LEASE

     THIS LEASE (the "Lease"),  is made and entered into effective as of the 1st
day  of  May,  2000  by and  between  Chillicothe  Telephone  Company,  an  Ohio
corporation  ("Landlord")  and Horizon  Personal  Communications,  Inc., an Ohio
corporation ("Tenant").


                              W I T N E S S E T H:

     1. Demised Premises.

     For and in consideration  of the rent  hereinafter  reserved and the mutual
covenants  hereinafter  contained,  Landlord  does hereby  lease and demise unto
Tenant,  and Tenant does hereby hire, lease and accept,  from Landlord,  certain
improved  real  property  located  at  30-34  East  Main  Street  in the City of
Chillicothe, County of Ross, Ohio and more particularly described on Exhibit "A"
attached hereto (the "Property")  together with all improvements,  including the
building (the  "Building"),  located  thereon (the "Property" and the "Building"
are collectively referred to as the "Demised Premises").

     2. Term.

     (a) The term of this Lease shall  commence on the date hereof and shall end
on April 30, 2005 (hereinafter the "Term").

     (b) The term of this Lease shall automatically renew for one (1) additional
term of two (2) years (the "Renewal Term") unless Tenant provides written notice
to Landlord  not less than sixty (60) days prior to the end of the Term that the
term of the Lease will not be renewed.  As used in this Lease,  the phrase "term
of this  Lease",  "the term hereof" and "Lease Term" are words of like and refer
to the initial term of this Lease, and any extended term.

     3. Rent.

     (a) This Lease is made at and for the annual  rental of One Hundred  Twenty
Thousand and 00/100 Dollars  ($120,000.00),  payable in monthly  installments of
Ten Thousand and 00/100  Dollars  ($10,000.00)  commencing on May 1, 2000 and on
the first (1st) day of each month thereafter  during the term hereof  (including
the extension or renewal term referred to in paragraph  2(b) above) (said rental
is  hereinafter  referred to as the  "Rent").  All Rent shall be paid in advance
without notice,  setoff,  abatement or diminution to the address of Landlord set
forth in Paragraph 23 below,  or at such other place as Landlord shall from time
to time designate in writing.

     At the  beginning  of the  Renewal  Term,  the annual  Rent for the Demised
Premises shall be adjusted to an amount agreed upon between Landlord and Tenant;
provided,  however,  that in no event shall the  adjusted  Rent be less than the
amount of the annual  Rent  payable in the prior year of the term of this Lease.
Tenant's monthly  installments of Rent shall be payable to Landlord as set forth
in the first paragraph of this Section 3 above.

     4. Taxes and Utility Expenses.

     (a) It is the  intention of the parties that the Rent payable  hereunder be
gross to Landlord,  and that, except as otherwise  specifically provided herein,
all  expenses  of every  kind and  nature  whatsoever  relating  to the  Demised
Premises  shall be paid by Landlord,  including  all taxes,  special and general
assessments,  water rents, rates and charges, sewer rents and other governmental
impositions and charges of every kind and nature whatsoever ("Taxes"),  and each
and every  installment  thereof which shall or may during the Term of this Lease
be charged,  levied, laid, assessed,  imposed, become due and payable, or become
liens upon or for or with respect to the Demised  Premises or any part  thereof,
or any  building  thereon or any part  thereof,  together  with all interest and
penalties thereon, under or by virtue of all present or future laws, ordinances,
requirements,  orders,  directives,  rules or regulations of the Federal, State,
County  and  City  Governments  and  of  all  other   governmental   authorities
whatsoever,  and all sewer rents and charges for water,  steam,  heat,  gas, hot
water, electricity, light and power, and other service or services, furnished to
the Demised  Premises  or the  occupants  thereof  during the term of this Lease
("Utility Expenses").

     5. Repairs.

     Landlord  shall not be required to furnish any service or  facilities or to
make any  improvements,  repairs or  alterations  in or to the Demised  Premises
during the term of this Lease;  it being  understood  that Tenant shall,  at its
expense,  maintain  the Demised  Premises and the  improvements  thereon in good
condition  and  shall be  responsible  for  making  all  repairs  in  connection
therewith.  Landlord  shall  assign to  Tenant,  to the extent  assignable,  all
warranties  granted in connection with the  construction of the  improvements on
the Demised Premises.

     6. Laws and Ordinances.

     Tenant  will,  at its own  cost,  promptly  comply  with and  carry out all
orders,  requirements  or  conditions  now or  hereafter  imposed upon it by the
ordinances, laws and/or regulations of the municipality,  county and/or state in
which the  Demised  Premises  are  located,  whether  required  of  Landlord  or
otherwise,  in the conduct of Tenant's business.  Tenant will indemnify and save
Landlord  harmless  from all  penalties,  claims,  and  demands  resulting  from
Tenant's failure or negligence in this respect.

     7. Alterations.

     Tenant shall make no structural  alterations,  additions,  improvements  or
changes  to any part of the  Demised  Premises,  either  exterior  or  interior,
without   Landlord's  prior  written   consent,   which  consent  shall  not  be
unreasonably  withheld or delayed.  Tenant shall comply with the building codes,
regulations   and  laws  now  or  hereafter  to  be  made  or  enforced  in  the
municipality,  county and/or state,  which pertain to such work.  Any additions,
improvements,  alterations and/or  installations made by Tenant shall become and
remain a part of the  Building  and shall remain  Landlord's  property  upon the
termination of Tenant's  occupancy of said Demised  Premises.  Tenant shall save
Landlord  harmless  from and against all expenses,  liens,  claims or damages to
either  property  or person  which may or might arise by reason of the making of
any such additions, improvements, alterations and/or installations. In the event
of any such  approved  changes,  Tenant  shall  have  all  work  done at its own
expense, and shall satisfy,  discharge or bond of record within thirty (30) days
after Tenant has knowledge or notice thereof, any mechanics' or other lien filed
against  the  Demised  Premises  for  work or  materials  claimed  to have  been
furnished to Tenant.

     8. Damage.

     (a) If the Demised Premises are damaged by fire or other casualty, the same
shall be repaired or rebuilt as speedily as practical under the circumstances at
the expense of the Landlord, unless this Lease is terminated as provided in this
Section  8,  and  during  the  period  required  for  restoration,  a  just  and
proportionate  part of Rent  shall be abated  until  the  Demised  Premises  are
repaired or rebuilt.

     (b) If the Demised  Premises are (i) damaged to such an extent that repairs
cannot,  in Landlord's  judgment,  be completed  within one hundred twenty (120)
days after the date of the  casualty or (ii) damaged or destroyed as a result of
a risk which is not insured under standard fire insurance policies with extended
coverage endorsement,  or (iii) damaged or destroyed during the last twelve (12)
months of the Lease  Term,  or if the  Building  is  damaged in whole or in part
(whether or not the Demised  Premises are  damaged),  to such an extent that the
Building cannot, in Landlord's judgment, be operated economically as an integral
unit, then and in any such event Landlord may at its option terminate this Lease
by notice in writing to the Tenant within forty-five (45) days after the date of
such  occurrence.  If the  Demised  Premises  are damaged to such an extent that
repairs cannot, in Landlord's  judgment,  be completed within one hundred twenty
(120)  days  after  the date of the  casualty  or if the  Demised  Premises  are
substantially damaged during the last twelve (12) months of the Lease Term, then
in either  such  event  Tenant  may elect to  terminate  this Lease by notice in
writing  to  Landlord  within  fifteen  (15) days  after the date of  Landlord's
election  notice to Tenant,  advising  Tenant as to whether  the  repairs to the
Demised  Premises can or cannot be completed  within such one hundred eighty day
period  after the date of the  casualty.  Unless  Landlord  or Tenant  elects to
terminate  this Lease as  hereinabove  provided,  this Lease will remain in full
force and effect and  Landlord  shall  repair  such damage at its expense to the
extent required under  subparagraph (c) below as expeditiously as possible under
the circumstances.

     (c) If Landlord should elect or be obligated  pursuant to subparagraph  (a)
above to repair or  rebuild  because of any  damage or  destruction,  Landlord's
obligation  shall be  limited  to the  original  Building  and any other work or
improvements which were originally performed or installed at Landlord's expense.
If the cost of performing  such repairs exceeds the actual proceeds of insurance
paid or  payable to  Landlord  on account  of such  casualty,  or if  Landlord's
mortgagee or the lessor under a ground or  underlying  lease shall  require that
any  insurance  proceeds  from a  casualty  loss  be paid  to it,  Landlord  may
terminate  this Lease  unless  Tenant,  within  fifteen  (15) days after  demand
therefor, deposits with Landlord a sum of money sufficient to pay the difference
between  the cost of repair  and the  proceeds  of the  insurance  available  to
Landlord for such purpose.

     (d) In no event shall  Landlord be liable for any loss or damage  sustained
by  Tenant,  nor  shall  Tenant be liable  for any loss or damage  sustained  by
Landlord,  by reason of casualties mentioned hereinabove or any other accidental
casualty.

     9. Condemnation.

     If  the  Demised  Premises  or any  part  thereof  shall  be  taken  by any
governmental or  quasi-governmental  authority  pursuant to the power of eminent
domain,  or by  deed in lieu  thereof,  Tenant  agrees  to  make  no  claim  for
compensation in the proceedings, and hereby assigns to Landlord any rights which
Tenant may have to any portion of any award made as a result of such taking, and
this Lease shall  terminate as to the portion of the Demised  Premises  taken by
the condemning authority and Rent shall be adjusted to such date. If the nature,
location or extent of any proposed  condemnation  affecting the Building is such
that Landlord  elects in good faith to demolish the Building,  then Landlord may
terminate  this Lease by giving  written  notice of termination to Tenant within
sixty  (60)  days  after  such  condemnation,  and this  Lease  shall  cease and
terminate  on the  date  specified  in such  notice  as if  such  day  were  the
originally scheduled expiration date hereof.

     10. Use of Demised Premises.

     The Demised  Premises  shall be used and occupied by Tenant for the purpose
of any  lawful  use.  The  Demised  Premises  shall not be used for any  illegal
purpose or in violation of any valid regulation of any governmental body.

     11. Landlord's Remedies Upon Default.

     In the  event  Tenant  shall  default  in the  payment,  when  due,  of any
installment  of Rent or other  charges  or  monetary  obligations  to be paid by
Tenant  hereunder  and fails to cure said  default  within  ten (10) days  after
written notice  thereof from Landlord;  or if Tenant shall default in performing
any of the covenants, terms or provisions of this Lease (other than the payment,
when due, of any of Tenant's monetary  obligations  hereunder) and fails to cure
such default within thirty (30) days after written notice thereof from Landlord;
or if Tenant shall abandon the Demised Premises;  or if Tenant is adjudicated as
bankrupt;  or if a permanent receiver is appointed for Tenant's property; or if,
whether  voluntarily  or  involuntarily,  Tenant  takes  advantage of any debtor
relief proceedings under any present or future law, whereby the Rent or any part
thereof,  is or is proposed to be, reduced or payment  thereof  deferred;  or if
Tenant makes an assignment for the benefit of creditors; or if Tenant's property
or effects should be levied upon or attached under process against Tenant; then,
and in any of said events, Landlord, at its option may pursue any one or more of
the following remedies without any notice or demand whatsoever.

     (a)  Landlord,  at its  option,  may at  once,  or at any  time  thereafter
terminate  this Lease by written  notice to Tenant,  whereupon  this Lease shall
end. Upon such termination by Landlord, Tenant will at once surrender possession
of  the  Demised  Premises  to  Landlord  and  remove  all of  Tenant's  effects
therefrom,  and  Landlord  may  forthwith  re-enter  the  Demised  Premises  and
repossess himself thereof,  and remove all persons and effects therefrom,  using
such  force as may be  necessary  to the extent  permitted  by  applicable  law,
without being guilty of trespass, forcible entry, detainer or other tort; and/or

     (b) Landlord may, with or without  terminating  this Lease,  enter upon and
take possession of the Demised Premises and expel or remove Tenant and any other
person who may be occupying the Demised  Premises or any part  thereof,  without
being liable for prosecution or any claim for damages therefor, and, if Landlord
so elects, make such alterations and repairs as, in Landlord's judgment,  may be
necessary to relet the Demised Premises,  and relet the Demised Premises and any
part thereof for such Rent and for such period of time and subject to such terms
and  conditions as Landlord may deem  advisable  and receive the Rent  therefor.
Upon each such  reletting,  all Rent  received by Landlord  from such  reletting
shall be applied  first to the payment of any  indebtedness  other than Rent due
hereunder  from  Tenant to  Landlord;  second,  to the  payment  of any loss and
expenses of such reletting,  including  brokerage fees,  attorneys' fees and the
cost of such  alterations  and  repairs;  third,  to the payment of Rent due and
unpaid hereunder; and the residue, if any, shall be held by Landlord and applied
in payment of future  Rent as the same may  become  due and  payable  hereunder;
provided,  however,  that any excess Rent  remaining at the  expiration or other
termination  of this Lease shall be the property of Landlord  and Tenant  hereby
relinquishes any claim thereto. Tenant agrees to pay to Landlord, on demand, any
deficiency that may arise by reason of such reletting.  Notwithstanding any such
reletting without  termination,  Landlord may, at any time thereafter,  elect to
terminate this Lease for such prior default; and/or

     (c) As agent of Tenant,  Landlord may do whatever Tenant is obligated to do
by the provisions of this Lease and may enter the Demised  Premises by force, if
necessary,  to the extent  permitted by applicable law,  without being liable to
prosecution  or any claims for damages  therefor,  in order to  accomplish  this
purpose.  Tenant agrees to reimburse  Landlord  immediately  upon demand for any
expenses which Landlord may incur in thus effecting  compliance  with this Lease
on behalf of Tenant, and Tenant further agrees that Landlord shall not be liable
for any damages  resulting  to Tenant from such  action,  whether  caused by the
negligence of Landlord or otherwise.

     Pursuit of any of the foregoing  remedies shall not preclude  Landlord from
pursuing any other remedies  herein or at law or in equity  provided,  nor shall
pursuit of any remedy by Landlord  constitute a forfeiture or waiver of any Rent
due to Landlord  hereunder  or of any damages  accruing to Landlord by reason of
Tenant's violation of any of the covenants and provisions of this Lease;  unless
the provision of this Lease from which said remedy arises  specifically  recites
that said remedy shall be exclusive and then only to the extent Landlord's other
remedies are waived or restricted.

     12.  Property at Tenant's  Risk.  Tenant  shall  procure at its expense and
maintain  throughout the Term a policy or policies of fire and extended coverage
insurance  insuring  the  full  replacement  cost of its  furniture,  equipment,
supplies,  and  other  property  owned,  leased,  held  or  possessed  by it and
contained  in the Demised  Premises,  and  worker's  compensation  insurance  as
required  by  applicable  law.  Tenant  shall also  procure at its  expense  and
maintain throughout the Term a policy or policies of insurance, insuring Tenant,
Landlord  and any other  person  designated  by  Landlord,  against  any and all
liability  for  injury  to or death of a person  or  persons  and for  damage to
property occasioned by or arising out of any construction work being done on the
Demised  Premises  during the Term by Tenant,  or arising out of the  condition,
use,  or  occupancy  of the  Demised  Premises  during  the Term,  or in any way
occasioned  by  or  arising  out  of  the  activities  of  Tenant,  its  agents,
contractors,  employees,  guests, or licensees in the Demised Premises, or other
portions of the Building or the  Project,  the limits of such policy or policies
to be in combined  single limits for both damage to property and personal injury
and in  amounts  not  less  than  Two  Million  Dollars  ($2,000,000)  for  each
occurrence. Such insurance shall, in addition, extend to any liability of Tenant
arising out of the  indemnities  provided  for in this Lease.  Tenant shall also
carry such other types of  insurance  in form and amount  which  Landlord  shall
reasonably deem to be prudent for Tenant to carry,  should the  circumstances or
conditions  so merit  Tenant  carrying  such type of  insurance.  All  insurance
policies  procured and  maintained  by Tenant  pursuant to this Article 12 shall
name Landlord and any  additional  parties  designated by Landlord as additional
insured, shall be carried with companies licensed to do business in the State of
Ohio  reasonably  satisfactory to Landlord and shall be  non-cancelable  and not
subject to material  change  except  after twenty (20) days'  written  notice to
Landlord.  Such policies or duly executed certificates of insurance with respect
thereto,  accompanied  by proof of payment  of the  premium  therefor,  shall be
delivered to Landlord prior to July 1, 2000, and renewals of such policies shall
be delivered to Landlord at least  thirty (30) days prior to the  expiration  of
each respective policy term.


     13. Property at Tenant's Risk.

     It is  understood  and agreed  that all  personal  property  in the Demised
Premises, of whatever nature, whether owned by Tenant or any other person, shall
be and remain at Tenant's sole risk and Landlord  shall not assume any liability
or be liable for any damage to or loss of such personal  property,  arising from
the bursting, overflowing, or leaking of the roof or of water or sewer pipes, or
from  heating or  plumbing  fixtures or from the  handling of electric  wires or
fixtures or from any other cause whatsoever.

     14. Assignment; Subletting.

     Tenant will not assign, transfer, mortgage or encumber this Lease or sublet
or rent  (or  permit  occupancy  or use of) the  Demised  Premises,  or any part
thereof,  without prior written notice to Landlord and the prior written consent
of Landlord in each instance which consent shall not be unreasonably withheld or
delayed;  nor  shall any  sublease,  assignment  or  transfer  of this  Lease be
effectuated,  directly or  indirectly  (including  for example only  transfer of
stock or transfers of general partners interests in tenant or in any entity that
controls  tenant,  directly  or  indirectly),   by  operation  of  law,  merger,
consolidation  or by  transfer  of any  interest  in or control  of  Tenant,  or
otherwise,  without such prior written consent of Landlord;  provided,  however,
that Tenant may sublet or rent the Demised  Premises or any part  thereof to (a)
Horizon  PCS,  Inc.  or (b) any entity  Horizon  PCS,  Inc.  owns,  directly  or
indirectly,  51% or more of the voting interests by delivering written notice of
such sublease or rental to the Landlord. The Landlord's consent, if given, shall
not be construed as a waiver or release of Tenant from the terms of, or Tenant's
liability under, any covenant or obligation under this Lease, nor shall any such
assignment  or  subletting  be construed to relieve  Tenant from  obtaining  the
consent in writing of Landlord to any further assignment or subletting.

     15. Landlord Access.

     Landlord may enter the Demised Premises at reasonable hours to
exhibit the same to prospective  purchasers,  mortgagees or tenants;  to inspect
the Demised  Premises to see that Tenant is complying  with all its  obligations
hereunder;  all without any abatement of Rent by Tenant or liability of Landlord
for damages  suffered or incurred by reason of loss of business or  otherwise by
Tenant.  Entry  pursuant  to this  Paragraph  shall not be deemed to impose  any
constructive or actual notice to Landlord regarding the condition of the Demised
Premises,  or to constitute an actual or constructive eviction of Tenant. In the
event of an emergency,  or if otherwise necessary to prevent injury to person or
property,  such entry to the Demised  Premises may be made by force  without any
liability on the part of Landlord for damages resulting therefrom.

     16. Subordination.

     (a) This Lease is subject and subordinate to the lien of any ground lease,
mortgage or deed to secure debt which may, at any time or from time to time, now
or hereafter  affect or encumber  the Building  and/or the Property of which the
Demised   Premises   form  a   part,   and  to  all   renewals,   modifications,
consolidations,  replacements  or extensions  thereof.  This paragraph  shall be
self-operative  and no further  instrument of  subordination  shall be required.
Tenant shall  execute,  within five (5) days after  receipt,  a  certificate  in
confirmation  of any such  subordination  if so requested  by  Landlord.  Tenant
covenants  and agrees to attorn to Landlord or to any  successor  to  Landlord's
interest in the Demised Premises, whether by sale, foreclosure,  deed in lieu of
foreclosure or otherwise.  In the event Tenant fails to execute such certificate
as  aforesaid,  Tenant  does hereby  make,  constitute  and appoint  Landlord as
Tenant's attorney-in-fact in Tenant's name, place and stead, to do so.

     (b)  Notwithstanding  the foregoing,  in the event any such  ground-lessor,
first  mortgagee  or the holder of any first deed to secure  debt shall elect to
make the lien of this Lease prior to the lien of its ground  lease,  mortgage or
deed to secure debt,  then, upon such party giving Tenant written notice to such
effect,  this  Lease  shall  be  deemed  to be prior in time to the lien of such
ground lease, mortgage or deed to secure debt, whether dated prior or subsequent
thereto.

     17. Covenant Against Liens.

     No work performed by Tenant in the Demised  Premises,  whether  pursuant to
this  Lease,  or  otherwise,  whether in the nature of  erection,  construction,
alteration or repair, shall be deemed to be for the immediate use and benefit of
Landlord,  to the end that no mechanic's,  materialmen's  or other lien shall be
allowed  against  the  estate of  Landlord  by reason  of any  consent  given by
Landlord to Tenant to improve the Demised  Premises.  Tenant  shall pay promptly
all persons  furnishing labor or materials with respect to any work performed by
Tenant or its  contractor  on or about the  Demised  Premises.  In the event any
mechanic's,  materialmen's or other liens shall at any time be filed against the
Demised  Premises or Landlord's  estate therein,  or against the Building and/or
Property,  by  reason  of  work,  labor,  services  or  materials  performed  or
furnished,  or alleged to have been performed or furnished,  to Tenant or anyone
holding the Demised  Premises by,  through or under Tenant,  Tenant either shall
cause the same to be vacated and  cancelled  of record  within  thirty (30) days
after the date of the filing thereof or, if Tenant in good faith determines that
such lien should be  contested,  Tenant shall furnish such  security,  by surety
bond or otherwise,  as may be necessary or prescribed by law to release the same
as a lien  against the  Demised  Premises,  or any  portion  thereof or interest
therein and to prevent any  foreclosure of such lien during the pendency of such
contest.  If Tenant  shall fail to vacate or release such lien in the manner and
within the time set forth herein, then, in addition to any other right or remedy
of Landlord  resulting from such default of Tenant,  Landlord may, but shall not
be obligated to, vacate or release the same either by paying the amount  claimed
to be due or by procuring the release of such lien by giving security or in such
other manner as may be  prescribed  by law.  Tenant shall repay to Landlord,  on
demand,  all sums incurred,  disbursed or deposited by Landlord  pursuant to the
foregoing provisions of this paragraph,  including Landlord's costs and expenses
and  reasonable  attorneys'  fees  incurred  in  connection  therewith.  Nothing
contained in this Lease shall be deemed or construed in any way as  constituting
the  consent  or request  of  Landlord,  express or  implied,  by  inference  or
otherwise,  to any  contractor,  subcontractor,  laborer or materialman  for the
performance of any labor or the  furnishing of any  materials,  for any specific
improvement,  alteration  to or  repair  of the  Demised  Premises,  or any part
thereof,  nor as giving  Tenant a right,  power or  authority to contract for or
permit the rendering of any services or the furnishing of any materials  whether
as agent of or on behalf of or to the benefit of Landlord or otherwise,  or that
would give rise to the filing of any  mechanic's,  materialmen's,  laborer's  or
other liens against Landlord's interest in the Demised Premises, the Building or
the Property.

     18. Hold-Over.

     If Tenant shall not immediately  surrender the Demised  Premises on the day
after the end of the term hereby created  (whether same occurs by termination or
expiration),  then at Landlord's sole option Tenant shall become a tenant by the
month at a Rental  equal to twice  the Rent  existing  at the time of said  hold
over,  commencing  said monthly  tenancy with the first day after the end of the
term above  demised or the date of any earlier  termination  as provided in this
Lease;  and said  Tenant,  as a monthly  tenant,  shall be subject to all of the
conditions and covenants of this Lease as though the same had originally  been a
monthly tenancy.  Each party hereto shall give to the other at least thirty (30)
days' written notice to quit the Demised Premises.

     19. Estoppel Certificates.

     Tenant  agrees,  at any time and from time to time,  upon not less than ten
(10) days' prior written notice by Landlord, to execute, acknowledge and deliver
to Landlord or to such  person(s) as may be designated by Landlord,  a statement
in writing (i) certifying that Tenant is in possession of the Demised  Premises,
has unconditionally accepted the same and is currently paying the Rents reserved
hereunder,  (ii)  certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the Lease is in full force and
effect as  modified  and  stating  the  modifications),  (iii)  stating the rent
commencement  date and the dates to which the Rent and other  charges  hereunder
have been paid by Tenant and (iv) stating  whether or not to the best  knowledge
of Tenant, Landlord is in default in the performance of any covenant,  agreement
or condition  contained in this Lease,  and, if so, specifying each such default
of which  notices  to  Landlord  should be sent.  Any such  statement  delivered
pursuant  hereto  may be  relied  upon  by  any  owner,  prospective  purchaser,
mortgagee or  prospective  mortgagee of the Building or of  Landlord's  interest
therein, or any prospective assignee of any such mortgagee.  In the event Tenant
fails to execute  such  certificate  as  aforesaid,  Tenant  does  hereby  make,
constitute and appoint Landlord as Tenant's  attorney-in-fact  in Tenant's name,
place and stead to do so.

     20. Quiet Enjoyment.

     Landlord  warrants  that it has the right to make  this  Lease for the term
aforesaid and that it will put Tenant into complete and exclusive  possession of
the Demised  Premises.  Landlord  covenants that if Tenant pays the Rent and all
other charges provided for herein,  performs all of its obligations provided for
hereunder and observes all of the other provisions  hereof,  Tenant shall at all
items  during the term hereof  peaceably  and quietly  have,  hold and enjoy the
Demised  Premises,  without any  unreasonable  interruption or disturbance  from
Landlord,  or anyone claiming  through or under  Landlord,  subject to the terms
hereof.

     21. Modifications Due to Financing.

     If, in connection with obtaining  temporary or permanent  financing for the
Building or Property, any lender shall request reasonable  modifications of this
Lease as a  condition  to such  financing,  Tenant  agrees  that Tenant will not
unreasonably  withhold,  delay  or  defer  the  execution  of any  agreement  of
modification  of this Lease  provided  such  modifications  do not  increase the
financial  obligations of Tenant  hereunder or materially  adversely  affect the
leasehold  interest  hereby created or Tenant's use and enjoyment of the Demised
Premises.  Tenant hereby  irrevocably  appoints  Landlord,  its  successors  and
assigns as the  attorney-in-fact  of Tenant to execute,  seal and  deliver  such
instrument  on behalf of Tenant,  should  Tenant refuse and fail to do so within
fifteen (15) days after Landlord shall give notice to Tenant requesting delivery
of such instrument.

     22. Notices.

     All notices  required or desired to be given  hereunder  by either party to
the other shall be  delivered  by hand or sent,  postage  prepaid,  by receipted
overnight  courier  service or by certified or registered  mail,  return receipt
requested,  and shall be deemed  delivered on the date of delivery or of refusal
to accept delivery or inability to deliver,  as evidenced on said receipt, or if
delivered  by hand,  upon  receipt.  All Rents and  other  monetary  obligations
arising hereunder,  and all notices to the respective parties shall be addressed
and sent as follows:

         If to Landlord:   Chillicothe Telephone Company
                           68 E. Main Street
                           Chillicothe, OH 45601
                           Attn: President

         It to Tenant:     Horizon Personal Communications, Inc.
                           68 E. Main Street
                           Chillicothe, OH 45601
                           Attn: President

         Copy to:          Arnall Golden & Gregory, LLP
                           2800 One Atlantic Center
                           Atlanta, Georgia 30309
                           Attn: Donald I. Hackney, Jr., Esq.

     23. Applicable Law.

     This Lease shall be  construed  under the laws of the State of Ohio without
regard to conflicts of law doctrine.

     24. No Reservation.

     The  submission  of this  Lease  for  examination  does  not  constitute  a
reservation  of or option  for the  Demised  Premises,  and this  Lease  becomes
effective only upon execution and delivery thereof by Landlord.

     25. Gender; Assign and Successors.

     Feminine or neuter pronouns shall be substituted for those of the masculine
form, and the plural may be substituted for the singular number, in any place or
places   herein  in  which  the  context  may  require  such   substitution   or
substitutions.  The term "Landlord" as used in this Lease,  means only the owner
for the time being of the Landlord's  interest in this Lease;  and, in the event
of the sale,  assignment or transfer by such owner of the Landlord's interest in
this  Lease,  such owner  shall  thereupon  be released  and  discharged  of all
covenants and obligations of Landlord hereunder thereafter  accruing.  Except as
provided in the preceding  sentence,  all of the covenants,  agreements,  terms,
conditions, provisions and undertakings in this Lease shall inure to the benefit
of,  and shall  extend to and be  binding  upon,  the  parties  hereto and their
respective  heirs,  executors,  legal  representatives,  successors  and, to the
extent an assignment is approved as provided herein, assigns, to the same extent
as if they were in every case named and expressed.

     26. Severability.

     If any term, covenant or condition of this Lease of the application thereof
to  any  person  or  circumstance  shall  to  any  extent  be  held  invalid  or
unenforceable,  the  remainder  of this Lease or the  application  of such term,
covenant or condition to persons or  circumstances  other than those as to which
it is held  invalid or  unenforceable,  shall not be  affected  thereby and each
term,  covenant  and  condition of this Lease shall be valid and enforced to the
fullest extent permitted by law.

     27. Force Majeure.

     Neither party shall not be required to perform any non-monetary covenant or
obligation in this Lease so long as the  performance or  non-performance  of the
covenant or  obligation  is delayed,  caused by or prevented by an act of God or
force majeure,  including without  limitation,  windstorm,  civil unrest or war,
labor unrest, or shortage or unavailability of materials or supplies.

     28. Remedies Cumulative; No Waiver.

     Except where  expressly  set forth to the contrary  herein,  all rights and
remedies  given  herein  and/or by law or in equity to  Landlord  are  separate,
distinct and cumulative,  and no one of them,  whether  exercised by Landlord or
not,  shall be deemed to be in  exclusion  of any of the  others.  No failure of
Landlord  to  exercise  any power given  Landlord  hereunder,  or to insist upon
strict  compliance by Tenant with its  obligations  hereunder,  and no custom or
practice of the parties at variance  with the terms  hereof  shall  constitute a
waiver of Landlord's right to demand exact compliance with the terms hereof.

     29. Entire Agreement; Modifications.

     This  writing is intended by the parties as the final  expression  of their
agreement and as a complete and exclusive  statement of the terms  thereof,  all
prior  or  contemporaneous  negotiations,   considerations  and  representations
between the parties having been incorporated herein. No course of prior dealings
between the parties or their  affiliates  shall be  relevant  or  admissible  to
supplement,  explain or vary any of the terms of this Lease.  Acceptance  of, or
acquiescence  in, a course  of  performance  rendered  under  this or any  prior
agreement  between  the  parties or their  affiliates  shall not be  relevant or
admissible  to  determine  the  meaning  of any of the terms of this  Lease.  No
representations,  understanding  or agreements  have been made or relied upon in
the making of this Lease other than those  specifically  set forth herein.  This
Lease can only be modified by a written  agreement  signed by all of the parties
hereto or their duly authorized agents.

     30. Waiver of Jury Trial

     Tenant  hereby  waives  all  right to trial by jury in any  claim,  action,
proceeding  or  counterclaim  by either  party  against the other on any matters
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant  and/or  Tenant's use or occupancy of the Demised  Premises.
Tenant  hereby  waives  and  relinquishes  any  defense  it may have  based upon
adequacy of any legal remedy or lack of irreparable  harm in any legal action by
Landlord  seeking to restrain or enjoin any breach or  threatened  breach of any
covenant, duty or obligation of Tenant herein.

     31. Headings.

     Captions and headings are for  convenience and reference only and do not in
any way limit or amplify the terms and provisions of this Lease.


     32. No Estate in Land.

     This  contract  and Lease shall  create the  relationship  of landlord  and
tenant between Landlord and Tenant and no estate shall pass out of Landlord.

     33. Time Is Of The Essence.

     TIME IS OF THE ESSENCE OF THIS LEASE.

     34. Exculpation of Landlord.

     Landlord's  obligations  and liability to Tenant with respect to this Lease
shall be limited  solely to  Landlord's  interest in the  Building,  and neither
Landlord nor any of the joint venturers of Landlord,  nor any partner,  officer,
director or  shareholder  of or in Landlord,  or of or in any joint  venturer in
Landlord,  shall have or incur any personal liability whatsoever with respect to
this Lease.

     35. Execution and Public Records.

     This Lease may be  executed  in any number of  counterparts,  each of which
shall be deemed an  original  and any of which shall be deemed to be complete in
itself and may be introduced  into evidence or used for any purpose  without the
production of the other counterparts. No modification or amendment of this Lease
shall be binding upon the parties unless such  modification or amendment of this
Lease shall be binding upon the parties unless such modification or amendment is
in writing and signed by Landlord and Tenant.  Without the prior written consent
of both parties,  neither this Lease nor any memorandum hereof shall be recorded
or placed on public record.

     36. Multiple Tenants.

     If more than one  individual or entity  comprises and  constitutes  Tenant,
then all  individuals  and  entities  comprising  Tenant  are and shall  each be
jointly  and  severally  liable for the due and proper  performance  of Tenant's
duties and obligations arising under or in connection with this Lease.

     37. Interpretation.

     In construing and interpreting this Lease, no presumption shall be employed
that either party was solely  responsible  for  drafting  this Lease and that it
should, therefore, be construed most strongly against such party. This Lease has
been negotiated equally by both Landlord and Tenant.

     38. Real Estate Brokers.

     Tenant and Landlord each  represents and warrants to the other that no real
estate broker, agent,  commission salesman, or other persons has represented the
warranting  party in the  negotiations  for and procurement of this Lease and of
the Demised Premises, and that no commissions,  fees or compensation of any kind
are due and payable in  connection  herewith to any real estate  broker,  agent,
commission  salesman or other person  except if and only as may be provided in a
separate written commission agreement signed  simultaneously with or before this
Lease by the party against whom the commission or compensation is charged.  Each
party agrees to indemnify and hold the other hereunder harmless from and against
any claim for any such  commissions,  fees or other form of  compensation by any
such third party claiming  through the  indemnifying  party,  including  without
limitation,  any and all claims, causes of action,  damages,  costs and expenses
(including attorneys' fees), associated therewith.



<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have executed this Lease under seal
on the day and year first above written.

                           LANDLORD:
                           By:______________________________
                           Name:____________________________
                           Its:_____________________________

                           Attest:__________________________
                           Name:____________________________
                           Its:_____________________________

                           [CORPORATE SEAL]

                           TENANT:

                           By:______________________________
                           Name:____________________________
                           Its:_____________________________

                           Attest:__________________________
                           Name:____________________________
                           Its:_____________________________

                           [CORPORATE SEAL]