SERVICES AGREEMENT

     THIS SERVICES AGREEMENT ("Agreement"),  made and entered into as of the 1st
day of May, 2000, by and between  Horizon  Services,  Inc., an Ohio  corporation
("HSI"),  and  Horizon  Personal  Communications,   Inc.  ("Percom"),   an  Ohio
corporation.

                              W I T N E S S E T H:

     WHEREAS,  Percom (f/k/a Horizon  Infotech,  Inc.) and HSI entered into that
certain  Agreement,  dated  January 1,  1996,  pursuant  to which HSI  furnished
certain administrative, management and consulting services to Percom (the "Prior
Services Agreement");

     WHEREAS,  the  parties  hereto  desire  to  terminate  the  Prior  Services
Agreement  and  replace it with this  Agreement,  keeping  many of the  material
economic  terms of the Prior  Services  Agreement the same,  except as set forth
herein; and

     NOW,  THEREFORE,  in  consideration of the premises,  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 third
          (3rd)  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 one (1) year terms,
          unless either party hereto  notifies the other party in writing of its
          election  not to renew this  Agreement  nine (9)  months  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

     A.   Termination  by Percom.  Percom may terminate this  Agreement,  or may
          terminate  any of the  individual  Services  (defined  in Article  III
          below) which it receives from HSI hereunder,  by providing ninety (90)
          days prior written notice to HSI that it will terminate this Agreement
          or any of such Services.

     B.   Termination  by HSI.  This  Agreement  may not be  terminated  by HSI,
          unless  Percom  materially  breaches  this  Agreement  (such  breach a
          "Default"),  and HSI  notifies  Percom in writing of the  Default  and


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          gives  Percom  ninety  (90) days in which to remedy  the  Default  and
          provide  evidence  thereof to HSI. If the Default is not cured  during
          such  ninety (90) day  period,  HSI shall have the right to  terminate
          this Agreement at any time thereafter by delivering  written notice to
          Percom.

     ARTICLE III - SERVICES TO BE PROVIDED

     During the Term of this Agreement,  HSI will provide certain administration
and consulting  services for Percom,  including,  but not necessarily limited to
the following services (the "Services").

     A.   Insurance.  HSI agrees to review and recommend  appropriate  insurance
          coverage for the properties,  personnel and operations of Percom.  HSI
          further agrees to consolidate insurance coverages, required by Percom,
          with   similar   insurance   coverages   required  by  others,   where
          consolidation  of such  coverages  results in savings of premiums  and
          satisfies other requirements of Percom and HSI.

     B.   Administration  of  Funds.  HSI  agrees  to  assist  Percom in (i) the
          development  of  capital  and  operating  budgets  including  variance
          reporting; (ii) the administration of debt and (iii) cash management.

     C.   Billings.  Subject to Percom's  agreements  with  Sprint  PCS,  and as
          requested  by Percom,  HSI will  assist in the  billing  function  for
          Percom's subscribers.

     D.   Accounting  Services.  HSI will maintain  proper  records and books of
          account in  accordance  with 47 CFR Part  32.27(e).  If  requested  by
          Percom, HSI shall prepare for Percom all financial,  statistical,  tax
          and other reports which Percom is obligated by law or contract to file
          with local, state, or federal governing bodies or agencies or Percom's
          lenders.

     E.   Computer.  HSI will provide  reasonable  computer access to Percom for
          its use. HSI agrees to provide computer service to Percom for customer
          billing.  HSI agrees to provide local access network (LAN) maintenance
          and computer application and software maintenance services.

     F.   Miscellaneous.  As requested by Percom,  HSI will provide  accounting,
          external relations,  employee relations (human resources),  regulatory
          authority,   archives,   records,   files,  and  other   miscellaneous
          administrative   services  not  otherwise  specifically  provided  for
          herein.

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     ARTICLE IV - COMPENSATION

     Unless otherwise agreed to by the parties, all Services provided by HSI for
the benefit or at the request of Percom shall be charged as follows:

     A.   Direct labor charges shall be assessed to Percom based on time reports
          of  hours  devoted  to HSI at the  established  rate  per hour of each
          employee  involved.  Related labor  overhead costs shall be charged to
          Percom monthly 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.   To the extent practicable,  other expenses or costs incurred which are
          directly  assignable  to  Percom  shall be  charged  directly  to such
          Percom.

     C.   All  other  costs of  service  provided  by HSI to  Percom  and  other
          subsidiaries,  not directly  assignable,  shall be allocated to Percom
          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,  HSI shall  maintain  adequate  and  sufficient
          documentation to explain such change.

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

          (i)  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;

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

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

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

     ARTICLE V - RECORDS

     A.   Access to Records. Percom, 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


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          accounts,  invoices,  contracts,  canceled checks,  payrolls and other
          documents  and papers of every kind held by HSI and  pertaining to the
          services rendered to Percom under this Agreement.

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

     C.   Review by Public Utilities Commission. The parties understand that the
          books and records of HSI shall be  accessible  to review by the Public
          Utilities Commission of Ohio.

     D.   Audit. HSI 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, HSI must provide reasonable access to its appropriate  records
          to  the  independent  auditors  or  other  financial   representatives
          selected by Percom for  purposes of  conducting  an audit of the fees,
          costs,  expenses  or other  charges  payable in  connection  with this
          Agreement.  Percom  will  conduct  the audit no more  frequently  than
          annually.  If the audit  shows that HSI was  underpaid,  Percom  will,
          unless the amount of underpayment is contested,  pay to HSI the amount
          of the  underpayment  within ten days after HSI gives  Percom  written
          notice  of  the  determination  of  the  underpayment.  If  the  audit
          determines  that HSI was  overpaid,  HSI will,  unless  the  amount is
          contested, pay to Percom the amount of the overpayment within ten days
          after HSI  determines  that HSI was  overpaid.  To the  extent a Party
          contests such  overpayment/underpayment,  Article XII 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 HSI, on the same terms and conditions as set
          forth above.

     ARTICLE VI - TRANSITION PERIOD

     A.   Transition.   Upon  the  expiration  or  early   termination  of  this
          Agreement,  or upon the termination of any of the individual Services,
          for any reason,  the Parties  agree to cooperate  and assist with each
          other in good  faith  toward a smooth  transition  of  Services,  in a
          manner  designed  to be least  disruptive  to the  operations  of both
          companies and to the subscribers of Percom.

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     ARTICLE VII - INDEMNIFICATION

     A.   Indemnification  by Percom.  Percom shall  indemnify,  defend and hold
          harmless HSI 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 Percom; and

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

     B.   Indemnification by HSI. HSI 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  damages  to  property   and/or   personal   injuries
               (including death) arising out of the negligence or willful act or
               omission of HSI; and

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

     ARTICLE VIII - CONFIDENTIAL INFORMATION

     A.   Confidentiality.  Each party  shall each  preserve  the other  party's
          confidential  information  disclosed to each party in connection  with
          providing  Service  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 IX - INSURANCE

     A.   HSI's Insurance  Requirements.  HSI 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;



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          (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,  HSI shall  furnish  Percom  certificates  of such
insurance and/or copies of the applicable policies.

     B.   Percom'  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 HSI, 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  HSI,  Percom  shall  furnish  HSI  certificates  of such
insurance and/or copies of the applicable policies.

     ARTICLE X - FORCE MAJEURE

          A.   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


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               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;  provide
               that such party shall use its reasonable best efforts to avoid or
               remove the causes of such nonperformance.

     ARTICLE XI - 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 HSI:              Horizon Services, Inc.
                                       68 E. Main Street
                                       P. O. Box 480
                                       Chillicothe, OH  45601
                                       Attn:  President

               If to Percom:           Horizon Personal Communications, Inc.
                                       68 E. Main Street
                                       P. O. Box 480
                                       Chillicothe, Ohio 45601
                                       Attn:  President

     ARTICLE XII - DISPUTES; ARBITRATION

     A.   Arbitration.  Any dispute arising between HSI and Percom in connection
          with this Agreement,  which is not settled to the mutual  satisfaction
          of HSI and Percom  within  thirty (30) days (or such longer  period as
          may be mutually  agreed upon) from the date that 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  judgment  may be obtained  thereon by either  party in a court of
          competent  jurisdiction.  Each party shall bear the cost of  preparing


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          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 XIII - MISCELLANEOUS

     A.   Assignment.  None of the  parties  shall have the right to assign this
          Agreement  without the consent in writing of the other  party;  except
          that at any time  HSI 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  HSI 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.

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


                                       HORIZON SERVICES, INC.


                                       By:____________________________________

                                       Name:__________________________________

                                       Its:___________________________________


                                       HORIZON PERSONAL COMMUNICATIONS, INC.


                                       By:____________________________________

                                       Name:__________________________________

                                       Its:___________________________________