  automobile  insurance  and  contractual   liability
     insurance, in at least the following amounts:

Bodily  injury  to  any  one  person  $1,000,000  Bodily  injury  aggregate  per
occurrence  $1,000,000  Property damage in any one accident  $1,000,000 Property
damages aggregate per occurrence $1,000,000

     Upon request of Percom,  United shall furnish Percom  certificates  of such
insurance and/or copies of the applicable policies.

                           ARTICLE IX - FORCE MAJEURE

     Force Majeure.  If the  performance of this Agreement is interfered with by
any circumstance beyond the reasonable control of the party affected,  including
without  limitation  governmental  authority  to grant  any  consent,  approval,
waiver, or authorization or any delay on the part of any governmental  authority
in granting any consent,  approval,  waiver or  authorization,  manufacturer  or
equipment vendor delays or deficiencies  (including ability to process correctly
calendar  date-related  data), delays in repair or maintenance of cell sites due
to restricted  access by third parties,  delays or barriers to  construction  or
coverage  resulting  from local zoning  restrictions  or frequency  coordination
issues  with  incumbent  microwave  users,  acts of God,  such as  fire,  flood,
earthquake or other natural cause, terrorist events, riots,  insurrections,  war
or national emergency,  strikes, boycotts, lockouts or other labor difficulties,
the party affected by the force majeure is excused on a day-by-day  basis to the
extent of the  interference,  provided that such party shall use its  reasonable
best efforts to avoid or remove the causes of such nonperformance.

                              ARTICLE X - NOTICES

     A. Notices.  Notices under this Agreement shall be in writing and delivered
by certified  mail,  return  receipt  requested,  to the persons whose names and
business  addresses  appear below and such notice shall be effective on the date
of receipt or refusal thereof by the receiving Party.

    If to United:                       United Communications, Inc.
                                        68 E. Main Street
                                        Chillicothe, OH  45601
                                        Attn:  President

    If to Percom:                       Horizon Personal Communications, Inc.
                                        68 E. Main Street
                                        Chillicothe, Ohio 45601
                                        Attn:  President




                       ARTICLE XI - DISPUTES; ARBITRATION

     A. Voluntary Dispute Resolution. If United has a dispute over the amount of
any fees,  compensation,  charges or reimbursements  due or paid to Percom under
this Agreement,  United will  nevertheless  within the required time for payment
pay all  amounts  which are not in dispute  and supply  written  explanation  of
reasons for  disputing  the unpaid  amount.  The parties will  cooperate in good
faith to resolve any such disputes within a thirty (30) day period after the due
date of the original charges. If the dispute is not resolved during this period,
then either party may seek arbitration as provided in Section B hereof.

     B. Arbitration. Any dispute arising between Percom and United in connection
with this Agreement,  which is not settled to the mutual  satisfaction of Percom
and United  within  thirty (30) days (or such  longer  period as may be mutually
agreed upon) from the date either  party  informs the other in writing that such
dispute or  disagreement  exists,  shall be settled by arbitration  conducted in
Columbus,  Ohio in  accordance  with  the  Commercial  Arbitration  rules of the
American Arbitration  Association then in effect on the date that such notice is
given.  The  decision  of the  arbitrator  shall be final and  binding  upon the
parties  and  judgement  may be obtained  thereon by either  party in a court of
competent  jurisdiction.  Each  party  shall  bear  the  cost of  preparing  and
presenting its case. The cost of arbitration, including the fees and expenses of
the arbitrator, will be shared equally by the parties unless the award otherwise
provides.

                          ARTICLE XII - MISCELLANEOUS

     A. Assignment.  Neither party shall have the right to assign this Agreement
without  the  consent  in writing of the other  party;  except  that at any time
Percom in its sole  discretion may assign all of its rights to receive  payments
hereunder  to a lender  in  connection  with any  financing  obtained  from such
lender.

     B. No Partnership.  This Agreement does not constitute  either party as the
agent  or  legal  representative  of the  other  party  and  does  not  create a
partnership  or joint  venture  between  United and  Percom.  Except as provided
herein, neither party shall have any authority to enter into an agreement for or
bind the other party in any manner whatsoever.  This Agreement confers no rights
of any kind upon any third party.

     C. Entire Agreement.  This Agreement sets forth the entire understanding of
the  parties  and  supersedes  any and all  prior  agreements,  arrangements  or
understandings relating to the subject matter hereof.

     D.  Severability.  If any part of any  provision  of this  Agreement or any
other  agreement,  document or writing given  pursuant to or in connection  with
this Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity  only,  without in any way
affecting the remaining  parts of said provision or the remaining  provisions of
this Agreement.

     E. Governing Law. This Agreement is made pursuant to and shall be construed
and  enforced  in  accordance  with the  internal  laws in  force  in the  State
of Ohio.

     F.  Press  Releases.  Neither  party  shall  issue a news  release,  public
announcement, advertisement, or other form of publicity concerning the existence
of this Agreement or the supplies or services to be provided  hereunder  without
obtaining the prior written approval of the other party.

     G. Amendments. No provision hereof shall be altered, modified, rescinded or
limited  except by  written  agreement  expressly  referring  hereto  and to the
provisions  so altered,  modified and limited and signed by all parties  against
whom such  modification or limitation is asserted,  nor shall any such provision
be modified or limited by course of conduct or by usage of trade.

     H. Binding  Effect.  This Agreement  shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns.



                                 UNITED COMMUNICATIONS, INC.


                                 By:____________________________
                                 Name:__________________________
                                 Its:___________________________


                                 HORIZON PERSONAL COMMUNICATIONS, INC.


                                 By:____________________________
                                 Name:__________________________
                                 Its:___________________________