ASSIGNMENT AND AGREEMENT


     Pursuant to this  Assignment  and Agreement  dated as of August 12, 1999 by
and  between  SprintCom,  Inc.,  Horizon  Personal  Communications,  Inc.,  West
Virginia PCS Alliance, L.C. and Virginia PCS Alliance, L.C., the parties agree
as follows:

     1. Assignment of Network Services Agreement.

          (a) Upon termination of that certain Management Agreement,  dated June
     8,  1998,  between  Horizon  Personal  Communications,   Inc.  ("Horizon"),
     SprintCom,  Inc.  ("Sprint PCS") and Sprint  Communications  Company,  L.P.
     ("SCCLP"),   as  may  be  amended  from  time  to  time  (the   "Management
     Agreement"),  which  termination  results  in Sprint  PCS'  acquisition  of
     Horizon's  Operating Assets (as defined in the Management  Agreement) (such
     occurrence  being  referred  to in this  Assignment  and  Agreement  as the
     "Assignment  Event"),  and without any further action on the part of any of
     Sprint PCS, SCCLP,  Horizon,  West Virginia PCS Alliance,  L.C., a Virginia
     limited liability company ("WV Alliance") or Virginia PCS Alliance, L.C., a
     Virginia  limited  liability  company  (together  with  WV  Alliance,   the
     "Alliances"):

               (i) Horizon assigns to Sprint PCS, all of Horizon's rights, title
          and  interest  in,  to  and  under,   that  certain  Network  Services
          Agreement,  dated  August 12, 1999 between  Horizon and the  Alliances
          (the "Network Services Agreement");

               (ii)  Sprint  PCS  assumes  all of  Horizon's  rights,  title and
          interest in, to and under the Network Services Agreement;

               (iii) Sprint PCS agrees to comply with all obligations that arise
          under the  Network  Services  Agreement  after the  occurrence  of the
          Assignment Event; and

               (iv) The  Alliances  consent to such  assignment  and  assumption
          without  any  further  action  on  the  part  of  any  party  to  this
          Assignment.

          (b)  Sprint  PCS  agrees to notify  the  Alliances  in  writing of the
     occurrence of the  Assignment  Event,  and such notice shall include notice
     address information for Sprint PCS.

          (c) This Section 1 shall terminate  contemporaneously  with either (i)
     the  termination of the Network  Services  Agreement for any reason or (ii)
     the termination of the Management  Agreement,  which  termination  does not
     result in Sprint PCS' acquisition of Horizon's Operating Assets (as defined
     in the Management Agreement).

     2. Resale and Roaming. In the event that Sprint PCS is unable to obtain the
ability to resell  services on the  Alliances'  network  pursuant to the Network
Services Agreement or to roam on the Alliances network, the Alliances and Sprint
PCS  agree  to use  commercially  reasonable  efforts  to  enter  into  mutually
acceptable agreements whereby each such party would have the right to resell the
other  party's  services and to roam on the other  party's  network on customary
terms;  provided,  however,  that neither party is bound by this  Assignment and
Agreement to enter into any such agreements.

     3. Counterparts. This Addendum may be executed in one or more counterparts,
each of which is an original and all of which  together  constitute  one and the
same agreement.


           [The remainder of this page was intentionally left blank.]





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                   SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT


     IN WITNESS  WHEREOF,  the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as of this
12th day of August, 1999.

                        SPRINTCOM, INC.


                        By: __/s/ Andrew Sukarbaty____
                        Name: Andrew Sukarbaty
                        Title: President

                         WEST VIRGINIA PCS ALLIANCE, L.C.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

                         VIRGINIA PCS ALLIANCE, L.C.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

     With regard to only Section 1 of this Assignment and Agreement:

                         HORIZON PERSONAL
                         COMMUNICATIONS, INC.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________





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<PAGE>



                   SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT



     IN WITNESS  WHEREOF,  the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as of this
_____ day of August, 1999.

                         SPRINTCOM, INC.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

                         WEST VIRGINIA PCS ALLIANCE, L.C.


                         By:  __/s/__James S. Quarforth___
                         Name: James S. Quarforth
                         Title: Chairman

                         VIRGINIA PCS ALLIANCE, L.C.


                         By: __/s/__James S. Quarforth___
                         Name: James S. Quarforth
                         Title: Chairman

     With regard to only Section 1 of this Assignment and Agreement:

                         HORIZON PERSONAL
                         COMMUNICATIONS, INC.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________





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<PAGE>



                   SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT


     IN WITNESS  WHEREOF,  the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as fo this
12th day of August, 1999.

                         SPRINTCOM, INC.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

                         WEST VIRGINIA PCS ALLIANCE, L.C.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

                         VIRGINIA PCS ALLIANCE, L.C.


                         By: ______________________________
                         Name: ____________________________
                         Title: ___________________________

     With regard to only Section 1 of this Assignment and Agreement:

                         HORIZON PERSONAL
                         COMMUNICATIONS, INC.


                         By: __/s/ William A. McKell__
                         Name: William A. McKell
                         Title: President




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