Draft June 9, 2000 - 10:00 am




June ____, 2000

Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480

Donaldson, Lufkin & Jenrette Securities Corporation
First Union Securities, Inc.
The Robinson-Humphrey Company
DLJdirect Inc.
c/o   Donaldson, Lufkin & Jenrette Securities Corporation
      277 Park Avenue
      New York, New York 10172

Dear Sirs:

     The undersigned  understands that Donaldson,  Lufkin & Jenrette  Securities
Corporation,  First Union Securities,  Inc., The  Robinson-Humphrey  Company and
DLJdirect   Inc.,  as   Representatives   of  the  several   underwriters   (the
"Underwriters"),  propose to enter into an  Underwriting  Agreement with Horizon
PCS,  Inc.  (the  "Company"),  providing  for the initial  public  offering (the
"Initial Public  Offering") of Class A common stock, par value $0.0001 per share
(the "Class A Common Stock") of the Company.

     To induce the  Underwriters  that may  participate  in the  Initial  Public
Offering  to  continue  their  efforts in  connection  with the  Initial  Public
Offering,  the undersigned,  during the period commencing on the date hereof and
ending 180 days after the date of the final  prospectus  relating to the Initial
Public Offering:

     (i) agrees not to (x)  offer,  pledge,  sell,  contract  to sell,  sell any
option or contract to purchase,  purchase any option or contract to sell,  grant
any option,  right or warrant to purchase,  or otherwise transfer or dispose of,
directly or indirectly, any shares of Class A Common Stock, Class B Common Stock
or any other  securities  convertible  into or exercisable or  exchangeable  for
Class A Common Stock (including,  without  limitation,  shares of Class A Common
Stock, Class B Common Stock or other securities  convertible into or exercisable
or exchangeable  for Class A Common Stock which may be deemed to be beneficially
owned by the  undersigned  in accordance  with the rules and  regulations of the
Securities  and  Exchange  Commission)  or (y)  enter  into  any  swap or  other
arrangement  that  transfers  all  or a  portion  of the  economic  consequences
associated with the ownership of any Class A Common Stock (regardless of whether
any of the  transactions  described in clause (x) or (y) is to be settled by the
delivery  of  Class  A  Common  Stock,  or  such  other  securities,  in cash or
otherwise),  without the prior written  consent of Donaldson,  Lufkin & Jenrette
Securities Corporation;

     (ii) agrees not to make any demand for, or exercise  any right with respect
to, the registration of any shares of Class A Common Stock, Class B Common Stock
or any other  securities  convertible  into or exercisable or  exchangeable  for
Class A Common Stock,  without the prior written consent of Donaldson,  Lufkin &
Jenrette Securities Corporation; and

     (iii)  authorizes  the  Company to cause the  transfer  agent to decline to
transfer  and/or to note stop transfer  restrictions  on the transfer  books and
records of the Company with respect to any shares of Class A Common Stock, Class
B Common  Stock and any other  securities  convertible  into or  exercisable  or
exchangeable  for Class A Common Stock for which the  undersigned  is the record
holder  and,  in the  case of any  such  shares  or  securities  for  which  the
undersigned is the  beneficial  but not the record  holder,  agrees to cause the
record holder to cause the transfer agent to decline to transfer  and/or to note
stop transfer restrictions on such books and records with respect to such shares
or securities.

     The  undersigned  hereby  represents and warrants that the  undersigned has
full power and  authority to enter into the  agreements  set forth  herein,  and
that,  upon  request,  the  undersigned  will execute any  additional  documents
necessary or desirable in connection with the enforcement  hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned  shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.

                                        Very truly yours,


                                        ______________________________





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                        [Additional Page for Individuals
                               Executing Lock-Ups]



(Name - Please Type)       ______________________________



(Address)                  ______________________________
                           ______________________________
                           ______________________________



(Social Security or Taxpayer Identification No.)   ________________


Number of shares of Class A Common Stock owned: None

Number of shares of Class B Common Stock owned: ___________________


Certificate Numbers:     __________________________________________


Number of other securities that are convertible into,
         or exercisable or exchangeable for, Class A Common Stock: None


Number of shares of Class A Common Stock issuable upon
         [conversion, exercise or exchange] of such securities: None


Certificate Numbers:       None