LOAN AGREEMENT


     LOAN  AGREEMENT  ("Agreement")  made as of  _______________,  2000,  by and
between HORIZON PERSONAL COMMUNICATIONS,  INC., an Ohio corporation ("Borrower")
and RURAL TELEPHONE FINANCE COOPERATIVE,  a South Dakota cooperative association
("Lender").

                                    RECITALS

     WHEREAS,  Borrower has entered into a Sprint PCS Management Agreement dated
as of June 8, 1998 and as it may have  been  subsequently  amended  (hereinafter
referred to as the "Management  Agreement")  with WirelessCo,  L.P.,  SprintCom,
Inc. and Sprint  Spectrum  L.P.  (collectively,  "Sprint")  to provide  Personal
Communications  Services  ("PCS")  in  such  service  areas  including,  but not
necessarily  limited to, Chillicothe,  Zanesville,  Athens, and Portsmouth Ohio,
Charleston,     Huntington    and     Parkersburg,     West    Virginia,     and
Kingsport-Bristol-Johnson City, Tennessee BTAs ("BTAs");

     WHEREAS,  Borrower  has  requested  Lender  to make  the  Loan to  Borrower
described in Schedule 1 hereto; and

     WHEREAS,  Lender is willing to make the Loan upon the terms and  conditions
set forth in this Agreement.

     NOW, THEREFORE,  for and in consideration of the mutual covenants contained
herein, Borrower and Lender do hereby agree as follows:

     l. CONSTRUCTION AND DEFINITION OF TERMS

     All  accounting  terms  not  specifically  defined  herein  shall  have the
meanings  assigned  to them  as  determined  by  generally  accepted  accounting
principles. In addition to the terms defined elsewhere in this Agreement, unless
the context otherwise requires, when used herein, the following terms shall have
the following meanings:

     "Adjustment  Date" shall mean the termination  date for a Fixed Rate period
applicable  to a Fixed Rate Advance as selected by Borrower in  accordance  with
the terms and conditions hereunder.

     "Advance" shall mean an Advance as defined in Section 2.02.

     "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 this Agreement.

     "Bright PCS" shall mean Bright Personal  Communications  Services,  LLC, an
Ohio limited liability company.

     "Business Day" shall mean any day that Lender is open for business.

     "Cash Margins" for any fiscal year shall mean net income plus depreciation,
amortization  and any other  non-cash  charges,  less any  non-cash  credits and
principal  on  long-term   debt  payable  in  such  year,  as  calculated  on  a
consolidated basis for Borrower and all its Subsidiaries.

     "Certified" shall mean that the information, statement, schedule, report or
other document  required to be "Certified"  shall contain a representation  of a
duly authorized officer of Borrower that such information,  statement, schedule,
report or other document is true and correct and complete.

     "Closing" shall mean the first date on which funds are advanced to Borrower
hereunder.

     "Collateral" shall mean the Mortgaged Property,  as such term is defined in
the Mortgage, and all proceeds, cash and non-cash, including insurance proceeds,
of the foregoing,  whether in the possession of Borrower or any other person and
certain  equity  interests  described in, and pledged to Lender  pursuant to the
Pledge Agreements.

     "Commitment" shall have the meaning set forth in Schedule 1 hereto.

     "Current  Ratio" for any fiscal year shall mean the ratio of total  current
assets to total current  liabilities,  as  determined by dividing  total current
assets by total current liabilities.

     "Debt Service  Coverage  Ratio" or "DSC" for any fiscal year shall mean (a)
net income,  or deficit as the case may be, plus  depreciation  and amortization
expense and  interest on  long-term  debt for such fiscal  year,  divided by (b)
principal  and  interest  on  long-term  debt  payable in such fiscal  year,  as
calculated on a consolidated basis for the Borrower and all its Subsidiaries.

     "EBITDA"  for any fiscal  year shall mean net  income  plus  income  taxes,
interest expense, and depreciation and amortization  expense, as calculated on a
consolidated basis for Borrower and all its Subsidiaries.

     "Event of  Default"  shall  mean any of the events  described  in Section 8
hereof.

     "Excess Cash Flow" shall be calculated on a consolidated basis for Borrower
and all its  Subsidiaries  and  shall  mean net cash  flow  from  operations  as
evidenced  by  Borrower's  most  recent  audited  statement  of cash flow,  less
budgeted capital expenditures,  less budgeted principal payable on all short and
long-term  debt,  with budgeted  figures  coming from  Borrower's  operating and
capital budget for such next fiscal year as submitted to Lender.

     "FCC" shall mean the Federal  Communications  Commission  or any  successor
agency thereof.

     "Fixed Rate" shall mean the standard fixed interest rate per annum provided
for in Section 2.03 of this Agreement plus one hundred fifty (150) basis points.

     "Horizon Telcom,  Inc." shall mean Borrower's parent  corporation,  Horizon
Telcom, Inc., an Ohio corporation.

     "Indebtedness"  shall include all items which would properly be included in
the  liability  section  of a  balance  sheet or in a  footnote  to a  financial
statement,   in  accordance  with  generally  accepted  accounting   principles,
including, without limitation, contingent liabilities.

     "Leases"  shall  mean any  lease of  property  by which  Borrower  shall be
obligated  for  rental or other  payments  which  individually  are in excess of
$50,000 per year, or in the aggregate are in excess of $1,500,000 per year.

     "Leverage  Ratio"  for any  fiscal  year  shall  mean the ratio  derived by
dividing (a)  Indebtedness by (b) Annual Operating Cash Flow, as calculated on a
consolidated basis for Borrower and all its Subsidiaries.

     "Lien" shall mean any statutory or common law consensual or  non-consensual
mortgage, pledge, security interest,  encumbrance, lien, right of set-off, claim
or charge of any kind,  including,  without limitation,  any conditional sale or
other title retention  transaction,  any lease transaction in the nature thereof
and  any  secured   transaction  under  the  Uniform   Commercial  Code  of  any
jurisdiction.

     "Loan" shall mean the loan or loans by the Lender to Borrower,  pursuant to
this Agreement and the Note, in an aggregate  principal amount not to exceed the
Commitment.

     "Make-Whole  Premium"  shall mean the  excess,  if any,  of (a) the present
value of the amount of interest  that would have accrued  during the  applicable
Fixed Rate period on that  portion of the Loan to be prepaid or  converted  over
(b) the  present  value of the  amount of  interest  Lender  would  earn if that
portion of the Loan to be prepaid or converted was  reinvested for the remainder
of the applicable Fixed Rate period in U.S. Treasury obligations with a maturity
comparable  to the  remaining  term of the  applicable  Fixed Rate  period.  For
purposes of  calculating  the present  value in (a) and (b) above,  the discount
rate will be the rate of interest accruing on the U.S.  Treasury  obligations in
(b) above.

     "Master Site  Agreement"  shall mean that certain  Master Site Agreement by
and between Borrower and SBA, dated as of ___________________,  and submitted to
Lender.

     "Maturity Date" shall mean the maturity date defined in the Note.

     "Minimum Net Worth Test" shall be  calculated on a  consolidated  basis for
the Borrower and all its  Subsidiaries,  and shall mean an equity to total asset
ratio of at least forty percent (40%). Equity shall be determined by subtracting
total liabilities from total assets.

     "Mortgage"  shall mean the  mortgage and  security  agreement  described in
Schedule 1.

     "Net Worth" shall be  calculated on a  consolidated  basis for the Borrower
and all its  Subsidiaries  taken as a whole and arrived at by subtracting  total
liabilities from total assets.

     "Note" shall mean the promissory note  designated OH 803-9002  executed and
delivered by Borrower at or prior to Closing pursuant to Section 5.02(a) hereof,
and all renewals, replacements and extensions thereof.

     "Obligations"  shall  include  the full  and  punctual  performance  of all
present and future duties,  covenants and  responsibilities due to the Lender by
Borrower under this Agreement,  the Note, the Other Agreements,  all present and
future obligations of Borrower to the Lender for the payment of money under this
Agreement,  the Note, the Other Agreements,  extending to all principal amounts,
interest,  late charges and all other charges and sums, as well as all costs and
expenses  payable  by  Borrower  under  this  Agreement,  the  Note,  the  Other
Agreements,  and any and all other present and future  monetary  liabilities  of
Borrower to the Lender, whether direct or indirect, contingent or noncontingent,
matured or  unmatured,  accrued or not  accrued,  related or  unrelated  to this
Agreement,  whether  or  not  of the  same  character  or  class  as  Borrower's
obligations under this Agreement and the Note,  whether or not secured under any
other document,  instrument or statutory or common law provision, as well as all
renewals, refinancings,  consolidations, recastings and extensions of any of the
foregoing.

     "Other  Agreements"  shall  mean  any and all  promissory  notes,  security
agreements,  assignments,  subordination  agreements,  pledge  or  hypothecation
agreements,   mortgages,   deeds  of  trust,  leases,   contracts,   guaranties,
instruments  and  documents now and  hereafter  existing  between the Lender and
Borrower,  executed and/or delivered pursuant to this Agreement or guaranteeing,
securing or in any other manner relating to any of the  Obligations,  including,
the instruments and documents referred to in Section 5.02 hereof.

     "Payment Date" shall mean the last day of each of the months referred to in
Schedule 1 hereto.

     "Payment Notice" shall mean the notice furnished to the Borrower  quarterly
indicating  the precise  amount of  principal  and/or  interest  due on the next
ensuing  Payment Date,  such notice to be sent to the Borrower at least ten (10)
days before such Payment Date.

     "Person"  shall  include  natural  persons,   corporations,   associations,
partnerships,  joint ventures,  trusts, governments and agencies and departments
thereof, and every other entity of every kind.

     "Pledge  Agreements" or "Pledges" shall mean  collectively,  the Pledge and
Security Agreements by and between the Pledgors and Lender dated as of even date
herewith.

     "Pledgors" shall mean individually and collectively,  Horizon Telcom,  Inc.
and Horizon Personal Communications, Inc..

     "Primary Guarantor" shall mean Horizon Telcom, Inc., an Ohio corporation.

     "Purchase  Agreement"  shall  mean that  certain  PCS CDMA  Product  Supply
Contract by and between  Borrower and Vendor dated as of August 17, 1999, as the
same may be amended or supplemented from time to time, and submitted to Lender.

     "SBA" shall mean SBA Towers, Inc., a Florida corporation.

     "Services  Agreement"  shall mean that  certain  Services  Agreement by and
between Borrower and Bright Personal  Communications  Services,  LLC dated as of
October 13, 1999, and submitted to Lender.

     "Subordinated  Capital  Certificate"  or "SCC"  shall  mean a  subordinated
certificate  representing an investment in the Lender  purchased by the Borrower
in connection with the Loan.

     "Subsidiary" at any time means any entity that is at the time  beneficially
owned or controlled directly or indirectly by the Borrower,  by one or more such
entities or by the Borrower and one or more such entities.

     "Termination  Date"  shall  mean that date which is four (4) years from the
date hereof.

     "Tower  Agreements" shall mean  individually and  collectively,  the Master
Site  Agreement and that certain  Master  Design Build  Agreement by and between
Borrower and SBA, dated as of August 17, 1999, and submitted to Lender.

     "Variable Rate" shall mean the standard  monthly  variable rate established
by the  Lender  from  time to time  for  long-term  loans  similarly  classified
pursuant to Lender's  policies and procedures  then in effect,  plus one hundred
fifty (150) basis points.  The Variable Rate as of the date of this Agreement is
_____%.

     "Vendor  Guarantor"  or  "Vendor"  shall mean  Motorola,  Inc.,  a Delaware
corporation.

     "Vendor  Supported  Loans" shall mean this Loan and Lender's  prior loan to
Borrower pursuant to a Loan Agreement and Note both dated as of August 29, 1997,
designated OH 803-A-01.

     2. LOAN

     2.01.  Loan. The Lender agrees to make the Loan to Borrower  subject to all
of the terms and conditions of this Agreement and the Other Agreements.

     2.02.  Advances.  The Lender  agrees to make,  and the  Borrower  agrees to
request,  on the terms and conditions of this  Agreement,  Advances from time to
time at the office of the Lender in Herndon, Virginia, or at such other place as
the Lender may designate, not to exceed the Commitment;  provided, however, that
Lender  shall not be obligated to make any further  Advances  hereunder  for the
build-out of Borrower's PCS system until Borrower provides Lender with copies of
its then-existing  leasehold agreements and pole attachment  agreements,  if any
(collectively,  the  "Cell  Site  Agreements")  and site  lease  acknowledgments
executed  by and  between  the  Borrower  and SBA  pursuant  to the Master  Site
Agreement   (collectively,   the  "SLAs"),  in  form  and  substance  reasonably
satisfactory  to  Lender.  The  Borrower  shall give the Lender at least two (2)
Business  Days prior  written  notice of the date on which each Advance is to be
made. On the  Termination  Date, the Lender may stop advancing  funds and reduce
the Commitment to the aggregate amount theretofore  advanced.  The obligation of
the Borrower to repay the Advances shall be evidenced by the Note.

     2.03. Payment, Amortization and Interest Rate.

     (a)  Payment.  The  Borrower  shall  pay on  each  Payment  Date  quarterly
installments,  in an amount as calculated by the Lender in accordance  with this
Agreement,  of principal and/or interest as shown in the Payment Notice,  except
that,  if not sooner  paid,  any balance of the  principal  amount and  interest
accrued  thereon and all other amounts due hereunder shall be due and payable on
the Maturity  Date.  Payment of principal  hereunder  shall commence 16 quarters
after  the  first  full  quarter  following  the  initial  Advance  of  funds in
accordance  with the  repayment  schedule  as set forth in  Schedule 1 and shall
continue to be made on each  subsequent  Payment Date until the Maturity Date or
such earlier date as all amounts due  hereunder and on account of the Note shall
have been paid in full.  Payment of interest  hereunder  is due on each  Payment
Date in which a principal balance is outstanding. Principal will be amortized in
accordance with the method stated in Schedule 1 hereto.

     At the Lender's option, all payments shall be applied first to late payment
charges due, as hereinafter  provided,  then to interest  accrued to the date of
such payment, and then to the reduction of principal balance outstanding.

     No provision of this  Agreement or the Note shall  require the payment,  or
permit the  collection,  of interest in excess of the highest rate  permitted by
applicable law.

     (b) Interest  Rate.  Each Advance  shall be initially  made at the Variable
Rate.  Interest  shall be computed from the actual number of days elapsed on the
basis of a year of 365 days until the first  Payment Date  following the initial
Advance.  Thereafter,  interest  shall  continue to be  computed  for the actual
number of days elapsed on the basis of a year of 365 days unless a Fixed Rate is
applicable to the Loan, in which case interest shall be computed on the basis of
a 30-day  month and  360-day  year.  Notwithstanding  anything  to the  contrary
herein,  the  total  amount of  Borrower's  Fixed  Rate  debt at any given  time
hereunder shall not exceed fifty percent (50%) of the Commitment.

     (i)  Variable  Rate.  If  Advances  are  made at the  Variable  Rate,  such
          Variable Rate shall apply until the Maturity Date,  except as provided
          herein below.

     (ii) Fixed Rate. If the Borrower elects a Fixed Rate, such Fixed Rate as is
          available  and in effect for loans  similarly  classified  pursuant to
          Lender's  policies  and  procedures  then in effect at the time of the
          election shall apply to such Advance until the Adjustment  Date.  Upon
          notice  given by the  Borrower  five (5)  Business  Days prior to such
          Adjustment Date, Borrower may elect to reset the interest rate to such
          Fixed  Rate  as is  available  and in  effect  at  the  time  of  such
          Adjustment  Date. Such reset Fixed Rate shall apply to that portion of
          the outstanding  principal balance of the Loan elected to have a Fixed
          Rate  from the  Adjustment  Date  until a new  Adjustment  Date or the
          Maturity Date. If Borrower does not elect to reset the Fixed Rate, the
          Variable Rate shall apply to the outstanding  principal balance of the
          Loan that had been  bearing  interest  at the Fixed Rate prior to such
          Adjustment Date, from such Adjustment Date to the Maturity Date.

     (iii) Conversion to Different Interest Program.

     (A)  Variable  Rate to Fixed  Rate.  Subject  to the  conditions  set forth
          herein,  the Borrower may convert from the Variable  Rate to the Fixed
          Rate for a portion  of the  principal  amount of the  Commitment  then
          outstanding  at any time  provided  the Lender  offers a Fixed Rate at
          such  time,  subject  to the  fifty  percent  (50%)  Fixed  Rate  debt
          limitation set forth above.

     (B)  Fixed Rate to Variable  Rate.  The  Borrower  may convert from a Fixed
          Rate to the Variable  Rate:  (1) on an  Adjustment  Date or (2) at any
          other time, provided that the Borrower shall pay Lender any applicable
          Make-Whole Premium.

     2.04. Prepayments.

     (a) Optional  Prepayment.  If the Loan bears  interest at the Variable Rate
the Borrower may opt to prepay the Loan or any portion thereof,  as the case may
be, at any time subject to the terms hereof and provided that the Borrower shall
pay a prepayment fee in an amount  established by Lender, up to maximum of fifty
(50) basis points times the amount being prepaid.  If the Loan bears interest at
the Fixed Rate, the Borrower may opt to prepay the Loan on an Adjustment Date or
any such other date provided that the Borrower  shall pay a prepayment fee in an
amount  established by Lender,  up to a maximum of fifty (50) basis points times
the amount being prepaid plus any applicable Make-Whole Premium. All prepayments
shall be accompanied by payment of accrued and unpaid  interest on the amount of
and to the date of the  prepayment.  All  prepayments  shall be applied first to
fees,  second to the  payment of accrued  and unpaid  interest,  and then to the
unpaid balance of the principal amount of the Loan.

     (b) Mandatory Prepayment. Beginning once Borrower's audited fiscal year-end
EBITDA is  greater  than  zero,  Lender  shall  have the  option,  to be elected
annually,  to require Borrower to make annual mandatory  prepayments of the Loan
in an amount equal to fifty percent (50%) of Borrower's  Excess Cash Flow within
120 days of the close of Borrower's fiscal year. All mandatory prepayments shall
be applied first to fees,  second to the payment of accrued and unpaid interest,
and then  pro-ratably to the unpaid balance of the principal  amount of the Loan
or any other  loans by and  between  Borrower  and  Lender in  inverse  order of
Maturity  Date. All mandatory  prepayments  shall not be subject to a prepayment
fee as long as the amount prepaid bears a Variable Rate.

     2.05. 5%  Subordinated  Capital  Certificates.  The Borrower shall purchase
SCCs which in the aggregate shall not exceed the amount  specified in Schedule 1
hereto.  Unless  otherwise  requested  in writing by the  Borrower  prior to the
initial Advance and approved by the Lender, the Borrower agrees to purchase SCCs
with each Advance in the amount of five percent (5%) of each such  Advance,  and
each such SCC shall be paid for with proceeds of such Advance. The Lender agrees
to deliver the SCCs on or about the date on which the SCCs have been paid for in
full.  The SCCs shall bear no interest and shall mature in  accordance  with the
terms thereof.

     3. SECURITY

     As  security  for the payment and  performance  of all of the  Obligations,
Borrower has (a) entered into the Mortgage pledging and granting to the Lender a
prior and continuing  security interest in the Collateral that may be secured by
the Mortgage that shall  continually  exist until all Obligations have been paid
in full; (b) had the Pledgors execute the Pledge Agreements with Lender pursuant
to which such  Pledgors  pledged  certain  interests as described  therein;  (c)
obtained  an  unsecured  guaranty  in  amounts,  form and  substance  reasonably
satisfactory  to Lender,  from the Vendor  Guarantor;  (d) provided a collateral
assignment,  in form and substance  reasonably  satisfactory  to Lender,  of the
Purchase Agreement, (e) provided a collateral assignment,  in form and substance
reasonably  satisfactory to Lender,  of the Services  Agreement,  (f) provided a
collateral assignment,  in form and substance reasonably satisfactory to Lender,
of the Tower Agreements;  and (g) provided collateral  assignments,  in form and
substance  reasonably  satisfactory  to  Lender,  of all of its  other  material
operating contracts.  If reasonably required by the Lender at any time, Borrower
shall make  notations,  satisfactory  to the  Lender,  on its books and  records
disclosing the existence of the Lender's  security  interest in the  Collateral.
Borrower agrees that, with respect to the Collateral which is subject to Article
9 of the Uniform  Commercial Code, the Lender shall have, but not be limited to,
all the rights and  remedies of a secured  party  under the  Uniform  Commercial
Code.  The Lender shall have no liability  or duty,  either  before or after the
occurrence of an Event of Default hereunder, on account of loss of or damage to,
or to collect  or  enforce  any of its rights  against,  the  Collateral,  or to
preserve  any  rights  against  account  debtors  or other  parties  with  prior
interests in the Collateral.

     4. REPRESENTATIONS AND WARRANTIES

     To induce the Lender to enter into this Agreement,  Borrower represents and
warrants to the Lender as of the date of this Agreement that:

     4.01.  Good Standing.  Borrower is a corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation,
has  the  power  to own its  property  and to  carry  on its  business,  is duly
qualified to do business,  and is in good standing in each jurisdiction in which
the transaction of its business makes such qualification necessary.

     4.02.  Authority.  Borrower has requisite power and authority to enter into
this Agreement the Mortgage,  and the Pledge  Agreement,  to make the borrowings
hereunder,  to execute  and  deliver  all  documents  and  instruments  required
hereunder and to incur and perform the obligations  provided for herein,  in the
Mortgage, in the Pledge Agreement,  and in the Note, all of which have been duly
authorized  by all  necessary  and proper  corporate  and other  action,  and no
consent or approval of any person,  including,  without  limitation,  the Vendor
Guarantor  and any  public  authority  or  regulatory  body,  which has not been
obtained is required as a condition to the validity or enforceability  hereof or
thereof.

     4.03. Binding Agreement. This Agreement has been duly and properly executed
by Borrower,  constitutes the valid and legally  binding  obligation of Borrower
and is fully enforceable against Borrower in accordance with its terms,  subject
only to laws  affecting  the rights of  creditors  generally,  the  exercise  of
judicial  discretion in accordance with general  principles of equity or because
waivers of statutory or common law rights or remedies may be limited.

     4.04. No Conflicting Agreements. The execution, delivery of and performance
by Borrower of this Agreement,  the Mortgage and the Note, and the  transactions
contemplated hereby or thereby,  will not: (a) violate any provision of law, any
order, rule or regulation of any court or other agency of government,  any award
of any  arbitrator,  the  articles of  organization  or  operating  agreement of
Borrower,  or any indenture,  contract,  agreement,  mortgage,  deed of trust or
other  instrument  to  which  Borrower  is a party  or by which it or any of its
property  is  bound;  or (b) be in  conflict  with,  result  in a  breach  of or
constitute  (with due notice  and/or  lapse of time) a default  under,  any such
award,  indenture,  contract,  agreement,  mortgage,  deed  of  trust  or  other
instrument,  or result in the  creation  or  imposition  of any Lien (other than
contemplated hereby) upon any of the property or assets of Borrower.

     4.05.  Litigation.  There  are no  judgments,  claims,  actions,  suits  or
proceedings  pending or, to the  knowledge  of Borrower,  threatened  against or
affecting  Borrower or its  properties,  at law or in equity or before or by any
federal, state, municipal or other governmental department,  commission,  board,
bureau,  agency or  instrumentality,  which may result in any  material  adverse
change in the business,  operations,  prospects,  properties or assets or in the
condition,  financial or  otherwise,  of  Borrower,  and Borrower is not, to its
knowledge,  in default with respect to any judgment,  order,  writ,  injunction,
decree,  rule or regulation of any court or federal,  state,  municipal or other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign, which would have a material adverse effect on Borrower.

     4.06. Financial Condition.  The financial  statements,  business plans, and
other materials  submitted by Borrower in connection with the proposed financing
hereunder as delivered to Lender up to the date of this  Agreement,  are, in all
material  respects,  complete  and  correct  and fairly  present  the  financial
condition, and as to business plans,  management's best intentions,  assumptions
and projections as of the date thereto submitted, of the Borrower.  There are no
material liabilities of the Borrower,  direct or indirect,  fixed or contingent,
as of the date of such  statements  or business  plans  which are not  reflected
therein. There has been no material adverse change in the financial condition or
operations of the Borrower from that set forth in said  financial  statements or
business  plans  except  changes  previously  disclosed in writing to the Lender
prior to the date hereof.

     4.07. Taxes. Borrower has paid or caused to be paid all federal,  state and
local taxes to the extent that such taxes have become due,  unless the  Borrower
is  contesting  in good faith any such tax.  Borrower  has filed or caused to be
filed all federal, state and local tax returns which are required to be filed by
Borrower.

     4.08. Title to Properties.  Borrower owns all of its properties and assets,
including the  Collateral,  free and clear of any liens,  except for those liens
which have been  specifically  acknowledged  by Lender under Section 3.02 of the
Mortgage. Borrower does not presently own any real property.

     4.09.  Licenses and Permits.  Borrower has duly  obtained and now holds all
licenses, permits,  certifications,  approvals and the like necessary to own and
operate  their  property  and business  that are required by federal,  state and
local laws of the jurisdictions in which Borrower conducts its business and each
remains valid and in full force and effect.

     4.10.  Subsidiaries.  Borrower has no Subsidiaries  other than Subsidiaries
heretofore  disclosed to the Lender,  or hereafter  formed or acquired  with the
prior written consent of the Lender.

     4.11. Certain  Indebtedness.  There is no Indebtedness of Borrower owing to
any employee,  officer, member or member of the management committee of Borrower
other than (a) accrued  salaries,  commissions and the like, and (b) obligations
under the Services Agreement.

     4.12.  Location of Office.  The chief executive  office of the Borrower and
the office where its records concerning accounts and contract rights are kept is
identified in Schedule 1 hereto.

     4.13. Required Approvals.  No license,  consent,  permit or approval of any
governmental  agency or  authority  is required to enable the  Borrower to enter
into this  Agreement  or to perform any of its  obligations  provided for herein
except as disclosed  on Schedule 1 hereto and except with respect to  regulatory
approvals which may be required in connection  with the Lender's  enforcement of
certain remedies hereunder.

     4.14. ERISA.  Each pension plan of Borrower and its Subsidiaries  providing
benefits for employees of Borrower or such Subsidiary covered by Title IV of the
Employee Retirement Income Security Act of 1974, as amended, and the regulations
thereto ("ERISA"),  is in compliance with ERISA in all material respects, and no
material liability to the Pension Benefit Guaranty  Corporation ("PBGC") or to a
multiemployer  plan has been, or is expected by Borrower or its  Subsidiaries to
be, incurred by Borrower or such Subsidiaries.

     5. CONDITIONS OF LENDING

     The Lender shall have no obligation to make the initial Advance to Borrower
hereunder  unless, as of the date of Closing,  each of the following  conditions
precedent shall be satisfied as provided below:

     5.01. Legal Matters.  All legal matters incident to the consummation of the
transactions hereby contemplated shall be reasonably satisfactory to counsel for
the Lender and to such local counsel as counsel for the Lender may retain.

     5.02.  Documents.  There shall have been  delivered  to the  Lender,  fully
completed  and  duly  executed  (when  applicable),  the  following,  reasonably
satisfactory to the Lender and its counsel:

     (a) This Agreement and the Note.

     (b) Certified copies of all such  organizational  documents and proceedings
of the Borrower authorizing the transactions herein contemplated.

     (c) A written opinion from Borrower's and Horizon's counsel addressing such
legal matters as the Lender or its counsel shall reasonably require.

     (d) The Borrower  shall have (i) executed  the  Mortgage;  (ii) if any real
property is owned by Borrower,  recorded a valid and binding  Mortgage  granting
Lender  a first  lien in all  real  property  owned  by  Borrower;  (iii)  filed
financing  statements in all  jurisdictions  necessary to provide Lender a first
priority,  perfected  security interest in all Collateral which may be perfected
by the filing of financing  statements;  and (iv) delivered such other documents
as are necessary to create or continue a perfected security interest in favor of
the Lender in the Collateral.

     (e) The Pledge Agreements.

     (f) A secured  guaranty and mortgage  and security  agreement,  in form and
substance  satisfactory  to Lender,  executed by the Guarantor  guarantying  the
lesser of (i)  $7,852,665 of principal  plus  interest and fees due thereon,  or
(ii) 12.26% of Borrower's outstanding debt under the Vendor Supported Loans.

     (g) An unsecured  guaranty in amount,  form and substance  satisfactory  to
Lender, from the Vendor Guarantor.

     (h) A  collateral  assignment  of the  Purchase  Agreement  and  all  other
material operating and management contracts.

     (i) A collateral assignment of the Services Agreement.

     (j) A collateral assignment of the Tower Agreements.

     (k) A Consent and Agreement by and among Borrower, Lender, Vendor Guarantor
and Sprint setting forth the rights and remedies available to the parties in the
event of a default under the Management Agreement or this Agreement.

     (l)  Copies of the Cell Site  Agreements  and SLAs in effect at the time of
Closing for those sites where Borrower intends to build out its PCS system.

     (j)  A  fully  executed  modification  agreement,  in  form  and  substance
satisfactory  to Lender,  amending  the August 29,  1997 Loan  Agreement  by and
between  Borrower and Lender  (designated OH 803-A-01),  modifying the financial
covenant  provisions  in that  agreement so that they  conform to the  financial
covenant provisions of this Agreement.

     5.03. Government Approvals. The Borrower shall have furnished to the Lender
true and  correct  copies  of all  certificates,  authorizations  and  consents,
including  without  limitation the consents  referred to in Section 4.13 hereof,
necessary for the  execution,  delivery or  performance  by the Borrower of this
Agreement, the Note and the Mortgage.

     5.04.  Representations,  Warranties and Material Change.  At Closing and at
the date of every subsequent Advance hereunder,  all covenants,  representations
and warranties  set forth in this Agreement  shall be true and correct on and as
of such time with the same effect as though such covenants,  representations and
warranties  had been made on and as of such date; no Event of Default  specified
in Section 8 and no event which,  with the lapse of time or the giving of notice
and lapse of time  specified in Section 9 would become such an Event of Default,
shall have occurred and be continuing or will have occurred  after giving effect
to the  Advance  on the books of the  Borrower;  there  shall have  occurred  no
material  adverse  change in the business or  condition,  financial or otherwise
from the most recent financial  statements submitted to Lender prior to the date
of this  Agreement  by  Borrower  in  connection  with  the  proposed  financing
hereunder, of the Borrower or the Vendor Guarantor.

     5.05. Mortgage Filing.  Within ten (10) days of acquiring any real property
or  fixtures,  the Borrower  shall cause the  Mortgage to be duly  recorded as a
first  mortgage  on all real  property  and the  Mortgage  or other  appropriate
documentation  shall  have been duly  filed,  recorded  or indexed as a security
interest  in  personal  property  wherever  the  Lender  shall  have  reasonably
requested,  all in accordance  with  applicable law, and the Borrower shall have
caused satisfactory evidence thereof to be furnished to the Lender.

     5.06.  Special  Conditions.  At Closing and at the time of every subsequent
Advance hereunder, the Lender and its counsel shall be reasonably satisfied that
the  Borrower  has  complied  and will  continue  to  comply  with  any  special
conditions identified in Schedule 1 hereto.

     5.07.  Requisitions.  The  Borrower  will  request  Advances by  submitting
requisitions  to Lender in the form set forth in Exhibit A  attached  hereto and
made a part hereof. Pursuant to the terms and conditions hereof, the Lender will
wire the  proceeds  of the  requested  Advance to an account as  directed by the
Borrower.

     6. AFFIRMATIVE COVENANTS

     Borrower  covenants  and  agrees  with the  Lender  that,  until all of the
Obligations have been paid in full, Borrower will:

     6.01.  Membership.  Remain a member  or an  affiliate  of a member  in good
standing of the Lender.

     6.02.  Financial  Reports  and  Other  Information.  Furnish,  in form  and
substance  reasonably  satisfactory to Lender: (a) a full and complete report of
Borrower's and its Subsidiaries'  consolidated financial condition at least once
during each  12-month  period  during the term hereof but in no event later than
120 days after the end of each fiscal year of Borrower,  which shall include (i)
annual  financial  statements  prepared on a  consolidated  basis and audited by
independent public accountants selected by Borrower and reasonably acceptable to
Lender,  accompanied by an opinion of such accountants  reasonably acceptable to
Lender, and (ii) unaudited annual consolidating financial statements of Borrower
and its Subsidiaries;  (b) unaudited quarterly financial  statements of Borrower
and its  Subsidiaries  prepared on a  consolidated  basis which shall  include a
balance  sheet,  a statement  of income and a  statement  of cash flows for such
quarter  and  year-to-date  with  comparisons  to budget  for such  quarter  and
year-to-date,  within 60 days after the end of each fiscal  quarter of Borrower;
(c) quarterly  management or statistical reports which shall include subscriber,
penetration,  coverage and other operating statistics,  within 60 days after the
end of each fiscal quarter of Borrower;  (d) an operating budget, capital budget
and updated 10-year financial projections, prior to the beginning of each fiscal
year of Borrower;  (e) such other information,  reports or statements concerning
the operations,  business affairs and/or financial condition of Borrower and its
Subsidiaries  as the Lender may  reasonably  request from time to time;  and (f)
promptly  upon  their  becoming  available,  information  regarding  any and all
material  changes  or  modifications  of  licenses,   permits,   certifications,
approvals and the like  necessary for Borrower to own or operate its business or
a substantial part of its business.

     6.03.  Financial Books; Lender Right of Inspection.  At all times keep, and
safely  preserve,  proper  books,  records  and  accounts in which full and true
entries  will  be made  of all of the  dealings,  business  and  affairs  of the
Borrower,  in  accordance  with methods of  accounting  prescribed  by the state
regulatory body having jurisdiction over the Borrower, or in the absence of such
regulatory body or such prescription, by the FCC or in accordance with generally
accepted  accounting  principles.  Upon reasonable  notice to the Borrower,  the
Lender,  through  its  representatives,  shall at all  times  during  reasonable
business  hours have access to, and the right to inspect and make copies of, any
or all books, records and accounts, and any or all invoices,  contracts, leases,
payrolls,  canceled  checks,  statements and other documents and papers of every
kind  belonging to or in  possession  of the Borrower and its  Subsidiaries  and
pertaining to the Borrower's and its Subsidiaries' property or business, for the
sole purpose of determining  compliance by the Borrower of its obligations under
this Agreement.

     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 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

     6.05. Annual Certificate.  Within 120 days after the close of each calendar
year, commencing with the year in which the initial Advance hereunder shall have
been made,  deliver to the Lender a written  statement  signed by the president,
chief  executive  officer or chairman  stating that to the best of said person's
knowledge,  the  Borrower  has  fulfilled  all of  its  Obligations  under  this
Agreement, the Note, and the Mortgage throughout such year or, if there has been
a default  in the  fulfillment  of any such  Obligations,  specifying  each such
default known to said person and the nature and status thereof.

     6.06. Use of Proceeds.  Use Advances made hereunder and under the Note only
for the  purposes  identified  in  Schedule 1 hereto and for the  payment of the
costs,  expenses and fees  incident to this  Agreement  and for no other purpose
whatsoever without the prior written consent of the Lender.

     6.07. Special Affirmative Covenants. During the term hereof, Lender and its
counsel  shall be  fully  satisfied  that the  Borrower  has  complied  and will
continue to comply with any special affirmative covenants identified in Schedule
1 hereto.

     7. NEGATIVE COVENANTS

     7.01.  Notice.  Borrower covenants and agrees with the Lender that Borrower
will not,  directly or  indirectly,  without giving written notice to the Lender
thirty (30) days prior to the effective date of any change:

     (a) Change Location of Chief Executive  Office.  Change the location of the
Borrower's chief executive office.

     (b) Change of Name. Change the name of Borrower.

     7.02. Consent.  Borrower covenants and agrees with the Lender that Borrower
and its Subsidiaries will not, directly or indirectly, without the prior written
consent of the Lender,  or in the case of  additional  indebtedness  pursuant to
Section  7.02(c) below,  without the prior written consent of the Lender and the
Vendor:

     (a) Control. Merge, consolidate,  liquidate,  alter or permit alteration of
control of the  Borrower,  except for those  change of control  events which are
contemplated  by  the  Services  Agreement.  Control  shall  be  as  defined  by
regulations for PCS companies issued by the FCC.

     (b)  Subsidiaries/Line  of Business.  Form or acquire any  Subsidiaries  or
engage in any other business besides that of the telecommunications business.

     (c) Additional  Indebtedness.  Borrow money on a secured or unsecured basis
from any other lender or incur any additional secured or unsecured Indebtedness;
or enter  into or  allow  any of its  Subsidiaries  to  enter  into any  Leases;
provided,  however,  Borrower  and its  Subsidiaries  may grant  purchase  money
secured  indebtedness  or  incur  unsecured  trade  debt  or pay  other  current
operating  liabilities  that arise in the ordinary course of business so long as
the aggregate total of such debt does not exceed ten percent (10%) of Borrower's
consolidated  total assets.  Borrower may enter into Leases incurred pursuant to
the Master Lease  Agreement  without  prior  written  approval of Lender and the
Vendor.

     (d) Material Contracts.  Terminate,  materially amend, modify or assign its
rights  under  the  Purchase  Agreement,  the  Tower  Agreements,  the  Services
Agreement, the Management Agreement or any other material contracts or operating
agreements.

     7.03 Dividends and Other Cash Distributions.  The Borrower will not, in any
one fiscal year, without the prior approval in writing of the Lender (a) declare
or pay any dividends or make any other  distribution to its members with respect
to its  membership  interests;  (b)  purchase  or redeem  or  retire  any of its
membership interests; or (c) pay any management fees other than those being paid
pursuant to the  Services  Agreement  or pay any  increase in  management  fees,
unless  with  respect  to any of the  foregoing  (after  giving  effect  to such
transaction)  (1) (a) Borrower  maintains a Current Ratio of not less than 1.25;
and (b)  Borrower  meets  the  Minimum  Net  Worth  Test  -or- (2) (a)  Borrower
maintains  a Current  Ratio of not less than  1.25;  (b)  Borrower  maintains  a
minimum Net Worth to total assets of not less than twenty-five percent (25%) and
(c) the  payment  of such  dividend,  the  making of such  distribution,  or the
purchase, redemption or retirement of such membership interests, individually or
in the aggregate,  does not exceed twenty-five percent (25%) of the prior fiscal
year-end Cash Margins in any one fiscal year.  Notwithstanding the foregoing, in
no event may the  Borrower  make such a  distribution  or payment  (i) while the
guaranty  from the Vendor  Guarantor is in effect,  or (ii) when there is unpaid
any due installment of principal  and/or interest on the Note or if the Borrower
is otherwise in material  default of any provision of this Agreement or would be
in  material  default  hereunder  as a result of such  distribution  or payment.
Further  notwithstanding  the  foregoing,  and  notwithstanding  anything to the
contrary contained in the Services Agreement, upon the occurrence of an Event of
Default  hereunder which has not been cured within any applicable  grace period,
Lender may, at its option, (i) restrict payments under the Services Agreement by
Bright PCS to Borrower to cost-based  reimbursements  upon five (5) days written
notice to Borrower and Bright PCS, or (ii) terminate the Services Agreement upon
thirty (30) days written notice to Bright PCS.

     7.04.  Limitations on Contracts;  Deposits of Funds. The Borrower will not,
without the  approval in writing of the Lender:  (a) enter into any  contract or
contracts  (i) for  management of its business or any  substantial  part thereof
other than the Services Agreement;  (ii) for the operation or maintenance of all
or any substantial  part of its property other than the Services  Agreement,  or
(iii)  for the use by  others of any of the  Collateral  in excess of  $100,000;
provided,  however,  that such  approval  shall not be required for any contract
less than  $100,000  which in form and  substance  substantially  conforms  with
contracts  in general use in the  Borrower's  industry by  companies of size and
character similar to Borrower or which substantially  conform to contracts which
are  currently in existence  that  Borrower is a party to; or (b) deposit any of
its funds, regardless of the source thereof, in any bank which is not insured by
the Federal Deposit Insurance Corporation or the successor thereof.

     7.05. Limitations on Loans, Investments and Other Obligations. The Borrower
will not, without the written approval of the Lender, hereafter make any loan or
advance to, or make any  investment  in, or purchase or make any  commitment  to
purchase any stock, bonds, notes or other securities of, or guaranty,  assume or
otherwise  become  obligated or liable with respect to the  obligations  of, any
person,  firm  or  corporation,   except  (a)  securities  or  deposits  issued,
guaranteed or fully insured as to payment by the United States Government or any
agency thereof;  (b) Subordinated Capital Certificates or other certificates and
securities  of the Lender or of National  Rural  Utilities  Cooperative  Finance
Corporation;  (c)  investments  and  obligations  of  institutions  whose senior
unsecured  debt  obligations  are  rated by at least two  nationally  recognized
ratings  organizations  in  either  of  its  two  highest  categories;  and  (d)
investments incidental to loans made by Lender.

     7.06.  Sale of Assets.  The Borrower and any Subsidiary of the Borrower may
not, without prior written  approval of the Lender,  sell, lease or transfer any
Collateral  unless the fair market value of such asset is less that $250,000 and
the aggregate value of assets sold, leased or transferred in any 12-month period
is less than  $1,000,000.  For purposes of this Section 7.06,  Borrower may sell
those  investments  which are permitted in Section 7.05 above without  obtaining
the prior written approval of Lender.  Furthermore,  Borrower may sell, lease or
transfer  inventory,  customer  premise  equipment  and PABX  equipment  without
obtaining the prior written approval of Lender. The proceeds of such sale, lease
or  transfer  (other  than  the  sale of  handsets  and  accessories  to  retail
customers),  less  ordinary  and  reasonable  expenses  incident  to  such  sale
transaction,  must be (a)  immediately  applied as  prepayment  (subject  to any
applicable  prepayment  fees)  pro-ratably of the Note or any other notes by and
between  Borrower and Lender (when permitted under the respective  terms of each
loan  agreement  by  and  between  Borrower  and  Lender);  or (b)  used  to buy
replacement  property  as may be  designated  by  Lender at the time of any such
prepayment;  or (c)  set  aside  as a  deposit  in an  account  selected  by the
Borrower.  Notwithstanding  anything to the  contrary  herein,  Borrower may not
sell,  lease,  partition or disaggregate any of its right,  title or interest in
the PCS licenses, spectrum or service areas identified in the Recitals on page 1
hereto, without obtaining the prior written consent of Lender.

     7.07. Special Negative  Covenants.  During the term hereof,  Lender and its
counsel  shall be  fully  satisfied  that the  Borrower  has  complied  and will
continue to comply with any special negative covenants  identified in Schedule 1
hereto.

     8. EVENTS OF DEFAULT

     The occurrence of any one or more of the following  events shall constitute
an "Event of Default":

     (a)  Representation  and Warranties.  Any  representation  or warranty made
herein, in any of the Other Agreements or in any statement, report, certificate,
opinion,  financial  statement or other document furnished or to be furnished in
connection  with  this  Agreement  or the  Other  Agreements  shall  be false or
misleading in any material respect.

     (b)  Payment.  Failure of Borrower to make any of the payment  Obligations,
including,  without  limitation,  any sum due the Lender under this Agreement or
any of the Other  Agreements,  when and as the same shall become due, whether at
the due date thereof, by demand, by acceleration or otherwise.

     (c) Other  Covenants.  Failure  of  Borrower  to  observe  or  perform  any
warranty,  covenant or condition  to be observed or performed by Borrower  under
this Agreement or any of the Other Agreements.

     (d) Legal Existence. The Borrower shall forfeit or otherwise be deprived of
its  company  charter,  franchises,  permits,  easements,  consents  or licenses
required to carry on any material portion of its business.

     (e) Other  Obligations.  Default by the Borrower in the payment when due of
any  money  owed  by the  Borrower,  whether  principal,  interest,  premium  or
otherwise,  under any other agreement for borrowing money in an amount in excess
of ten percent (10%) of  Borrower's  consolidated  total assets,  whether or not
such borrowing is secured.

     (f)  Bankruptcy.  A court  shall  enter a decree or order for  relief  with
respect to the Borrower or any Subsidiary or Vendor  Guarantor in an involuntary
case under any  applicable  bankruptcy,  insolvency  or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,  assignee, custodian,
trustee,  sequestrator  or  similar  official,  or  ordering  the  winding up or
liquidation of its affairs,  and such decree or order shall remain  unstayed and
in effect for a period of sixty (60)  consecutive  days or the  Borrower  or any
Subsidiary  or Vendor  Guarantor  shall  commence  a  voluntary  case  under any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect,  or under any such  law,  or  consent  to the  appointment  or taking of
possession  by a receiver,  liquidator,  assignee,  custodian  or trustee,  of a
substantial part of its property, or make any general assignment for the benefit
of creditors.

     (g)  Dissolution or  Liquidation.  Other than as provided in subsection (f)
above,  the  dissolution  or  liquidation  of the Borrower or any  Subsidiary or
Vendor  Guarantor,  or  failure  by the  Borrower  or any  Subsidiary  or Vendor
Guarantor  promptly  to  forestall  or  remove  any  execution,  garnishment  or
attachment of such consequence as will materially impair its ability to continue
its  business or fulfill its  obligations  and such  execution,  garnishment  or
attachment shall not be vacated within sixty (60) days.

     (h) Final Judgment. A final  non-appealable  judgment in excess of $100,000
shall be entered against the Borrower and shall remain  unsatisfied or without a
stay for a period of sixty (60) days.

     (i)  Vendor  Guarantor  Default.  Default by the  Vendor  Guarantor  in the
payment when due of any money owed to Lender under any guaranty  between  Lender
and Vendor Guarantor related to this Loan.

     9. RIGHTS AND REMEDIES

     9.01. Rights and Remedies of the Lender. Upon the occurrence of an Event of
Default, the Lender may, subject to:

     (i) thirty (30) days prior written  notice during which time Borrower shall
have the  opportunity  to cure said  Event of  Default  except  with  respect to
Obligations  pursuant to Section 8(b) for which  Borrower shall be provided five
(5) days prior  written  notice,  and  Sections  8(f) and 8(g) above which shall
require no notice or demand and shall have no period to cure; and

     (ii) compliance, if required, with the rules and regulations of the FCC and
any state public service or utilities commission having jurisdiction;

exercise  in any  jurisdiction  in  which  enforcement  hereof  is  sought,  the
following rights and remedies,  in addition to all rights and remedies available
to the  Lender  under  applicable  law,  all  such  rights  and  remedies  being
cumulative and enforceable alternatively, successively or concurrently:

     (a) Declare all unpaid  principal  outstanding on the Note, all accrued and
unpaid  interest  thereon,  and all other  Obligations to be immediately due and
payable and the same shall thereupon become  immediately due and payable without
presentment,  demand,  protest  or notice of any kind,  all of which are  hereby
expressly waived.

     (b) Institute any proceeding or proceedings to enforce the Obligations owed
to, or any Liens in favor of the Lender.

     (c)  Pursue  all  rights and  remedies  available  to the  Lender  that are
contemplated by the Mortgage or the Pledges in the manner,  upon the conditions,
and with the effect  provided in the Mortgage or the Pledges,  including but not
limited to a suit for specific performance, injunctive relief or damages.

     9.02.  Cumulative Nature of Remedies.  Nothing herein shall limit the right
of the Lender,  subject to notice and right to cure provisions contained herein,
to pursue  all  rights  and  remedies  available  to a  creditor  following  the
occurrence of an Event of Default subject to compliance,  if required,  with the
rules and  regulations  of the FCC and any state  public  service  or  utilities
commission having  jurisdiction.  Each right,  power and remedy of the Lender in
this Agreement  and/or the Other  Agreements shall be cumulative and concurrent,
and recourse to one or more rights or remedies  shall not constitute a waiver or
any other right, power or remedy.

     9.03.  Costs and Expenses.  Borrower agrees to pay and to be liable for any
and all expenses,  including actual attorney's fees and court costs,  reasonably
incurred by the Lender in exercising or enforcing any of its rights hereunder or
under the Other  Agreements,  together  with  interest  thereon  at the rate and
determined in the manner  provided in the Mortgage.  Subject to the Mortgage and
applicable  law,  the  Lender  may  apply all  Collateral  and  proceeds  of all
Collateral  to the  Obligations  in any  manner  which the  Lender,  in its sole
discretion,  deems appropriate,  and Borrower will continue to be liable for any
deficiency.

     9.04. Late Payment Charges. If payment of any principal and/or interest due
under  the terms of the Note is not  received  at the  office  of the  Lender in
Herndon,  Virginia,  or as the Lender may  otherwise  designate to the Borrower,
within  such time  period as the Lender may  prescribe  from time to time in its
policies in connection with any late payment charges,  which in no event will be
less than five (5) days (such unpaid amount of principal  and/or  interest being
herein called the  "delinquent  amount" and the period  beginning after such due
date  until   payment  of  the   delinquent   amount  being  herein  called  the
"late-payment  period"), the Borrower will pay to the Lender, in addition to all
other amounts due under the terms of the Note, the Mortgage, and this Agreement,
any late-payment  charge as may be fixed by the Lender from time to time, on the
delinquent  amount  for the  late-payment  period;  provided,  however,  no late
payment  charge shall exceed an amount equal to the then  prevailing  bank prime
rate  published in the "Money Rates"  column of the Eastern  edition of the Wall
Street  Journal  plus  three  percent  (3%) per annum on the  delinquent  amount
computed over the late-payment period on the basis of a 365-day year.

     9.05.  Lender's Setoff. The Lender shall have the right, in addition to all
other rights and remedies  available to it, to setoff and to recover against any
or all of the Obligations  due to Lender,  any monies now and hereafter owing to
Borrower by the Lender,  including  but not limited to any monies owed by Lender
to Borrower  as a result of  Borrower's  SCC  investments.  Borrower  waives all
rights of setoff, deduction, recoupment or counterclaim.

     10. MISCELLANEOUS

     10.01. Performance for Borrower. Borrower agrees and hereby authorizes that
the Lender  may,  in its  reasonable  discretion,  but the  Lender  shall not be
obligated  to,  advance  funds on behalf of  Borrower  without  prior  notice to
Borrower,  in order to insure Borrower's  compliance with any material covenant,
warranty,  representation  or agreement of Borrower  made in or pursuant to this
Agreement  or any of the Other  Agreements,  to preserve or protect any right or
interest of the Lender in the  Collateral or under or pursuant to this Agreement
or any of the Other Agreements, including without limitation, the payment of any
insurance premiums or taxes and the satisfaction or discharge of any judgment or
any Lien upon the Collateral or other property or assets of Borrower;  provided,
however,  that the making of any such advance by the Lender shall not constitute
a waiver by the  Lender of any  Event of  Default  with  respect  to which  such
advance is made nor  relieve  Borrower  of any such Event or  Default.  Borrower
shall pay to the Lender  upon demand all such  advances  made by the Lender with
interest  thereon at the rate and determined in the manner provided in the Note.
All such advances shall be deemed to be included in the  Obligations and secured
by the security interest granted the Lender hereunder to the extent permitted by
law.

     10.02.  Expenses  and Filing Fees.  Whether or not any of the  transactions
contemplated  hereby shall be consummated,  Borrower agrees to pay to the Lender
at  Closing  or  thirty  (30) days  after the  execution  and  delivery  hereof,
whichever is earlier,  all expenses of the Lender in connection  with the filing
or recordation of all financing statements and instruments as may be required by
the Lender at the time of, or subsequent  to, the  execution of this  Agreement,
including,  without limitation, all documentary stamps, recordation and transfer
taxes and other  costs and taxes  incident  to  recordation  of any  document or
instrument  in  connection  herewith.  Borrower  agrees  to  save  harmless  and
indemnify the Lender from and against any liability  resulting  from the failure
to  pay  any  required  documentary  stamps,  recordation  and  transfer  taxes,
recording costs, or any other expenses incurred by the Lender in connection with
this Agreement. The provisions of this Section 10.02 shall survive the execution
and delivery of this Agreement and the payment of all other Obligations.

     10.03.  Waivers by  Borrower.  Except for notices of  non-payment  or other
notices of default  otherwise  provided herein,  Borrower hereby waives,  to the
extent the same may be waived under  applicable law: (a) in the event the Lender
seeks to repossess  any or all of the  Collateral by judicial  proceedings,  any
bond(s)  or  demand(s)  for  possession  which  otherwise  may be  necessary  or
required;   (b)  presentment,   demand  for  payment,   protest  and  notice  of
non-payment, and all exemptions; and (c) substitution,  impairment,  exchange or
release of any collateral  security for any of the Obligations.  Borrower agrees
that the Lender may exercise any or all of its rights and/or remedies  hereunder
and  under the Other  Agreements  without  resorting  to and  without  regard to
security or sources of liability with respect to any of the Obligations.

     10.04. Waivers by the Lender. Neither any failure nor any delay on the part
of the Lender in exercising any right, power or remedy hereunder or under any of
the Other  Agreements  shall operate as a waiver thereof,  nor shall a single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.

     10.05.  Lender's  Records.  Absent  bad  faith  or  manifest  error,  every
statement of account or  reconciliation  rendered by the Lender to Borrower with
respect to any of the Obligations  shall be presumed  conclusively to be correct
and shall  constitute an account stated between the Lender and Borrower  unless,
within forty five (45)  Business  Days after such  statement  or  reconciliation
shall have been mailed,  postage prepaid, to Borrower,  the Lender shall receive
written notice of specific objection thereto.

     10.06.  Modifications.  No  modification or waiver of any provision of this
Agreement,  the Note, the Mortgage,  the Pledges or any of the Other Agreements,
and no consent to any  departure  by  Borrower  therefrom  shall in any event be
effective  unless the same shall be in writing,  and then such waiver or consent
shall be effective  only in the specific  instance and for the purpose for which
given.  No notice to or demand upon Borrower in any case shall entitle  Borrower
to any  other  or  further  notice  or  demand  in the  same,  similar  or other
circumstances.

     10.07. Notices. All notices, requests and other communications provided for
herein including, without limitation, any modifications of, or waivers, requests
or consents under, this Agreement shall be given or made in writing  (including,
without limitation,  by telecopy) and delivered to the intended recipient at the
"Address  for  Notices"  specified  below;  or, as to any  party,  at such other
address as shall be  designated  by such party in a notice to each other  party.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when  personally  delivered  or, in the case of a
mailed or telecopied  notice,  upon receipt,  in each case given or addressed as
provided for herein.  The Address for Notices of the  respective  parties are as
follows:

                                    Rural Telephone Finance Cooperative
                                      Woodland Park
                                    2201 Cooperative Way
                                    Herndon, Virginia  20171-3025
                                    Attention:  Loan Officer
                                    Fax: 703-709-6780

                                    The Borrower:

                                    The address set forth in
                                    Schedule 1 hereto

     10.08. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

     (a) THE PERFORMANCE AND  CONSTRUCTION OF THIS AGREEMENT AND THE NOTE, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH
OF VIRGINIA.

     (b) BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE  JURISDICTION OF THE UNITED
STATES COURTS LOCATED IN VIRGINIA AND OF ANY STATE COURT SO LOCATED FOR PURPOSES
OF ALL LEGAL  PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED  HEREBY.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT  PERMITTED BY APPLICABLE  LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING  BROUGHT IN SUCH A COURT
AND ANY CLAIM  THAT ANY SUCH  PROCEEDING  HAS BEEN  BROUGHT  IN AN  INCONVENIENT
FORUM.

     (c) EACH OF THE BORROWER AND THE LENDER HEREBY  IRREVOCABLY  WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL  PROCEEDING  ARISING OUT OF OR RELATING  TO THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     10.09.  Holiday  Payments.  If any  payment  to be  made  by  the  Borrower
hereunder  shall become due on a day which is not a Business  Day,  such payment
shall be made on the next  succeeding  Business  Day and such  extension of time
shall be included in computing any interest in respect of such payment.

     10.10.  Survival;  Successors  and  Assigns.  All  covenants,   agreements,
representations  and warranties  made herein and in the Other  Agreements  shall
survive  Closing and the execution  and delivery to the Lender of the Note,  and
shall continue in full force and effect until all of the  Obligations  have been
paid in full.  Whenever in this  Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party. All covenants, agreements, representations and warranties by or on behalf
of Borrower which are contained in this Agreement and the Other Agreements shall
inure to the benefit of the successors and assigns of the Lender.

     10.11.  Use of Terms. The use of any gender or the neuter herein shall also
refer to the other  gender or the neuter  and the use of the  plural  shall also
refer to the singular, and vice versa.

     10.12.  Severability.  If any term,  provision  or  condition,  or any part
thereof,  of this Agreement or any of the Other  Agreements shall for any reason
be found or held invalid or unenforceable by any court or governmental agency of
competent jurisdiction, such invalidity or unenforceability shall not affect the
remainder of such term,  provision or condition nor any other term, provision or
condition,  and this Agreement, the Note, and the Other Agreements shall survive
and be  construed  as if  such  invalid  or  unenforceable  term,  provision  or
condition had not been contained therein.

     10.13. Merger and Integration. This Agreement and the attached exhibits and
matters  incorporated by reference  contain the entire  agreement of the parties
hereto with  respect to the matters  covered and the  transactions  contemplated
hereby,  and no other agreement,  statement or promise made by any party hereto,
or by any employee, officer, agent or attorney of any party hereto, which is not
contained herein, shall be valid or binding.

     10.14.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts and by different parties hereto on separate  counterparts,  each of
which,  when so  executed  and  delivered,  shall be an  original,  but all such
counterparts shall together constitute one and the same instrument.

     10.15.  Headings. The headings and sub-headings contained in this Agreement
are intended to be used for convenience  only and do not constitute part of this
Agreement.

     10.16.  Assignment.  The Lender may assign its rights and obligations under
this  Agreement  and the Other  Agreements  without the consent of the Borrower;
provided,  however,  that no such assignment shall result in terms or conditions
less  favorable  to  Borrower.  The Borrower may not assign any of its rights or
obligations  under this  Agreement  or the Other  Agreements  without  the prior
written consent of the Lender.

     10.17. Right to Inspect.  The Borrower shall permit  representatives of the
Lender at any time during normal  business  hours to inspect and make  abstracts
from  the  books  and  records   pertaining  to  the   Collateral,   and  permit
representatives  of the Lender to be present at Borrower's  place of business to
receive copies of all communications and remittances relating to the Collateral,
all in such manner as the Lender may reasonably require.

     10.18. Consent to Patronage Capital Distributions. Borrower hereby consents
that the amount of any distributions with respect to Borrower's  patronage which
are made in written  notices of  allocation  (as defined in Section  1388 of the
Internal  Revenue  Code  of  1986,  as  amended  ("Code")  including  any  other
comparable successor provision) and which are received from Lender will be taken
into account by Borrower at their stated dollar  amounts in the manner  provided
in Section 1385(a) of the Code in the taxable year in which such written notices
of allocation are received. Although Lender makes no representations, warranties
or assurances of future  actions  hereby,  Lender  currently  retires  patronage
capital  in two  different  classes  as  follows:  (a)  Class  One -- 70% of the
patronage  capital is retired in cash shortly after the end of the year in which
it was allocated and (b) Class Two -- 30% of the patronage capital allocation is
retired on Lender's Board approved rotation cycle, which is currently 15 years.

     10.19.  Further  Assurances.  The Borrower will, upon demand of the Lender,
make,  execute,  acknowledge  and  deliver  all such  further  and  supplemental
indentures  of  mortgage,  deeds  of  trust,  mortgages,  financing  statements,
continuation  statements,  security  agreements and/or any other instruments and
conveyances  as may be  reasonably  requested  by the Lender to  effectuate  the
intention of this  Agreement  and to provide for the securing and payment of the
principal of and interest on the Note according to the terms thereof.

     10.20.  Lender's  Approval.  Wherever prior written  approval or consent of
Lender is required  under the terms and  conditions  of this  Agreement,  Lender
hereby agrees to not unreasonably withhold or delay said approval.

     10.21.  Schedule 1. Schedule 1 attached  hereto is an integral part of this
Agreement.

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


                                          HORIZON PERSONAL COMMUNICATIONS, INC.


                                          By:__________________________________

                                          Title:_______________________________

(SEAL)


Attest:_____________________________

Title:______________________________


                                         RURAL TELEPHONE FINANCE COOPERATIVE


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


Attest:_____________________________
       Assistant Secretary-Treasurer



<PAGE>

                                   SCHEDULE 1


1.   The "Commitment" shall mean $40,500,000.

2.   The "Mortgage"  defined in Section 1 is the Restated  Mortgage and Security
     Agreement  by and  between  Borrower  and  Lender  dated  as of  even  date
     herewith.

3.   The months  relating to the Payment  Date are March,  June,  September  and
     December.

4.   In  accordance  with Section  2.03,  the Loan shall  amortize  quarterly as
     follows:  (a) interest  only for four (4) years,  followed by (b) principal
     payments due in equal quarterly installments,  plus accrued interest, based
     on the following schedule:

     Quarter               Year                Percent [%] of Principal
                                                Paid per Quarter/Year

      17-20                  5                       2.50%/10.0%

      21-24                  6                       3.75%/15.0%

      25-28                  7                       3.75%/15.0%

      29-32                  8                       5.00%/20.0%

      33-36                  9                       5.00%/20.0%

      37-40                 10                       5.00%/20.0%


5.   The amount referred to in Section 2.05 is $2,025,000.

6.   The chief executive  office of the Borrower  referred to in Section 4.12 is
     68 East Main Street, Chillicothe, OH 45601.

7.   The government authorities referred to in Section 4.13 are the FCC.

8.   The special conditions referred to in Section 5.06 are as follows:

     A.   Prior to the  initial  Advance of any funds  hereunder,  Lender  shall
          receive  in form and  substance  reasonably  satisfactory  to  Lender,
          copies of the following:

          (i)  All   management,   maintenance,   service  and  other   material
               agreements executed by Borrower, including but not limited to (a)
               the  Purchase  Agreement,  (b)  the  Tower  Agreements,  (c)  the
               Services  Agreement,   (d)  the  Management  Agreement,  (e)  the
               Reimbursement and Security  Agreement by and between Borrower and
               Vendor  executed and delivered in  connection  with this Loan and
               (f) the  Subordination  Agreement(s)  with  Vendor  executed  and
               delivered in connection with this Loan.

          (ii) Borrower's filed Articles of Incorporation and By-Laws;

          (iii)The  revised  equity  subscription  and  tax  sharing  agreements
               between  Borrower  and Horizon  Telcom,  Inc..  All of the equity
               subscription  and tax  sharing  agreements  must  have  terms and
               conditions reasonably satisfactory to Lender.

          (iv) Amendments to the Management  Agreement to include the additional
               markets in Tennessee  and the  Wholesale  Markets,  and all other
               material management and service agreements with other entities;

          (v)  A Consent  and  Agreement  by and between  Borrower,  Sprint PCS,
               Lender, and Vendor; and

          (k)  Evidence that each Pledgor has received all necessary regulatory,
               creditor and third party  approvals and consents to the pledge of
               the collateral described in the respective Pledge Agreements.

          (l)  A fully executed  modification  agreement,  in form and substance
               satisfactory  to  Lender,  amending  the  August  29,  1997  Loan
               Agreement  by and  between  Borrower  and Lender  (designated  OH
               803-A-01),  modifying the financial  covenant  provisions in that
               agreement  so  that  they  conform  to  the  financial   covenant
               provisions of this Agreement.

     B.   On or  prior  to the  date of the  initial  Advance  under  the  Loan,
          Borrower  shall  have  entered  into  a  revised  equity  subscription
          agreement   with  Horizon   Telcom,   Inc.,   in  form  and  substance
          satisfactory  to Lender,  that provides for  additional  common equity
          capital  contributions in the minimum amounts set forth below opposite
          the corresponding date.

                Date                            Amount

             At closing                      $15,106,203

          December 31, 2000                    1,500,000

          December 31, 2001                    1,000,000

          December 31, 2002                    1,000,000

          The revised equity  subscription  agreement shall also provide that it
          may not be  modified,  transferred,  or  terminated  by  either  party
          without  Lender's prior written  consent and the Lender shall be named
          as a third party  beneficiary with regard to enforcing  payments under
          that agreement.

     C.   On or  prior  to the  date of the  initial  Advance  under  the  Loan,
          Borrower shall have entered into a revised tax sharing  agreement with
          Horizon  Telcom,  Inc., in form and substance  satisfactory to Lender,
          that provides for the pass through to Borrower of tax benefits as cash
          payments  equal to the  lesser  of (i) the  amounts  set  forth  below
          opposite the  corresponding  date,  or (ii) a positive  dollar  amount
          equivalent to 34% of the Borrower's book net loss.

                Date                            Amount

          December 31, 2000                   $4,522,000

          December 31, 2001                   $4,619,000

          December 31, 2002                   $1,196,000

          To the extent that  Borrower  and/or  Guarantor  do not have final net
          income  calculations  by December 31st of any given year, such parties
          shall use their best efforts to provide an  estimated  cash payment in
          accordance  with the above  schedule  by  December  31st of said year;
          thereafter,  based on the latest  available tax  information but in no
          event  later  than  March  31st of the  following  year,  a  "true-up"
          calculation  shall be made whereby Guarantor shall provide Borrower an
          additional  cash payment in accordance with the above schedule (if the
          December  31st  contribution  was   underestimated)   or  Borrower  at
          Guarantor's  option shall provide  Guarantor a refund  payment (if the
          December 31st  contribution was  overestimated).  Notwithstanding  the
          timing of any  true-ups  and  whenever  the years  final tax return is
          filed,  Guarantor  shall  continue  to be  liable  for  any  necessary
          payments in accordance with the above schedule.

          The revised tax sharing  agreement  shall also provide that it may not
          be  modified,  transferred,  or  terminated  by either  party  without
          Lender's  prior  written  consent  and the Lender  shall be named as a
          third party  beneficiary with regard to enforcing  payments under that
          agreement.

     D.   The initial  Advance of funds  shall be used as follows:  (i) to fully
          repay the outstanding principal balance on Horizon Telcom, Inc.'s RTFC
          line of credit designated OH 802-S-02 and immediately  thereafter that
          line of credit shall be terminated and no further advances shall occur
          thereunder;  (ii) to fully repay the outstanding  principal balance on
          Borrower's  RTFC  interim  financing  line  of  credit  designated  OH
          803-9901  and  immediately  thereafter  that line of  credit  shall be
          terminated and no further advances shall occur  thereunder;  and (iii)
          to fully repay all outstanding  advances used to fund PCS construction
          expenditures  under  Borrower's  RTFC  line of  credit  designated  OH
          803-5102.

     E.   Borrower  shall submit to Lender  copies of the Master Site  Agreement
          and each SLA  executed  and  delivered in  connection  therewith.  The
          Master  Site  Agreement  shall  be  in  form  and  content  reasonably
          satisfactory to Lender,  shall cover a term of at least ten (10) years
          (with extension  options) and have assignability and equipment removal
          provisions for the benefit of Lender and its  assignees,  or otherwise
          be pre-approved by Lender.

     F.   Borrower  shall submit to Lender  copies of its Cell Site  Agreements.
          Such  Cell Site  Agreements  shall be in form and  content  reasonably
          satisfactory  to  Lender,  and at all  times  90% of  said  Cell  Site
          Agreements,  when taken together with the SLAs,  shall cover a term of
          at  least  10  years  and have  assignability  and  equipment  removal
          provisions for the benefit of Lender and its  assignees,  or otherwise
          be pre-approved by Lender.

     G.   Borrower  shall adopt and  maintain  the  calendar  year as its fiscal
          year.

     H.   All advances must be pre-approved in writing by Vendor.

     I.   At no time shall the amount of  Borrower's  fixed rate debt under this
          Loan exceed 50% of the total RTFC Commitment Amount.

9.   The purposes referred to in Section 6.06 are as follows:

     A.   to finance PCS infrastructure costs;

     B.   to fund up to $164,057 of working capital; and

     C.   to purchase up to $2,025,000 of SCCs.

10.  The special affirmative covenants referred to in Section 6.07 are:

     A.   Borrower shall make annual  prepayments under the loan within 120 days
          of the close of the  Borrower's  fiscal year in an amount equal to 50%
          of Excess Cash Flow (defined as audited net cash flow from  operations
          less budgeted capital  expenditures less budgeted principal payable on
          all  short  and long  term debt  with  budgeted  figures  coming  from
          Borrower's  operating  and capital  budgets for such next fiscal year)
          beginning at RTFC's option once  Borrower's  audited  fiscal  year-end
          EBITDA is greater than zero. The required prepayments shall be applied
          in  inverse  order of  maturity  and shall not be  subject to a fee or
          premium as long as the amount bears the variable interest rate.

     B.   Cumulative  advances  shall remain within  certain  percentages of the
          Vendor equipment purchases as shown below:

                         Maximum Ratio of Loan Advances
                             to Equipment Purchases

                Year                      Maximum Percentage
                  1                              180%

                  2                              170%

                  3                              160%

            4 and thereafter                     150%

     C.   Borrower  shall make every effort to fully repay its  indebtedness  to
          First Union  Investors,  Inc.  pursuant  to the Bridge  Note  Purchase
          Agreement  dated  February  15,  2000 (the  "First  Union  Loan") with
          proceeds  from equity  investments  in excess of the amounts  required
          under section 8B above from either  private or public  investors on or
          prior to the maturity date of the First Union Loan.

11.  The special negative covenants referred to in Section 7.07 are: None.

12.  The address of Borrower  referred  to in Section  10.07 is PO Box 5050,  68
     East Main Street,  Chillicothe, OH 45601 with copies of notices to Borrower
     also to be sent to Arnall Golden & Gregory,  LLC.  Attention:  Don Hackney,
     Esq..


<PAGE>

                                    EXHIBIT A

                               Form of Requisition

                            RTFC Loan No. OH 803-9002

Date

Rural Telephone Finance Cooperative
Woodland Park
2201 Cooperative Way
Herndon, VA  22071-3025
Attention:  Telco Team

RE:      Request for Loan Funds; RTFC Loan No. OH 803-9002, Request #____

Gentlemen:

Reference is made to that certain Loan Agreement designated OH 803-9002 dated as
of  ______________,  2000 (the "Loan Agreement") by and between Horizon Personal
Communications,  Inc.  ("Horizon" or  "Borrower")  and Rural  Telephone  Finance
Cooperative ("RTFC" or "Lender").  Capitalized terms used but not defined herein
are defined in the Loan Agreement.

Pursuant to the Loan Agreement,  the  undersigned  hereby requests an Advance in
the amount of $____________  under the Loan, of which 5% (rounded to the nearest
dollar) or  $_________  is to be used for payment of RTFC  Subordinated  Capital
Certificates.

* For funds transfer to Motorola,  Inc.  ("Motorola"):  [The cash portion of the
Advance is to be used for payment of outstanding  invoices from Motorola,  which
are  summarized  in the  attached  supporting  documents.  These funds should be
remitted  to  Motorola  by bank  wire  transfer  based on the  following  wiring
instructions:

          Bank:                     First Chicago NBD Bank, Chicago, IL
          Bank ABA No.:             071000013
          Credit:                   Motorola, Inc.
          Account No.:              5265657

Bank wire  transfer  confirmation  and account  verification  may be obtained by
contacting ___________ at (800) 550-3313.]

* For funds transfer to Horizon:  [The cash portion of the Advance is to be used
for payment of non-Motorola  related  expenditures as summarized in the attached
supporting  documents.  These  funds  should be remitted to Horizon by bank wire
transfer based on the following wiring instructions:

* Select appropriate paragraph


<PAGE>

           Bank:
           Bank ABA No.:
           Credit:                   Horizon Personal Communications, Inc.
           Account No.:

Bank wire  transfer  confirmation  and account  verification  may be obtained by
contacting ___________ at (_____) ______________]

In connection with the proposed  Advance  hereunder and pursuant to the terms of
the Loan Agreement, the Borrower hereby certifies that as of the date hereof:

     (a)  Proceeds of the Advance  are to be used  solely for the  purposes  set
          forth in the Loan Agreement;

     (b)  Including this Advance,  the total principal amount  outstanding under
          the Loan does not exceed  the  limits  set forth in  Section  10(B) of
          Schedule 1 of the Loan  Agreement as to percentage of the price of the
          total products and services  supplied by Motorola to Horizon  pursuant
          to the PCS  Infrastructure  Sale and Purchase Agreement by and between
          Motorola  and  Borrower  (show  compliance  by  attaching   confirming
          schedule);

     (c)  No  Event of  Default  and no event  that,  with the  lapse of time or
          notice and the lapse of time would  become  such an Event of  Default,
          has occurred;

     (d)  Borrower is in compliance  with all terms of the Loan  Agreement,  the
          Mortgage and all other agreements executed with RTFC;

     (e)  Borrower  is in  compliance  with all terms of the  Reimbursement  and
          Security Agreement executed with Motorola; and

     (f)  90% of all Cell Site  Agreements,  when taken  together with the SLAs,
          conform  to the  minimum  provisions  of the  Loan  Agreement  or have
          otherwise been pre-approved by RTFC and Motorola.

Certified this __ day of ___________, 200__.

HORIZON PERSONAL COMMUNICATIONS, INC.

By:________________________________________

Its:_______________________________________


                    [Signatures continued on following page]


<PAGE>


Acknowledged by Motorola this _____ day of ______________,  2000, solely for the
purpose of verifying that the total principal amount  outstanding under the Loan
does not exceed the limits set forth in Section  10(B) of Schedule 1 of the Loan
Agreement  as to  percentage  of the price of the total  products  and  services
supplied  by Motorola to Horizon  pursuant  to the PCS  Infrastructure  Sale and
Purchase Agreement by and between Motorola and Borrower.  This acknowledgment is
in no way intended to expand Motorola's  obligations under that certain Guaranty
dated as of  ___________,  2000  executed by  Motorola  in favor of RTFC,  or to
attest to the accuracy of Borrower's certifications set forth herein.

MOTOROLA, INC.

By:________________________________________

Its:_______________________________________