CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have Been Redacted Are Marked
With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The
Securities and Exchange Commission.

                         SPRINT PCS MANAGEMENT AGREEMENT

     This  SPRINT  PCS  MANAGEMENT  AGREEMENT  is  made  June 8,  1998,  between
SprintCom,  Inc., a Kansas  corporation,  and Horizon  Personal  Communications,
Inc.,  an  Ohio  corporation  (but  not  any  Related  Party)  ("Manager").  The
definitions  for this  agreement  are set  forth on the  attached  "Schedule  of
Definitions."

                                    RECITALS

     A. Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a
Kansas  corporation,  American  PCS  Communications,  LLC,  a  Delaware  limited
liability company,  PhillieCo Partners I, L.P., a Delaware limited  partnership,
and Cox  Communications  PCS,  L.P., a Delaware  limited  partnership,  hold and
exercise,  directly or  indirectly,  control over  licenses to operate  wireless
services networks.

     B. The entity or entities  named in Recital A that execute  this  agreement
hold,  directly or  indirectly,  the  Licenses for the areas  identified  on the
Service  Area Exhibit and are  referred to in this  agreement  as "Sprint  PCS."
Because this  agreement  addresses  the rights and  obligations  of each license
holder with respect to each of its Licenses, each reference in this agreement to
"Sprint PCS" refers to the entity that owns, directly or indirectly, the License
referred to in that particular  instance or application of the provision of this
agreement.  If Sprint  Spectrum  does not own the  License,  it will  provide on
behalf of Sprint PCS most or all of the services  required  under this agreement
to be provided by Sprint PCS.

     C. The Sprint PCS business was established to use the Sprint PCS Network, a
nationwide  wireless services network,  to offer seamless,  integrated voice and
data  services  using  wireless  technology.  Sprint PCS offers the  services to
customers under a single national brand.

     D.  This  agreement,  therefore,  includes  provisions  defining  Manager's
obligations with respect to:

     -    The design, construction and management of the Service Area Network;

     -    Offering and promoting products and services  designated by Sprint PCS
          as the Sprint PCS Products and Services of the Sprint PCS Network;

     -    Adherence to Program Requirements  established by Sprint PCS to ensure
          seamless  interoperability  throughout  the  Sprint  PCS  Network  and
          uniform and consistent quality of product and service offerings;

     -    Adherence to Customer  Service  Program  Requirements  established  by
          Sprint  PCS to  ensure  consistency  in  interactions  with  customers
          (including billing, customer care, etc.); and



                                       1
<PAGE>

     -    Adherence to Program Requirements relating to the marketing, promotion
          and distribution of Sprint PCS Products and Services.

     E. Manager wishes to enter into this agreement to help construct,  operate,
manage and  maintain  for Sprint PCS a portion of the Sprint PCS  Network in the
Service Area.  Sprint PCS has  determined  that  permitting  Manager to manage a
portion of the Sprint PCS Network in accordance with the terms of this agreement
will facilitate Sprint PCS' expansion of fully digital,  wireless coverage under
the License and will enhance the wireless service for customers of Sprint PCS.

     F. All  managers  of a portion of the  business  of Sprint  PCS,  including
Manager,  must  construct  facilities  and operate in  accordance  with  Program
Requirements  established  by Sprint PCS with respect to certain  aspects of the
development and offering of wireless  products and services and the presentation
of the products and services to  customers,  to establish and operate the Sprint
PCS  Network  successfully  by  providing  seamless,  integrated  voice and data
services, using wireless technology.

                                    AGREEMENT

     In  consideration  of the  recitals  and mutual  covenants  and  agreements
contained in this agreement,  the sufficiency of which are hereby  acknowledged,
the parties, intending to be bound, agree as follows:

                                   1. MANAGER
                                   ----------

     1.1 Hiring of Manager. Sprint PCS hires Manager:

          (a) to construct  and manage the Service  Area  Network in  compliance
with the License and in accordance with the terms of this agreement;

          (b) to distribute continuously during the Term the Sprint PCS Products
and Services and to establish distribution channels in the Service Area;

          (c) to conduct  continually  during the Term advertising and promotion
activities in the Service Area (including  mutual  decisions to "go dark",  with
respect to  advertising  and promotion  activities,  for  reasonable  periods of
time); and

          (d) to manage that portion of the customer base of Sprint PCS that has
the NPA-NXX assigned to the Service Area Network.

     Sprint PCS has the right to  unfettered  access to the Service Area Network
to be constructed by Manager under this agreement. The fee to be paid to Manager
by Sprint PCS under Section 10 is for Manager's  utilization of the Service Area
Network, sales and marketing costs,  management of the Service Area Network, and
for all other obligations of Manager under this agreement.



                                       2
<PAGE>

     1.2 Program Requirements.  Manager must adhere to the  Program-Requirements
established  by Sprint PCS and as modified  from time to time to ensure  uniform
and consistent  operation of all wireless  systems within the Sprint PCS Network
and to present the Sprint PCS  Products  and  Services to customers in a uniform
and consistent manner under the Brands.

     1.3 Vendor  Purchase  Agreements.  Manager may  participate  in  discounted
volume-based  pricing  on  wireless-related  products  and  services  and in the
warranties Sprint PCS receives from its vendors,  as is commercially  reasonable
and  to  the  extent  permitted  by  applicable  procurement  agreements  (e.g.,
agreements related to network  infrastructure  equipment,  subscriber equipment,
interconnection,  and collocation).  Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives  from vendors;
this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

     Manager must purchase subscriber and infrastructure equipment from a Sprint
PCS approved list of products,  which will include a selection from a variety of
manufacturers.  Where required,  the products must include proprietary  software
developed by the manufacturers for Sprint PCS to allow seamless interoperability
in the Sprint PCS  Network.  Sprint  PCS or the  vendor may  require  Manager to
execute a separate license  agreement for the software prior to Manager's use of
the software.

     Manager may only make purchases under this Section 1.3 for items to be used
exclusively  in the Service Area (e.g.,  Manager may not purchase  base stations
under a Sprint PCS contract for use in a system not affiliated with Sprint PCS).

     1.4  Interconnection.  If Manager  desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can  interconnect  with
that carrier at a lower rate, then to the extent  permitted by applicable  laws,
tariffs and contracts,  Sprint PCS may arrange for the interconnection under its
agreements  with  the  carrier  and if it does  so,  Sprint  PCS  will  bill the
interconnection fees to Manager.

     1.5 Seamlessness.  Manager will design and operate its systems,  platforms,
products  and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

     1.6 Forecasting. Manager and Sprint PCS will work cooperatively to generate
mutually  acceptable  forecasts of important  business metrics including traffic
volumes,  handset sales,  subscribers  and Collected  Revenue for the Sprint PCS
Products and Services.  The forecasts are for planning  purposes only and do not
constitute Manager's obligation to meet the quantities forecast.



                                       3
<PAGE>

     1.7 Financing.  The  construction and operation of the Service Area Network
requires a  substantial  financial  commitment  by Manager.  The manner in which
Manager will  finance the  build-out of the Service Area Network and provide the
necessary  working  capital to operate the  business is  described  in detail on
Exhibit  1.7.  Manager  will allow Sprint PCS an  opportunity  to review  before
filing any  registration  statement or prospectus or any amendment or supplement
thereto before  distributing any offering  memorandum or amendment or supplement
thereto,  and agrees not to file or  distribute  any such document if Sprint PCS
reasonably  objects in writing on a timely  basis to any portion of the document
that refers to Sprint PCS, its Related  Parties,  their  respective  businesses,
this agreement or the Services Agreement.

     1.8  Ethical  Conduct and Related  Covenants.  Each party must  perform its
obligations under this agreement in a diligent, legal, ethical, and professional
manner.

                             2. BUILD-OUT OF NETWORK
                             -----------------------

     2.1 Build-out Plan.  Manager will build-out the Service Area Network in the
Service Area in accordance  with a Build-out  Plan.  Sprint PCS and Manager will
jointly  develop each Build-out  Plan,  except Sprint PCS must approve the final
Build-out Plan. Manager will report to Sprint PCS its performance  regarding the
critical  milestones  included  in the  Build-out  Plan on a  periodic  basis as
mutually agreed to by the parties,  but no less  frequently than quarterly.  The
Build-out Plan and the Service Area Network as built must comply with Sprint PCS
Program Requirements and federal and local regulatory requirements.

     Any  modifications,  additions or  expansions  to a Build-out  Plan will be
subject to prior written approval by Sprint PCS. The Build-out Plan in effect as
of the date of this  agreement is attached as Exhibit  2.1.  Each new or amended
Build-out Plan will also become part of Exhibit 2.1.

     2.2 Compliance with Regulatory  Rules.  During the build-out of the Service
Area Network,  Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts. Manager may
further delegate its duty under this Section 2.2 to a qualified site acquisition
company. Manager must ensure that a copy of every filing is given to Sprint PCS.
Manager  must  ensure that Sprint PCS is notified in writing of any contact by a
regulatory  agency  including the FCC with Manager or Manager's site acquisition
company regarding any filing. Sprint PCS has the right to direct any proceeding,
inquiry,  dispute,  appeal  or other  activity  with a  regulatory  or  judicial
authority regarding any filing made on behalf of Sprint PCS. Manager will amend,
modify, withdraw, refile and otherwise change any filing as Sprint PCS requires.
Notwithstanding  the preceding sentences in this Section 2.2, and in conjunction
with Section 16, Sprint PCS is solely responsible for making any and all filings
with the FCC  regarding  the  build-out.  Manager will notify  Sprint PCS of any
activity,  event or condition related to the build-out that might require an FCC
filing.

     2.3 Exclusivity of Service Area.  Manager will be the only person or entity
that is a manager or operator  for Sprint PCS with  respect to the Service  Area


                                       4
<PAGE>

and neither Sprint PCS nor any of its Related Parties will own,  operate,  build
or manage another wireless mobility  communications  network in the Service Area
so long as this agreement remains in full force and effect and there is no Event
of Termination  that has occurred  giving Sprint PCS the right to terminate this
agreement, except that:

          (a) Sprint PCS may cause  Sprint PCS  Products and Services to be sold
in  the  Service  Area  through  the  Sprint  PCS  National   Accounts   Program
Requirements   and  Sprint  PCS  National  or  Regional   Distribution   Program
Requirements;

          (b) A  reseller  of Sprint  PCS  Products  and  Services  may sell its
products and services in the Service Area;

          (e) Sprint PCS may build-out and sell Sprint PCS Products and Services
in a New Area,  or permit a third  party to do so, if Manager  has chosen not to
build-out the New Area; and

          (d) Sprint PCS and its Related  Parties  may engage in the  activities
described  in Sections  2.4(a) and 2.4(b) with Manager in the  geographic  areas
within the Service  Area in which one of them owns an incumbent  local  exchange
carrier as of the date of this agreement.

     2.4  Restriction.  In  geographic  areas  within the Service  Area in which
Sprint  PCS or any of its  Related  Parties  owns an  incumbent  local  exchange
carrier as of the date of this agreement,  Manager must not offer any Sprint PCS
Products or Services  specifically  designed for the competitive  local exchange
market ("fixed wireless local loop"), except that:

          (a) Manager may designate the local exchange carrier that is a Related
Party of Sprint to be the exclusive distributor of the fixed wireless local loop
product in the territory served by the local exchange carrier, even if a portion
of its territory is within the Service Area; or

          (b) Manager may sell the fixed  wireless  local loop product under the
terms and  conditions  specified by Sprint PCS (e.g.,  including  designation by
Sprint PCS of an exclusive distribution agent for the territory).

This  restriction  exists with respect to a particular  geographic  area only so
long as Sprint PCS or its  Related  Party  owns such  incumbent  local  exchange
carrier.

     Nothing in this  Section 2.4  prohibits  Manager from  offering  Sprint PCS
Products  and  Services  primarily  designed  for  mobile   functionality.   The
restricted  markets  as of the date of this  agreement  are set forth on Exhibit
2.4.

     2.5  Manager's  Right of First Refusal for New Area  Build-out.  Sprint PCS
grants to Manager the right of first refusal to build-out New Areas.  Sprint PCS
will give to Manager a written notice of a New Area within the Service Area that
Sprint PCS decides should be built-out.  Manager must  communicate to Sprint PCS
within 90 days after  receipt of the notice  whether it will  build-out  the New
Area,  otherwise  Manager's right of first refusal terminates with regard to the
New Area described in the' notice.



                                       5
<PAGE>

     If Manager  decides to  build-out  the New Area then Manager and Sprint PCS
will  diligently  negotiate and execute an amendment to the  Build-out  Plan and
proceed as set forth in Sections  2.1 and 2.2. The amended  Build-out  Plan will
contain  critical  milestones  that provide  Manager a  commercially  reasonable
period in which to  implement  coverage  in the New Area.  In  determining  what
constitutes a "commercially  reasonable  period" as used in this paragraph,  the
parties will consider  several  factors,  including  local zoning  processes and
other legal requirements,  weather conditions, equipment delivery schedules, the
need to arrange additional financing, and other construction already in progress
by the Manager.  Manager will  construct and operate the network in the New Area
in accordance with the terms of this agreement.

     If Manager declines to exercise its right of first refusal or Manager fails
to build-out the New Area in  accordance  with the amended  Build-out  Plan then
Sprint PCS may construct the New Area itself or allow a Sprint PCS Related Party
or an Other  Manager to construct the New Area.  Sprint PCS has the right,  in a
New Area that it constructs or that is constructed  by a third party,  to manage
the network,  allow a Sprint PCS Related Party to manage the network,  or hire a
manager to operate the network in the New Area.  Any New Area that Sprint PCS or
a third party builds-out is deemed removed from the Service Area and the Service
Area  Exhibit is deemed  amended to reflect the change in the Service  Area.  If
Manager does not exercise its right of first refusal with respect to a New Area,
Manager's  right of  first  refusal  does  not  terminate  with  respect  to the
remainder of the Service Area.

     2.6 Purchase of Assets by Manager.  If Sprint PCS has assets located in the
Service  Area that  Manager  could  reasonably  use in its  construction  of the
Service  Area  Network  and if Sprint PCS is willing to sell such  assets,  then
Manager  agrees to  purchase  from  Sprint  PCS and Sprint PCS agrees to sell to
Manager  the assets in  accordance  with the terms and  conditions  of the asset
purchase agreement attached as Exhibit 2.6.

     2.7 Microwave  Relocation.  Sprint PCS will relocate interfering  microwave
sources in the  spectrum in the Service  Area to the extent  necessary to permit
the Service Area Network to carry the anticipated  call volume as set out in the
Build-out  Plan. If the spectrum  cleared is not  sufficient to carry the actual
call volume then Sprint PCS will clear  additional  spectrum of its  choosing to
accommodate the call volume. Sprint PCS may choose to clear spectrum one carrier
at a time.  The parties will share  equally all costs  associated  with clearing
spectrum under this Section 2.7.

     2.8 Determination of pops. If any provision in this agreement  requires the
determination  of pops in a given area,  then the pops will be determined  using
the census  block  group pop  forecast  then used by Sprint  PCS,  except that a
different  forecast  will  be  used  for any FCC  filing  and in  preparing  the
Build-out Plan if required by the FCC. Sprint PCS presently uses the forecast of
Equifax/NDS,  but it may choose in its sole  discretion  to use another  service
that provides comparable data.



                                       6
<PAGE>

                     3. PRODUCTS AND SERVICES; IXC SERVICES
                     --------------------------------------

     3.1 Sprint PCS Products and Services.  Manager must offer for sale, promote
and support all Sprint PCS Products and Services within the Service Area, unless
the  parties  otherwise  agree in advance in writing.  Within the Service  Area,
Manager may only sell,  promote and support wireless  products and services that
are  Sprint  PCS  Products  and  Services  or are other  products  and  services
authorized  under  Section  3.2.  The Sprint PCS Products and Services as of the
date of this  agreement  are attached as Exhibit 3.1.  Sprint PCS may modify the
Sprint PCS  Products and Services  from time to time in its sole  discretion  by
delivering to Manager a new Exhibit 3.1.

     3.2 Other Products and Services.  Manager may offer  wireless  products and
services  that are not Sprint PCS Products and  Services,  on the terms  Manager
determines, if the offer of the additional products and services:

          (a) does not violate the obligations of Manager under this agreement;

          (b) does not cause  distribution  channel  conflict  with or  consumer
confusion  regarding  Sprint PCS' regional and national  offerings of Sprint PCS
Products and Services;

          (c) complies with the Trademark License Agreements; and

          (d) does not  materially  impede  the  development  of the  Sprint PCS
Network.

     Manager will not offer any products or services under this Section 3.2 that
are  confusingly  similar to Sprint PCS  Products  and  Services.  Manager  must
request  that Sprint PCS  determine  whether  Sprint PCS  considers a product or
service to be  confusingly  similar to any Sprint PCS  Products  and Services by
providing advance written notice to Sprint PCS that describes those products and
services  that  could be  interpreted  to be  confusingly  similar to Sprint PCS
Products  and  Services.  If Sprint PCS fails to  provide a response  to Manager
within 30 days after  receiving  the notice,  then the products and services are
deemed to create  confusion  with the Sprint PCS  Products  and Services and the
request therefore rejected. In rejecting any request Sprint PCS must provide the
reasons for the  rejection.  If the rejection is based on Sprint PCS' failure to
respond  within 30 days and  Manager  requests  an  explanation  for the  deemed
rejection,  then  Sprint PCS must  provide  within 30 days the  reasons  for the
rejection.

     3.3  Cross-selling  with Sprint.  Manager and Sprint and  Sprint's  Related
Parties may enter into  arrangements to sell Sprint's  services,  including long
distance service (except those long distance  services governed by Section 3.4),
Internet access, customer premise equipment,  prepaid phone cards, and any other
services that Sprint or its Related  Parties make  available  from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.

     If Manager chooses to resell the long distance services, Internet access or
competitive  local telephony  services  including  prepaid phone cards, of third
parties (other than  Manager's  Related  Parties),  Manager will give Sprint the


                                       7
<PAGE>

right of last offer to provide those  services on the same terms and  conditions
as the offer to which Manager is prepared to agree,  subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

     Within the Service  Area,  Manager will  facilitate  sales by Sprint of the
Sprint PCS Products and Services,  including  the  packaging of wireless,  local
exchange and other products and services with Sprint products and services.

     3.4 IXC Services. Manager must purchase from Sprint long distance telephony
services  for the Sprint PCS Products  and  Services at  wholesale  rates.  Long
distance  telephone calls are those calls between the local calling area for the
Service Area Network and areas outside the local calling area. The local calling
area will be  defined by mutual  agreement  of Sprint  PCS and  Manager.  If the
parties  cannot agree on the extent of the local  calling area they will resolve
the matter through the dispute resolution process in Section 14. Any arrangement
must have terms at least as favorable  to Manager (in all material  respects) as
those  offered  by  Sprint to any  wholesale  customer  of Sprint in  comparable
circumstances  (taking into consideration  volume,  traffic patterns,  etc.). If
Manager is bound by an agreement  for these  services and the  agreement was not
made in anticipation of this  agreement,  then the  requirements of this Section
3.4 do not apply during the term of the other agreement.  If the other agreement
terminates for any reason then the requirements of this Section 3.4 do apply.

     3.5 Resale of Products and Services

          3.5.1  Mandatory  Resale of Products  and  Services.  Sprint PCS must,
under FCC rules, permit Sprint PCS' service plans to be resold by a purchaser of
the service plan.  Sprint PCS will not grant the purchaser of a service plan the
right to use any of the  support  services  offered  by  Sprint  PCS,  including
customer care, billing,  collection,  and advertising,  nor the right to use the
Brands.  The  reseller  only  has  the  right  to  use  the  service  purchased.
Consequently,  Manager  agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in  accordance  with this
agreement and applicable law.  Manager will notify  purchaser that the purchaser
does not have a right to use the  Brands or Sprint  PCS'  support  services.  In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

          3.5.2 Voluntary Resale of Products and Services. Sprint PCS may choose
to offer a resale product under which  resellers will resell Sprint PCS Products
and  Services  under brand names  other than the Brands,  except  Sprint PCS may
permit  the  resellers  to use the Brands for  limited  purposes  related to the
resale of Sprint PCS  Products  and Services  (e.g.,  to notify  people that the
handsets of the resellers will operate on the Sprint PCS Network). The resellers
may also provide their own support services (e.g., customer care and billing) or
may  purchase  the  support  services  from Sprint PCS. If Sprint PCS chooses to
offer a voluntary resale product, it will adopt a program that will be a Program
Requirement  under this agreement and that addresses the manner in which Manager
and Other  Managers  interact with the  resellers.  Sprint PCS will discuss such
program with Manager during development.



                                       8
<PAGE>

     Manager must not sell Sprint PCS  Products  and Services for resale  unless
Sprint PCS  consents  to such sales in advance in  writing,  except as  required
under the regulations and rules concerning mandatory resale.

     3.6  Non-competition.  Neither  Manager nor any of its Related  Parties may
offer Sprint PCS  Products and Services  outside of the Service Area without the
prior written approval of Sprint PCS.

     Within the Service Area,  Manager and Related Parties may offer,  market or
promote telecommunications products or services only under the following brands:

          (a) products or services with the Brands;

          (b) other products and services  approved under Section 3.2, except no
brand of a significant  competitor  of Sprint PCS or its Related  Parties in the
telecommunications  business may be used by Manager's  Related  Parties on these
products and services;

          (c) products or services with Manager's brand; or

          (d) products or services with the brands of Manager's Related Parties,

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the  telecommunications  business may be used by Manager's Related Parties on
these products and services.

     If Manager or any of its Related Parties has licenses to provide  broadband
personal  communication  services outside the Service Area,  neither Manager nor
such  Related  Party may utilize the  spectrum to offer  Sprint PCS Products and
Services  without  prior  written  consent from Sprint PCS.  Additionally,  when
Manager's  customers  from  inside  the  Service  Area  travel  or roam to other
geographic  areas,  Manager will route the customers'  calls,  both incoming and
outgoing,  according  to the Sprint PCS Network  Roaming and Inter  Service Area
Program  Requirements,  without  regard to any  wireless  networks  operated  by
Manager or its Related Parties. For example,  Manager will program the preferred
roaming  list for  handsets  sold in the  Service  Area to match the  Sprint PCS
preferred roaming list.

     3.7 Right of Last Offer.  Manager will offer to Sprint the right to make to
Manager  the last offer to provide  backhaul  and  transport  services  for call
transport  for the Service Area Network if Manager  decides to use third parties
for backhaul and transport services rather than  self-provisioning  the services
or purchasing the services from Related  Parties of Manager.  Sprint will have a
reasonable  time to  respond  to  Manager's  request  for last  offer to provide
backhaul and  transport  pricing and  services,  which will be no greater than 5
Business  Days after  receipt of the request for the  services  and pricing from
Manager.

     If Manager has an agreement in effect as of the date of this  agreement for
these services and the agreement was not made in anticipation of this agreement,


                                       9
<PAGE>

then the  requirements  of this  Section 3.7 do not apply during the term of the
other  agreement.  If the other  agreement  terminates  for any reason  then the
requirements of this Section 3.7 do apply.

                        4. MARKETING AND SALES ACTIVITIES

     4.1 Sprint PCS  National or  Regional  Distribution  Program  Requirements.
During the term of this  agreement,  Manager must  participate in any Sprint PCS
National or Regional  Distribution Program (as in effect from time to time), and
will pay or receive  compensation  for its  participation in accordance with the
terms and  conditions  of that  program.  The Sprint PCS  National  or  Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.

          4.1.1 Territorial  Limitations on Manager's  Distribution  Activities.
Neither Manager nor any of its Related  Parties will market,  sell or distribute
Sprint PCS Products and Services outside of the Service Area, except:

          (a) as otherwise agreed upon by the parties in advance in writing; or

          (b)  Manager  may place  advertising  in media  that has  distribution
outside of the Service Area, so long as that  advertising is intended by Manager
to reach primarily potential customers within the Service Area.

     Manager may establish direct local distribution programs in accordance with
the  Sprint  PCS  Distribution  Program  Requirements,  subject to the terms and
conditions of the Trademark License Agreements and the non-competition and other
provisions contained in this agreement.

          4.1.2  Settlement  of  Equipment  Sales.  Sprint PCS will  establish a
settlement  policy and process  that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

          (a) reconcile sales of subscriber  equipment made in the service areas
of Sprint PCS or Other Managers of Sprint PCS, that result in activations in the
Service Area; and

          (b) reconcile  sales of subscriber  equipment made in the Service Area
that result in activations in service areas of Sprint PCS or Other Managers.

     In general,  the policy will provide  that the party in whose  service area
the subscriber equipment is activated will be responsible for the payment of any
subsidy (i.e., the difference between the price paid to the manufacturer and the
suggested retail price for direct channels and the difference  between the price
paid to the  manufacturer and the wholesale price for third party retailers) and
for  other  costs  associated  with the  sale,  including  logistics,  inventory
carrying costs, direct channel commissions and other retailer compensation.

          4.1.3 Use of Third-Party Distributors. Manager may request that Sprint
PCS and a  local  distributor  enter  into  Sprint  PCS'  standard  distribution
agreement  regarding the purchase  from Sprint PCS of handsets and  accessories.


                                       10
<PAGE>

Sprint PCS will use commercially  reasonable efforts to reach agreement with the
local distributor.  Sprint PCS may refuse to enter into a distribution agreement
with a distributor  for any reasonable  reason,  including that the  distributor
fails to pass  Sprint  PCS' then  current  credit and  background  checks or the
distributor  fails to agree to the standard terms of the Sprint PCS distribution
agreement.  Any local  distributor will be subject to the terms of the Trademark
License  Agreements or their  equivalent.  Manager will report to Sprint PCS the
activities of any local  distributor that Manager believes to be in violation of
the distribution agreement.

     4.2 Sprint PCS National Accounts Program  Requirements.  During the term of
this  agreement,  Manager must  participate in the Sprint PCS National  Accounts
Program (as in effect from time to time),  and will be entitled to  compensation
for its participation and will be required to pay the expenses of the program in
accordance  with the  terms and  conditions  of that  program.  The  Sprint  PCS
National  Accounts  Program  Requirements  in  effect  as of the  date  of  this
agreement are attached as Exhibit 4.2.

     4.3 Sprint PCS Roaming and Inter Service Area Program Requirements. Manager
will  participate  in the Sprint PCS  Roaming  and Inter  Service  Area  Program
established  and  implemented by Sprint PCS,  including  roaming price plans and
inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area Program
Requirements  in effect as of the date of this agreement are attached as Exhibit
4.3.

     As  part  of  the  Sprint  PCS  Roaming  and  Inter  Service  Area  Program
Requirements,  Sprint PCS will  establish  a  settlement  policy and  process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues  received by one member
for services used by its customers when they travel into other members'  service
areas.

     4.4 Pricing.  Manager  will offer and support all Sprint PCS pricing  plans
designated  for  regional  or  national  offerings  of Sprint PCS  Products  and
Services  (e.g.,  national  inter service area rates,  regional home rates,  and
local  price  points).  The  Sprint  PCS  pricing  plans  as of the date of this
agreement  are  attached  as Exhibit  4.4.  Sprint PCS may modify the Sprint PCS
pricing plans from time to time in its sole  discretion by delivering to Manager
a new Exhibit 4.4.

     Additionally,  with prior approval from Sprint PCS, which approval will not
be  unreasonably  withheld,  Manager  may  establish  price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

          (a)  the  non-competition  and  other  provisions  contained  in  this
agreement;

          (b) consistency with regional and national pricing plans;

          (c) regulatory requirements; and



                                       11
<PAGE>

          (d)  capability  and cost of  implementing  rate  plans in Sprint  PCS
systems (if used.)

     Manager must provide  advance  written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area. If
Sprint  PCS fails to respond to  Manager  within 20 days  after  receiving  such
notice,  then the price  proposed  for those  Sprint PCS Products or Services is
deemed approved.

     At the time Sprint PCS  approves a pricing  proposal  submitted by Manager,
Sprint PCS will provide Manager an estimate of the costs and expenses Sprint PCS
will incur to implement the proposed  pricing plan.  Manager  agrees to promptly
reimburse Sprint PCS for any cost or expense incurred by Sprint PCS to implement
such a pricing plan, which will not exceed the amount estimated by Sprint PCS if
Manager waited for Sprint PCS' response to Manager's proposal.

     4.5 Home  Service  Area.  Sprint PCS and Manager  will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service  Area Network goes into  commercial  operation.  If the parties
cannot  agree to the home service area for each base station in the Service Area
Network,  then the parties will use the dispute resolution process in Section 14
of this agreement to assign each base station to a home service area.

                                5. USE OF BRANDS
                                ----------------

     5.1 Use of Brands.

          (a) Manager must enter into the  Trademark  License  Agreements  on or
before the date of this agreement.

          (b)  Manager  must  use  the  Brands  exclusively  in  the  marketing,
promotion, advertisement, distribution, lease or sale of any Sprint PCS Products
and Services within the Service Area, except Manager may use other brands to the
extent permitted by the Trademark  License  Agreements and not inconsistent with
the terms of this agreement.

          (c)  Neither  Manager  nor  any of its  Related  Parties  may  market,
promote, advertise, distribute, lease or sell any of the Sprint PCS Products and
Services or Manager's  products and Services on a non-branded,  "private  label"
basis or under any brand,  trademark,  trade name or trade  dress other than the
Brands, except (i) for sales to resellers required under this agreement, or (ii)
as permitted under the Trademark License Agreements.

          (d) The  provisions  of this Section 5.1 do not prohibit  Manager from
including  Sprint PCS Products and Services  under the Brands within the Service
Area as part of a  package  with its other  products  and  services  that bear a
different brand or trademark. The provisions of this Section 5.1 do not apply to
the extent that they are  inconsistent  with  applicable law or in conflict with
the Trademark License Agreements.



                                       12
<PAGE>

     5.2  Conformance  to  Marketing  Communications  Guidelines.  Manager  must
conform  to the  Marketing  Communications  Guidelines  in  connection  with the
marketing, promotion, advertisement,  distribution, lease and sale of any of the
Sprint PCS Products and  Services.  The Marketing  Communications  Guidelines in
effect as of the date of this  agreement  have been provided to Manager.  Sprint
and Sprint Spectrum may amend the Marketing Communications  Guidelines from time
to time in accordance with the terms of the Trademark License Agreements.

     5.3 Joint Marketing With Third Parties.

          (a) Manager may engage in various joint  marketing  activities  (e.g.,
promotions  with  sports  teams  and   entertainment   providers  or  tournament
sponsorships)  with third  parties in the Service  Area from time to time during
the term of this agreement with respect to the Sprint PCS Products and Services,
except that  Manager may engage in the joint  marketing  activities  only if the
joint marketing activities:

               (i) Are conducted in accordance  with the terms and conditions of
          the Trademark  License  Agreements  and the  Marketing  Communications
          Guidelines;

               (ii) Do not violate the terms of this agreement;

               (iii) Are not likely (as  determined  by Sprint  PCS, in its sole
          discretion)  to cause  confusion  between  the  Brands  and any  other
          trademark or service mark used in connection with the activities;

               (iv)  Are not  likely  (as  determined  by  Sprint,  in its  sole
          discretion) to cause confusion between the Sprint Brands and any other
          trademark or service mark used in connection with the activities; and

               (v) Are not  likely (as  determined  by Sprint  PCS,  in its sole
          discretion)  to give  rise  to the  perception  that  the  Sprint  PCS
          Products and Services are being advertised, marketed or promoted under
          any  trademark  or  service  mark  other  than the  Brands,  except as
          provided in the Trademark License Agreements.  Manager will not engage
          in any activity that includes co-branding  involving use of the Brands
          (that is, the marketing, promotion, advertisement, distribution, lease
          or sale of any of the  Sprint  PCS  Products  and  Services  under the
          Brands and any other trademark or service mark), except as provided in
          the Trademark License Agreements.

          (b)  Manager  must  provide  advance  written  notice  to  Sprint  PCS
describing those joint marketing activities that may:

               (i) cause confusion between the Brands and any other trademark or
          service mark used in connection with the proposed activities;  or (ii)


                                       13
<PAGE>

          give rise to the perception  that the Sprint PCS Products and Services
          are being  advertised,  marketed or promoted  under any  trademark  or
          service  mark  other  than  the  Brands,  except  as  provided  in the
          Trademark License Agreements.

          (c) If Sprint  PCS fails to provide a  response  to Manager  within 20
days after receiving such notice,  then the proposed  activities are deemed,  as
the case may be:

               (i) not to create  confusion  between  the  Brands  and any other
          trademark or service mark; or

               (ii) not to give rise to the perception  that Manager's  products
          and  services  are being  advertised,  marketed or promoted  under any
          trademark or set-vice  mark other than the Brands,  except as provided
          in the Trademark License Agreements.

     5.4 Prior Approval of Use of Brands.  Manager must obtain  advance  written
approval from Sprint for use of the Sprint Brands to the extent  required by the
Sprint Trademark License Agreement and from Sprint PCS for use of the Sprint PCS
Brands to the extent  required by the Sprint PCS  Trademark  License  Agreement.
Sprint PCS will use commercially  reasonable efforts to facilitate any review of
Manager's use of the Brands, if Sprint PCS is included in the review process.

     5.5  Duration  of Use of Brand.  Manager is entitled to use the Brands only
during the term of the Trademark  License  Agreements and any transition  period
during  which  Manager  is  authorized  to  use  the  Brands   following   their
termination.

                          6. ADVERTISING AND PROMOTION
                          ----------------------------

     6.1 National  Advertising and Promotion.  Sprint PCS is responsible for (a)
all national  advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all advertising and promotion of the Sprint PCS Products and Services in
the markets where Sprint PCS operates without the use of a Manager.

     6.2  In-Territory  Advertising  and  Promotion.  Manager must advertise and
promote the Sprint PCS  Products and Services in the Service Area (and may do so
in the areas  adjacent to the Service Area so long as Manager  intends that such
advertising or promotion  primarily reach potential customers within the Service
Area).  Manager must  advertise and promote the Sprint PCS Products and Services
in accordance  with the terms and  conditions of this  agreement,  the Trademark
License  Agreements  and the  Marketing  Communication  Guidelines.  Manager  is
responsible  for the costs and  expenses  incurred  by Manager  with  respect to
Manager's advertising and promotion activities in the Service Area.

     Manager will be  responsible  for a portion of the cost of any promotion or
advertising  done by third party retailers in the Service Area (e.g.,  Best Buy)
in accordance with any cooperative  advertising  arrangements  based on per unit
handset sales.



                                       14
<PAGE>

     Sprint PCS has the right to use in any  promotion  or  advertising  done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products  and  Services.  Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

     Sprint PCS will make  available  to Manager the  promotion  or  advertising
materials  developed  by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads,  television
ads,  design of print  ads,  design  of point of sale  materials,  retail  store
concepts and designs, design of collateral). Manager will bear the cost of using
such materials (e.g., cost of local radio and television ad placements,  cost of
printing collateral in quantity, and building out and finishing retail stores).

     6.3 Review of Advertising and Promotion  Campaigns.  Sprint PCS and Manager
will jointly  review the upcoming  marketing and promotion  campaigns of Manager
with  respect to Sprint PCS Products and  Services  (including  advertising  and
promotion  expense  budgets)  and will  use good  faith  efforts  to  coordinate
Manager's  campaign with Sprint PCS' campaign to maximize the market  results of
both parties.  Sprint PCS and Manager may engage in  cooperative  advertising or
promotional  activities  during the term of this  agreement  as the  parties may
agree in writing.

     6.4 Public Relations.  If Manager conducts local public relations  efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies. The Sprint PCS Communications Policies as of
the date of this  agreement  are attached as Exhibit 6.4.  Sprint PCS may modify
the  Sprint  PCS  Communications  Policies  from time to time by  delivering  to
Manager a new Exhibit 6.4.

                  7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS
                  --------------------------------------------

     7.1 Conformance to Sprint PCS Technical Program Requirements.

          (a)  Manager  must meet or exceed  the Sprint  PCS  Technical  Program
Requirements  established  by Sprint  PCS from time to time for the  Sprint  PCS
Network.  Manager  will be  deemed  to meet the  Sprint  PCS  Technical  Program
Requirements if:

               (i) Manager operates the Service Area Network at a level equal to
          or better than the lower of the Operational Level of Sprint PCS or the
          operational  level  contemplated  by the Sprint PCS Technical  Program
          Requirements; or

               (ii) Sprint PCS is  responsible  under the Services  Agreement to
          ensure the Service Area Network complies with the Sprint PCS Technical
          Program Requirements.

          (b) Manager must  demonstrate  to Sprint PCS that Manager has complied
with the Sprint PCS  Technical  Program  Requirements  prior to  connecting  the
Service  Area  Network to the rest of the Sprint PCS  Network.  Once the Service


                                       15
<PAGE>

Area Network is connected  to the Sprint PCS Network,  Manager must  continue to
comply with the Sprint PCS  Technical  Program  Requirements.  Sprint PCS agrees
that the Sprint PCS Technical Program  Requirements  adopted for Manager will be
the same Sprint PCS Technical Program  Requirements applied by Sprint PCS to the
Sprint PCS Network.

     7.2 Establishment of Sprint PCS Technical Program Requirements.  Sprint PCS
has  delivered  to Manager a copy of the current  Sprint PCS  Technical  Program
Requirements,  attached  as  Exhibit  7.2.  Sprint  PCS  drafted  the Sprint PCS
Technical Program  Requirements to ensure a minimum,  base-line level of quality
for the  Sprint PCS  Network.  The Sprint  PCS  Technical  Program  Requirements
include  standards  relating  to voice  quality,  interoperability,  consistency
(seamlessness) of coverage, RF design parameters,  system design,  capacity, and
call blocking  ratio.  Sprint PCS has selected code division  multiple access as
the  initial air  interface  technology  for the Sprint PCS Network  (subject to
change in accordance with Section 7.3).

     7.3 Handoff to Adjacent Networks.  If technically feasible and commercially
reasonable,  Manager  will  operate  the Service  Area  Network in a manner that
permits a seamless  handoff of a call  initiated  on the Service Area Network to
any adjacent PCS network that is part of the Sprint PCS Network, as specified in
the Sprint PCS Technical Program Requirements.  Sprint PCS agrees that the terms
and conditions for seamless  handoffs  adopted for the Service Area Network will
be the same as the terms Sprint PCS applies to the other parts of the Sprint PCS
Network for similar configurations of equipment.

               8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS
               ---------------------------------------------------

     8.1  Compliance  With Sprint PCS  Customer  Service  Program  Requirements.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing  the Sprint PCS  Products  and  Services  to any  customer of Manager,
Sprint  PCS or any  Sprint  PCS  Affiliate.  Manager  will be deemed to meet the
standards if:

          (a) Manager  operates  the Service Area Network at a level equal to or
better than the lower of the Operational  Level of Sprint PCS or the operational
level contemplated by the Program Requirements; or

          (b) Manager has delegated to Sprint PCS under the Services
Agreement  responsibility  to ensure the Service Area Network  complies with the
Sprint PCS Customer Service Standards.

     Sprint PCS has  delivered  to  Manager a copy of the  Sprint  PCS  Customer
Service Standards, which are attached as Exhibit 8. 1.

                       9. SPRINT PCS PROGRAM REQUIREMENTS
                       ----------------------------------

     9.1  Program  Requirements  Generally.  This  agreement  contains  numerous
references   to  Sprint  PCS   National  and   Regional   Distribution   Program
Requirements,  Sprint PCS National  Accounts  Program  Requirements,  Sprint PCS


                                       16
<PAGE>

Roaming  and Inter  Service  Area  Program  Requirements,  Sprint PCS  Technical
Program  Requirements  and Sprint PCS  Customer  Service  Program  Requirements.
Sprint PCS may  unilaterally  amend from time to time in the manner described in
Section 9.2 all Program Requirements,  guidelines and policies mentioned in this
agreement. The most current version of the requirements programs, guidelines and
policies  mentioned in the first sentence of this Section 9.1 have been provided
to Manager.

     9.2  Amendments  to Program  Requirements.  Sprint PCS may amend any of the
Sprint PCS Program Requirements, subject to the following conditions:

          (a) The  applicable  Program  Requirements,  as  amended,  will  apply
equally to  Manager,  Sprint PCS and each Other  Manager,  except if Manager and
Sprint PCS agree  otherwise or if Sprint PCS grants a waiver to Manager.  Sprint
PCS may grant waivers to Other Managers without affecting  Manager's  obligation
to comply with the Program Requirements;

          (b) Each amendment will be reasonably required to fulfill the purposes
set forth in Section 1.2 with respect to uniform and  consistent  operations  of
the Sprint PCS Network and the  presentation of Sprint PCS Products and Services
to customers in a uniform and consistent manner;

          (c) Each amendment will otherwise be on terms and conditions  that are
commercially  reasonable  with  respect  to  the  construction,   operation  and
management  of the Sprint PCS Network.  With respect to any amendment to Program
Requirements,  Sprint PCS may provide for  reasonable  transition  periods  and,
where appropriate,  grandfathering provisions for existing activities by Manager
that were  permitted  under  the  applicable  Program  Requirements  before  the
amendment;

          (d) Sprint PCS must give  Manager  reasonable,  written  notice of the
amendment,  but in any event the notice  will be given at least 30 days prior to
the effective date of the amendment; and

          (e) Manager  must  implement  any changes in the Program  Requirements
within a commercially reasonable period of time unless otherwise consented to by
Sprint PCS. Sprint PCS will determine what constitutes a commercially reasonable
period of time taking into  consideration  relevant business factors,  including
the  strategic  significance  of the  changes  to the Sprint  PCS  Network,  the
relationship  of the changes to the yearly  marketing  cycle,  and the financial
demands  on and  capacity  generally  of  Other  Managers.  Notwithstanding  the
preceding two sentences, Manager will not be required to implement any change in
the Service Area Network or the business of Manager  required by an amendment to
a Program  Requirement  until Sprint PCS has implemented the required changes in
substantially  all of that  portion of the Sprint PCS  Network  that  Sprint PCS
operates  without  the use of a manager,  unless the  amendment  to the  Program
Requirement relates to an obligation regarding the Service Area Network mandated
by law. When  necessary  for reasons  related to new  technical  standards,  new


                                       17
<PAGE>

equipment or strategic reasons,  Sprint PCS can require Manager to implement the
changes in the Service  Area  Network or Manager's  business  concurrently  with
Sprint PCS, in which case  Sprint PCS will  reimburse  Manager for its costs and
expenses if Sprint PCS  discontinues  the Program  Requirement  changes prior to
implementation.

     Sprint PCS may grant Manager  appropriate  waivers and  variances  from the
requirements of any Program Requirements.  Sprint PCS has the right to adopt any
Program  Requirements  that implement any obligation  regarding the Service Area
Network mandated by law.

     Any costs and expenses incurred by Manager in connection with conforming to
any change to the Program Requirements during the term of this agreement are the
responsibility of Manager.

     9.3 Manager's Right to Request Review of Changes. If Sprint PCS announces a
change to a Program Requirement that will:

          (a) cause the Manager to spend an additional amount greater than 5% of
Manager's  shareholder's equity or capital account plus Manager's long-term debt
(i.e., notes that mature more than one year from the date issued),  as reflected
on Manager's books; or

          (b) cause the long term  operating  expenses  of Manager on a per unit
basis  using a 10-year  time frame to increase by more than 10% on a net present
value basis, then Manager may give Sprint PCS a written notice requesting Sprint
PCS to reconsider the change.

     The  Sprint  PCS Vice  President  or the  designee  of the Sprint PCS Chief
Officer in charge of the group that  manages  the Sprint PCS  relationship  with
Manager will review Manager's  request.  If after the review and decision by the
Vice  President,  Manager is still  dissatisfied,  then Manager may ask that the
Chief Officer to whom the Vice President  reports  review the matter.  If Sprint
PCS still requires  Manager to implement the change to the Program  Requirement,
then upon  Manager's  failure to implement  the change  Sprint PCS will have the
rights under Section 11.

     9.4 Sprint PCS' Right to Implement Changes.  If Manager requests Sprint PCS
to reconsider a change to a Program  Requirement as permitted  under Section 9.3
and Sprint PCS  decides it will not require  Manager to make the change,  Sprint
PCS may, but is not required to, implement the change at Sprint PCS' expense, in
which event  Manager  will be required to operate the Service Area  Network,  as
changed, but Sprint PCS will be entitled to any revenue derived from the change.

     9.5  Rights  of  Inspection.  Sprint  PCS and  its  authorized  agents  and
representatives  may enter upon the premises of any office or facility  operated
by or for  Manager at any time,  with  reasonable  advance  notice to Manager if
possible,  to inspect,  monitor and test in a reasonable manner the Service Area
Network,  including the facilities,  equipment, books and records of Manager, to
ensure that  Manager has complied or is in  compliance  with all  covenants  and
obligations of Manager under this agreement,  including Manager's  obligation to
conform to the Program Requirements. The inspection,  monitoring and testing may
not disrupt  the  operations  of the office or  facility,  nor impede  Manager's
access to the Service Area Network.



                                       18
<PAGE>

     9.6 Manager's Responsibility to Interface with Sprint PCS. Manager will use
platforms  fully  capable  of  interfacing  with the  Sprint  PCS  platforms  in
operating  the Service  Area  Network and in  providing  Sprint PCS Products and
Services.  Manager will pay the expense of making its platforms fully capable of
interfacing with Sprint PCS, including paying for the following:

                    (i) Connectivity;

                    (ii) Any changes that Manager requests Sprint PCS to make to
          Sprint PCS systems to interconnect  with Manager's systems that Sprint
          PCS, in its sole discretion, agrees to make;

                    (iii) Equipment to run Manager's software;

                    (iv) License fees for Manager's software; and

                    (v) Manager upgrades or changes to its platforms.

                                    10. FEES
                                    --------

     10.1 Fees and Payments.

          10.1.1 Fee Based on Collected Revenue.  Sprint PCS will pay to Manager
a  weekly  fee  equal  to 92% of  Collected  Revenues  for  the  week  for:  (a)
utilization  of the Service Area  Network;  (b) sales and marketing  costs;  (c)
Manager's  management of the Service Area Network; and (d) all other obligations
of Manager  under this  Agreement.  The fee will be due on  Thursday of the week
following the week for which the fee is calculated.

          10.1.2 Payment of Universal Service Funds. Sprint PCS and Manager will
share  any  federal  and  state  subsidy  funds  (e.g.,  payments  by a state of
universal service fund subsidies to Sprint PCS or Manager),  if any, received by
Sprint PCS or Manager  for  customers  who reside in the  portion of the Service
Area  served by the  Service  Area  Network.  Manager is  entitled to 92% of any
amount  received  by  either  party and  Sprint  PCS is  entitled  to 8% of such
amounts.

          10.1.3 Inter Service Area Fees. Sprint PCS will pay to Manager monthly
a fee as set out in the Sprint PCS Roaming and Inter Service Area  Program,  for
each  minute of use that a customer  of Sprint PCS or one of the Other  Managers
whose  NPA-NXX is not assigned to the Service Area Network uses the Service Area
Network.  Manager  will pay to Sprint  PCS a fee,  as set out in the  Sprint PCS
Roaming and Inter Service Area  Program,  for each minute of use that a customer
whose  NPA-NXX is  assigned to the Service  Area  Network  uses a portion of the
Sprint PCS Network  other than the Service Area  Network.  Manager  acknowledges
that the  manner in which the  NPA-NXX  is  utilized  could  change,  which will
require a  modification  in the manner in which the inter  service area fees, if
any, will be calculated.



                                       19
<PAGE>

          10.1.4  Interconnect Fees. Manager will pay to Sprint PCS (or to other
carriers as  appropriate)  monthly the  interconnect  fees,  if any, as provided
under Section 1.4.

          10.1.5  Outbound  Roaming Fees. If not  otherwise  provided  under any
Program Requirement:

          (a) Sprint PCS will pay to Manager monthly the amount of
Outbound  Roaming  fees that  Sprint PCS  collects  for the month from end users
whose NPA-NXX is assigned to the Service Area; and

          (b)  Manager  will pay to Sprint PCS (or to a  clearinghouse  or other
carrier as  appropriate)  the direct cost of providing  the  capability  for the
Outbound Roaming,  including any amounts payable to the carrier that handled the
roaming call and the clearinghouse operator.

          10.1.6 Reimbursements. Manager will pay to or reimburse Sprint PCS for
any  amounts  that  Sprint PCS is  required  to pay to a third  party  (e.g.,  a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

     10.2 Monthly True Up.  Manager will report to Sprint PCS monthly the amount
of Collected  Revenue  received  directly by the Manager  (e.g.,  customer mails
payment  to the  business  address of Manager  rather  than to the  lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly  basis true up the fees and payments due under  Section 10.1 against the
actual  payments  made by Sprint  PCS to  Manager.  Sprint  PCS will  provide to
Manager a true up report  each month  showing the true up and the net amount due
from one party to the  other,  if any.  If the weekly  payments  made to Manager
exceed the actual fees and payments due to Manager,  then Manager will remit the
amount of the  overpayment to Sprint PCS within 5 Business Days after  receiving
the true up report from Sprint PCS. If the weekly  payments  made to Manager are
less than the actual  fees and  payments  due to  Manager,  then Sprint PCS will
remit the shortfall to Manager  within 5 Business Days after sending the true up
report to Manager.

     If a party disputes any amount on the true up report,  the disputing  party
must give the other party written  notice of the disputed  amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be  resolved  through  the  dispute  resolution  process in Section 14. The
parties  must  continue to pay to the other party any  undisputed  amounts  owed
under this agreement during the dispute  resolution  process.  The dispute of an
item does not stay or diminish a party's  other rights and  remedies  under this
agreement.

     10.3 Taxes.  Manager will pay or reimburse  Sprint PCS for any sales,  use,
gross receipts or similar tax,  administrative  fee,  telecommunications  fee or
surcharge for taxes or fees levied by a  governmental  authority on the fees and
charges payable by Sprint PCS to Manager.



                                       20
<PAGE>

     10.4  Collected  Revenues  Definition.  "Collected  Revenues"  means actual
payments  received  by or on behalf of Sprint  PCS or  Manager  for  Sprint  PCS
Products and Services from others  including the customers  whose NPA-NXX is the
same as that for the  portion of the Service  Area  served by the  Service  Area
Network. In determining Collected Revenues the following principles will apply.

          (a) The following items will be treated as follows:

               (i) Collected  Revenues do not include  revenues from federal and
          state subsidy funds;  they are handled  separately as noted in Section
          10.1.2;

               (ii) Collected  Revenues do include any amounts  received for the
          payment of Inbound  Roaming charges and  interconnect  fees when calls
          are carried on the Service Area Network; and

               (iii) Collected Revenues do not include any amounts received with
          respect to any changes made by Sprint PCS under Section 9.4.

          (b) The  following  items are not  Collected  Revenues;  Sprint PCS is
obligated to remit the amounts  received with respect to such items,  if any, to
Manager, as follows:

               (i) Inter service area  payments  will be paid as provided  under
          Section 10.1.3;

               (ii)  Outbound  Roaming  and  related  charges  will  be  paid as
          provided under Section 10.1.5;

               (iii) Proceeds from the sale or lease of subscriber equipment and
          accessories  will  be  paid  to  Manager,  subject  to  the  equipment
          settlement process in Section 4.1.2;

               (iv) Proceeds  from sales not in the ordinary  course of business
          (e.g.,  sales of switches,  cell sites,  computers,  vehicles or other
          fixed assets); and

               (v) Any amounts  collected  with  respect to sales and use taxes,
          gross   receipts   taxes,   transfer   taxes,   and   similar   taxes,
          administrative fees, telecommunications fees, and surcharges for taxes
          and  fees  that  are  collected  by a  carrier  for the  benefit  of a
          governmental authority,  subject to Manager's obligation under Section
          10.3.

          (c) The following items are not Collected Revenues; neither party will
collect any amounts respecting such items:

               (i)  Reasonable  adjustments of a customer's  account  (e.g.,  if
          Sprint PCS or Manager  reduces a customer's  bill,  then the amount of
          the adjustment is not Collected Revenue);  and



                                       21
<PAGE>

               (ii) Amount of bad debt and fraud associated with customers whose
          NPA-NXX  is  assigned  to the  Service  Area  (e.g.,  if Sprint PCS or
          Manager  writes  off a  customer's  bill as a bad  debt,  there  is no
          Collected Revenue on which a fee is due to Manager).

     10.5 Late  Payments.  Any amount due under this Section 10 that is not paid
by one party to the other party in accordance  with the terms of this  agreement
will bear interest at the Default Rate  beginning  (and  including)  the 3rd day
after the due date until (and including) the date paid.

     10.6 Setoff  Right If Failure To Pay Amounts  Due. If Manager  fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement,  the Services Agreement,  or any other agreement with Sprint PCS or a
Related Party,  then Sprint PCS may setoff against  standard  payment  intervals
(e.g.  weekly) against the amounts paid to Manager under Section 10.1 until such
time as Manager pays any such unpaid amounts.

     Sprint PCS may setoff the following amounts:

          (a) any amount that Manager  owes to Sprint PCS or a Related  Party of
Sprint PCS, including amounts due under the Services Agreement; and

          (b) any amount that  Sprint PCS  reasonably  estimates  will be due to
Sprint PCS for the current month under the Services  Agreement  (e.g.,  if under
the Services  Agreement  customer care calls are billed monthly,  Sprint PCS can
deduct  from the  weekly  payment to  Manager  an amount  Sprint PCS  reasonably
estimates will be due Sprint PCS under the Services Agreement).

     On a monthly basis Sprint PCS will true up the estimated  amounts  deducted
against the actual amounts due Sprint PCS. If the estimated  amounts deducted by
Sprint PCS exceed the actual  amounts  due to Sprint  PCS,  then Sprint PCS will
remit the excess to  Manager  with the next  weekly  payment.  If the  estimated
amounts  deducted  are less than the  actual  amounts  due to Sprint PCS and its
Related Parties,  then Sprint PCS may continue to setoff the payments to Manager
against the  amounts  due to Sprint PCS.  This right of setoff is in addition to
any other right that Sprint PCS may have under this agreement.

                  11. TERM; TERMINATION; EFFECT OF TERMINATION
                  --------------------------------------------

     11.1 Initial Term.  This agreement  commences on the date of execution and,
unless terminated  earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

     11.2  Renewal  Terms.  Following  expiration  of  the  Initial  Term,  this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the  commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.



                                       22
<PAGE>

          11.2.1 Non-renewal Rights of Manager. If this agreement will terminate
because  Sprint PCS gives Manager  timely  written notice of non-renewal of this
agreement,  then Manager may exercise its rights under  Section  11.2.1.1 or, if
applicable, its rights under Section 11.2.1.2.

          11.2.1.1  Manager's  Put Right.  Manager  may within 30 days after the
date  Sprint  PCS gives  notice  of  non-renewal  put to  Sprint  PCS all of the
Operating  Assets.  Sprint PCS will pay to Manager for the  Operating  Assets an
amount equal to 80% of the Entire Business Value. The closing of the purchase of
the  Operating  Assets  will  occur  within  20 days  after the later of (a) the
receipt  by Sprint  PCS of the  written  notice of  determination  of the Entire
Business Value provided by the appraisers  under Section 11.7 or (b) the receipt
of all materials required to be delivered to Sprint PCS under Section 11.8. Upon
closing the  purchase of the  Operating  Assets  this  agreement  will be deemed
terminated.  The exercise of the put, the determination of the Operating Assets,
the representations and warranties made by Manager with respect to the Operating
Assets and the  business,  and the  process for  closing  the  purchase  will be
subject to the terms and conditions set forth in Section 11.8.

          11.2.1.2 Manager's Purchase Right.

          (a) If Sprint PCS owns 20 MHz or more of PCS  spectrum  in the Service
Area under the License on the date this agreement is executed, then Manager may,
subject  to  receipt  of  FCC  approval  of  the  necessary  disaggregation  and
partition,  purchase  from  Sprint PCS the  Disaggregated  License for an amount
equal to the greater of (1) the original  cost of the License to Sprint PCS (pro
rated on a pops and spectrum basis) plus the microwave  relocation costs paid by
Sprint PCS or (2) 10% of the Entire Business Value.

          (b) Upon closing the purchase of the spectrum this  agreement  will be
deemed terminated. The closing of the purchase of the Disaggregated License will
occur within the later of:

                    (1) 20 days after the  receipt  by  Manager  of the  written
          notice of determination of the Entire Business Value by the appraisers
          under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
          Disaggregated License by the FCC.

          (c) The  exercise of the  purchase  right,  the  determination  of the
geographic extent of the Disaggregated License coverage, the representations and
warranties made by Sprint PCS with respect to the Disaggregated License, and the
process for closing the purchase will be subject to the terms and conditions set
forth in Section 11.8.



                                       23
<PAGE>

          (d) After the closing of the purchase Manager will allow:

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
          and

                    (2) Sprint PCS to resell Manager's Products and Services.

                  Manager will charge Sprint PCS a MFN price in either case.

          11.2.2  Non-renewal  Rights  of Sprint  PCS.  If this  agreement  will
terminate  because of any of the following five (5) events,  then Sprint PCS may
exercise its rights under Section  11.2.2.1 or, if applicable,  its rights under
Section 11.2.2.2:

          (a) Manager gives Sprint PCS timely  written  notice of non-renewal of
this agreement;

          (b) both parties give timely written notices of non-renewal;

          (c) this agreement  expires with neither party giving a written notice
of non-renewal;

          (d) either party  elects to terminate  this  agreement  under  Section
11.3.4(a); or

          (e)  Manager  elects  to  terminate   this  agreement   under  Section
11.3.4(b).

          11.2.2.1  Sprint PCS'  Purchase  Right.  Sprint PCS may purchase  from
Manager all of the  Operating  Assets.  Sprint PCS will pay to Manager an amount
equal to 80% of the Entire  Business  Value.  The closing of the purchase of the
Operating Assets will occur within 20 days after the later of (a) the receipt by
Sprint PCS of the written notice of  determination  of the Entire Business Value
provided  by the  appraisers  under  Section  11.7  or (b)  the  receipt  of all
materials  required  to be  delivered  to Sprint PCS under  Section  11.8.  Upon
closing the  purchase of the  Operating  Assets  this  agreement  will be deemed
terminated.  The  exercise  of the  purchase  right,  the  determination  of the
Operating  Assets,  the  representations  and  warranties  made by Manager  with
respect to the Operating  Assets and the  business,  and the process for closing
the purchase  will be subject to the terms and  conditions  set forth in Section
11.8.



                                       24
<PAGE>

          11.2.2.2 Sprint PCS' Put Right.

          (a) Sprint PCS may, subject to receipt of FCC approval, put to Manager
the  Disaggregated  License for a purchase price equal to the greater of (1) the
original  cost of the  License to Sprint  PCS (pro rated on a pops and  spectrum
basis) plus the microwave  relocation costs paid by Sprint PCS or (2) 10% of the
Entire Business Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
agreement  will  be  deemed  terminated.  The  closing  of the  purchase  of the
Disaggregated License will occur within the later of:

                    (1) 20 days after the  receipt by Sprint PCS of the  written
          notice of determination of the Entire Business Value by the appraisers
          under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
          Disaggregated License by the FCC.

          (c) The  exercise  of the put,  the  determination  of the  geographic
extent of the Disaggregated License coverage, the representations and warranties
made by Sprint PCS with respect to the  Disaggregated  License,  and the process
for closing the purchase will be subject to the terms and  conditions  set forth
in Section 11.8.

          (d) Manager  may,  within 10 days after it  receives  notice of Sprint
PCS'  exercise of its put,  advise  Sprint PCS of the amount of spectrum (not to
exceed 10 MHz) it wishes to purchase. After the purchase Manager will allow:

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
          and

                    (2) Sprint PCS to resell Manager's Products and Services.

          Manager will charge Sprint PCS a MFN price in either case.

          11.2.2.3 Extended Term Awaiting FCC Approval. If Manager is buying the
Disaggregated  License as  permitted  or  required  under  Sections  11.2.1.2 or
11.2.2.2,  then the Term of this  agreement  will  extend  beyond  the  original
expiration date until the closing of the purchase of the Disaggregated  License.
The parties agree to exercise their respective  commercially  reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

     11.3 Events of  Termination.  An "Event of  Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:



                                       25
<PAGE>

          11.3.1 Termination of License.

          (a) At the election of either party this  agreement  may be terminated
at the time the FCC revokes or fails to renew the  License.  Unless  Manager has
the right to terminate this agreement under Section 11.3.1(b), neither party has
any claim  against  the  other  party if the FCC  revokes  or fails to renew the
License,  even if  circumstances  would otherwise  permit one party to terminate
this  agreement  based on a  different  Event of  Termination,  except  that the
parties  will have the right to pursue  claims  against  each other as permitted
under Section 11.4(b).

          (b) If the FCC  revokes  or fails to renew the  License  because  of a
breach of this  agreement by Sprint PCS, then Manager has the right to terminate
this agreement under Section 11.3.3 and not this Section 11.3.1.

          11.3.2 Breach of Agreement. Payment of Money Terms. At the election of
the non-breaching party this agreement may be terminated upon the failure by the
breaching  party  to pay any  amount  due  under  this  agreement  or any  other
agreement between the parties or their respective Related Parties, if the breach
is not cured  within 30 days  after the  breaching  party's  receipt  of written
notice of the nonpayment from the non-breaching party.

          11.3.3  Breach of  Agreement:  Other  Terms.  At the  election  of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching  party of any material term  contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the  breaching  party's  receipt  of  written  notice  of the  breach  from  the
non-breaching  party,  except the cure period  will  continue  for a  reasonable
period beyond the 30-day period, but will under no circumstances exceed 180 days
after the breaching  party's  receipt of written notice of the breach,  if it is
unreasonable  to cure the breach  within the 30-day  period,  and the  breaching
party takes  action  prior to the end of the 30-day  period  that is  reasonably
likely to cure the breach and continues to diligently  take action  necessary to
cure the breach.

          11.3.4 Regulatory Considerations.

          (a) At the election of either party this  agreement  may be terminated
if this agreement violates any applicable law in any material respect where such
violation  (i) is  classified  as a  felony  or (ii)  subjects  either  party to
substantial  monetary  fines or other  substantial  damages,  except that before
causing  any  termination  the  parties  must use best  efforts  to modify  this
agreement,  as necessary to cause this  agreement  (as  modified) to comply with
applicable law and to preserve to the extent possible the economic  arrangements
set forth in this agreement.

          (b) At the election of Manager this agreement may be terminated if the
regulatory  action described under 11.3.4(a) is the result of a deemed change of
control of the License  and the parties are unable to agree upon a  satisfactory
resolution  of the  matter  with the  regulatory  authority  without a  complete
termination of this agreement.



                                       26
<PAGE>

          11.3.5  Termination  of  Trademark  License   Agreements.   If  either
Trademark License Agreement terminates under its terms, then:

          (a) Manager may  terminate  this  agreement if the  Trademark  License
Agreement  terminated  because of a breach of the Trademark License Agreement by
Sprint PCS or Sprint; and

          (b) Sprint PCS may terminate this  agreement if the Trademark  License
Agreement  terminated  because of a breach of the Trademark License Agreement by
Manager.

          11.3.6  Financing  Considerations.  At the election of Sprint PCS this
agreement may be terminated  upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.

          11.3.7  Bankruptcy  of a Party.  At the  election of the  non-bankrupt
party,  this  agreement  may be  terminated  upon the  occurrence of a Voluntary
Bankruptcy or an Involuntary Bankruptcy of the other party.

          "Voluntary Bankruptcy" means:

          (a) The  inability of a party  generally to pay its debts as the debts
become due, or an  admission  in writing by a party of its  inability to pay its
debts generally or a general assignment by a party for the benefit of creditors;

          (b) The  filing  of any  petition  or  answer  by a party  seeking  to
adjudicate itself a bankrupt or insolvent,  or seeking any liquidation,  winding
up, reorganization,  arrangement, adjustment, protection, relief, or composition
for itself or its debts under any law  relating  to  bankruptcy,  insolvency  or
reorganization or relief of debtors,  or seeking,  consenting to, or acquiescing
in the entry of an order for relief or the  appointment of a receiver,  trustee,
custodian or other similar official for itself or for  substantially  all of its
property; or

          (c) Any action  taken by a party to  authorize  any of the actions set
forth above.

          "Involuntary Bankruptcy" means, without the consent or acquiescence of
a party:

          (a) The  entering of an order for relief or  approving a petition  for
relief or reorganization;



                                       27
<PAGE>

          (b) Any petition seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or other similar relief under any present
or future bankruptcy, insolvency or similar statute, law or regulation;

          (c) The filing of any petition against a party,  which petition is not
dismissed within 90 days; or

          (d) Without the consent or acquiescence of a party, the entering of an
order appointing a trustee, custodian, receiver or liquidator of party or of all
or any  substantial  part of the  property  of the  party,  which  order  is not
dismissed within 90 days.

     11.4 Effect of an Event of Termination.

          (a) Upon the occurrence of an Event of Termination, the party with the
right to  terminate  this  agreement  or to elect the  remedy  upon the Event of
Termination, as the case may be, may:

               (i) in  the  case  of an  Event  of  Termination  under  Sections
          11.3.1(a)  or 11.3.7,  give the other  party  written  notice that the
          agreement is  terminated  effective  as of the date of the notice,  in
          which  case  neither  party  will have any  other  remedy or claim for
          damages  (except  any claim the  non-bankrupt  party has  against  the
          bankrupt party and any claims permitted under Section 11.4(b)); or

               (ii) in the case of an  Event of  Termination  other  than  under
          Section 11.3.1(a),  give the other party written notice that the party
          is exercising one of its rights, if any, under Section 11.5 or Section
          11.6.

          (b) If the party  terminates this agreement  under Section  11.4(a)(i)
then all  rights  and  obligations  of each  party  under  this  agreement  will
immediately cease, except that:

               (i) Any  rights  arising  out of a  breach  of any  terms of this
          agreement will survive any termination of this agreement;

               (ii) The  provisions  of this Section 11.4 and of Sections  12.2,
          13, 14 and 16 will survive any termination of this agreement;

               (iii) The payment  obligations  under Section 10 will survive any
          termination of this agreement if, and to the extent, any costs or fees
          have  accrued  or are  otherwise  due  and  owing  as of the  date  of
          termination of this agreement from Manager to Sprint PCS or any Sprint
          PCS Related Party or from Sprint PCS to Manager or any Manager Related
          Party;

               (iv) Either party may terminate this agreement in accordance with
          the terms of this  agreement  without  any  liability  for any loss or


                                       28
<PAGE>

          damage  arising out of or related to such  termination,  including any
          loss or damage arising out of the exercise by Sprint PCS of its rights
          under Section 11.6.3;

               (v) The parties will use all commercially  reasonable  efforts to
          cease  immediately all of their  respective  efforts to market,  sell,
          promote or distribute the Sprint PCS Products and Services;

               (vi) Sprint PCS has the option to buy from Manager any new unsold
          subscriber  equipment  and  accessories,  at  the  prices  charged  to
          Manager;

               (vii) The parties will  immediately stop making any statements or
          taking any action  that might  cause  third  parties to infer that any
          business  relationship  continues to exist  between the  parties,  and
          where  necessary or  advisable,  the parties will inform third parties
          that the parties no longer have a business relationship; and

               (viii) If  subscriber  equipment and  accessories  are in transit
          when this agreement is  terminated,  Sprint PCS may, but does not have
          the  obligation  to,  cause the  freight  carrier to not  deliver  the
          subscriber  equipment and accessories to Manager but rather to deliver
          the subscriber equipment and accessories to Sprint PCS.

          (c) If the party exercises its rights under Section 11.4(a)(ii),  this
agreement will continue in full force and effect until otherwise terminated.

          (d) If this  agreement  terminates for any reason other than Manager's
purchase of the Disaggregated  License,  Manager will not, for 3 years after the
date  of  termination  compile,  create,  or use  for  the  purpose  of  selling
merchandise or services similar to the Sprint PCS Products or Services, or sell,
transfer  or  otherwise  convey  to a  third  party,  a list  of  customers  who
purchased,  leased or used Sprint PCS Products or Services. Manager may use such
a list for its own internal  analysis of its business  practices and operations.
If this agreement  terminates because of Manager's purchase of the Disaggregated
License,  then Sprint PCS will transfer to Manager the Sprint PCS customers with
a MIN  assigned to the Service Area covered by the  Disaggregated  License,  but
Sprint PCS retains the  customers of a national  account and any  resellers  who
have  entered into a resale  agreement  with Sprint PCS.  Manager  agrees not to
solicit, directly or indirectly,  any customers of Sprint PCS not transferred to
Manager  under this Section  11.4(d) for 2 years after the  termination  of this
agreement.

     11.5 Manager's Event of Termination Rights and Remedies. In addition to any
other right or remedy that  Manager may have under this  agreement,  the parties
agree that  Manager  will have the rights and remedies set forth in this Section
11.5 and that such rights and  remedies  will  survive the  termination  of this
agreement.  If Manager has a right to terminate  this agreement as the result of
the occurrence of an Event of Termination under Sections 11.3.2,  11.3.3, 11.3.5
or 11.3.7 (if Manager is the non-bankrupt  party), then Manager has the right to
elect one of the following  three (3) remedies,  except Manager cannot elect its


                                       29
<PAGE>

remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3.

          11.5.1  Manager's  Put Right.  Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value.  The closing
of the  purchase of the  Operating  Assets  will occur  within 20 days after the
later of:

          (a) the receipt by Sprint PCS of the written  notice of  determination
of the Entire Business Value by the appraisers under Section 11.7; or

          (b) the receipt of all  materials  required to be  delivered to Sprint
PCS under Section 11.8.

     Upon closing the purchase of the Operating  Assets this  agreement  will be
deemed  terminated.  The exercise of the put, the determination of the Operating
Assets, the  representations  and warranties made by the Manager with respect to
the Operating Assets and the business,  and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

          11.5.2 Manager's Purchase Right.

          (a) If Sprint PCS owns 20 MHz or more of PCS  spectrum  in the Service
Area under the License on the date this agreement is executed, then Manager may,
subject to receipt of FCC approval,  purchase from Sprint PCS the  Disaggregated
License  for the greater of (1) the  original  cost of the License to Sprint PCS
(pro rated on a pops and spectrum  basis) plus the  microwave  relocation  costs
paid by Sprint PCS or (2) 9% (10% minus a 10%  penalty)  of the Entire  Business
Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
agreement  will  be  deemed  terminated.  The  closing  of the  purchase  of the
Disaggregated License will occur within the later of:

                    (1) 20 days after the  receipt  by  Manager  of the  written
          notice of determination of the Entire Business Value by the appraisers
          under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
          Disaggregated License by the FCC.

          The  exercise  of  the  purchase  right,  the   determination  of  the
          geographic   extent  of  the  Disaggregated   License  coverage,   the
          representations  and warranties made by Sprint PCS with respect to the
          Disaggregated  License,  and the process for closing the purchase will
          be subject to the terms and conditions set forth in Section 11. 8.



                                       30
<PAGE>

          (c) After the closing of the purchase Manager will allow:

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
          and

                    (2) Sprint PCS to resell Manager's Product and Services.

          Manager will charge Sprint PCS a MFN price in either case.

          11.5.3 Manager's Action for Damages or Other Relief.  Manager may seek
damages or other  appropriate  relief in accordance with the dispute  resolution
process in Section 14.

     11.6 Sprint PCS' Event of Termination  Rights and Remedies.  In addition to
any other  right or remedy that  Sprint PCS may have under this  agreement,  the
parties  agree that  Sprint PCS will have the rights and  remedies  set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement.  If Sprint PCS has a right to terminate this agreement as the
result of the  occurrence  of an Event of  Termination  under  Sections  11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the  remedies  under  Sections  11.6.1,  11.6.2 or
11.6.4,  Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three remedies, (ii) Sprint PCS cannot elect its
remedies under Sections 11.6.1 or 11.6.2 during the first 2 years of the Initial
Term with respect to an Event of  Termination  under Section  11.3.3 (unless the
Event of  Termination is caused by a breach related to the Build-out Plan or the
build-out  of the Service Area  Network),  and (iii) Sprint PCS cannot elect its
remedy under  Section  11.6.2  during the first 2 years of the Initial Term with
respect to an Event of Termination under Section 11.3.6.

          11.6.1  Sprint  PCS'  Purchase  Right.  Sprint PCS may  purchase  from
Manager all of the  Operating  Assets.  Sprint PCS will pay to Manager an amount
equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The closing
of the  purchase of the  Operating  Assets  will occur  within 20 days after the
later of.

          (a) the receipt by Sprint PCS of the written  notice of  determination
of the Entire Business Value by the appraisers pursuant to Section 11.7; or

          (b) the receipt of all  materials  required to be  delivered to Sprint
PCS under Section 11.8.



                                       31
<PAGE>

     Upon closing the purchase of the Operating  Assets this  agreement  will be
deemed terminated.  The exercise of the purchase right, the determination of the
Operating  Assets,  the  representations  and  warranties  made by Manager  with
respect to the Operating  Assets and the  business,  and the process for closing
the purchase  will be subject to the terms and  conditions  set forth in Section
11.8.

          11.6.2 Sprint PCS' Put Right.

          (a) Sprint PCS may, subject to receipt of FCC approval, put to Manager
the  Disaggregated  License for a purchase price equal to the greater of (1) the
original  cost of the  License to Sprint  PCS (pro rated on a pops and  spectrum
basis) plus the microwave  relocation costs paid by Sprint PCS or (2) 10% of the
Entire Business Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
agreement  will  be  deemed  terminated.  The  closing  of the  purchase  of the
Disaggregated License will occur within the later of:

                    (1) 20 days after the  receipt by Sprint PCS of the  written
          notice of determination of the Entire Business Value by the appraisers
          under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
          Disaggregated License by the FCC.

          (c) The  exercise  of the put,  the  determination  of the  geographic
extent of the Disaggregated License coverage, the representations and warranties
made by Sprint PCS with respect to the  Disaggregated  License,  and the process
for closing the purchase will be subject to the terms and  conditions  set forth
in Section 11.8.

          (d) Manager  may,  within 10 days after it  receives  notice of Sprint
PCS'  exercise of its put,  advise  Sprint PCS of the amount of spectrum (not to
exceed 10 MHz) it wishes to purchase.  After the closing of the purchase Manager
will allow:

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
          and

                    (2) Sprint PCS to resell Manager's Products and Services.



                                       32
<PAGE>

          Manager will charge Sprint PCS a MFN price in either case.

          11.6.3. Sprint PCS' Right to Cause A Cure.

          (a) Sprint PCS' Right.  Sprint PCS may, but is not  obligated to, take
such action as it deems  necessary to cure Manager's  breach of this  agreement,
including  assuming  operational  responsibility for the Service Area Network to
complete  construction,  continue  operation,  complete any  necessary  repairs,
implement changes necessary to comply with the Program Requirements and terms of
this  agreement,  or  take  such  other  steps  as  are  appropriate  under  the
circumstances,  or Sprint PCS may  designate  a third party or parties to do the
same, to assure  uninterrupted  availability  and  deliverability  of Sprint PCS
Products and Services in the Service  Area,  or to complete the build-out of the
Service  Area Network in  accordance  with the terms of this  agreement.  In the
event that Sprint PCS elects to exercise  its right under this  Section  11.6.3,
Sprint PCS will give Manager  written notice of such election.  Upon giving such
notice:

                    (1) Manager will collect and make available at a convenient,
          central  location at its principal  place of business,  all documents,
          books, manuals,  reports and records related to the Build-out Plan and
          required to operate and maintain the Service Area Network; and

                    (2) Sprint PCS, its  employees,  contractors  and designated
          third parties will have the unrestricted right to enter the facilities
          and  offices of Manager  for the  purpose of curing the breach and, if
          Sprint PCS deems necessary, operate the Service Area Network.

          Manager  agrees to cooperate  with and assist Sprint PCS to the extent
          requested  by Sprint PCS to enable  Sprint PCS to exercise  its rights
          under this Section 11.6.3.

          (b)  Liability.  Sprint PCS' exercise of its rights under this Section
11.6.3  will  not be  deemed  an  assumption  by  Sprint  PCS  of any  liability
attributable to Manager or any other party,  except that,  without  limiting the
provisions  of Section 13,  during the period that Sprint PCS is curing a breach
under this  agreement  or  operating  any  portion of the Service  Area  Network
pursuant to this Section  11.6.3,  Sprint PCS will  indemnify and defend Manager
and its directors,  partners,  officers,  employees and agents from-and against,
and  reimburse and pay for, all claims,  demands,  damages,  losses,  judgments,
awards,  liabilities,  costs and expenses (including reasonable attorneys' fees,
court  costs and other  expenses of  litigation),  whether or not arising out of
third party claims,  in connection with any suit,  claim,  action or other legal
proceeding  relating to the bodily  injury,  sickness or death of persons or the
damage to or  destruction  of  property,  real or  personal,  resulting  from or
arising out of Sprint PCS' negligence or willful misconduct in curing the breach
or in the operation of the Service Area Network.  Sprint PCS'  obligation  under
this  Section  11.6.3(b)  will not apply to the extent of any  claims,  demands,
damages, losses, judgments,  awards,  liabilities,  costs and expenses resulting
from the  negligence  or willful  misconduct  of  Manager  or  arising  from any
contractual obligation of Manager.



                                       33
<PAGE>

          (c) Costs and Payments.  During the period that Sprint PCS is curing a
breach or operating the Service Area Network under this Section  11.6.3,  Sprint
PCS and  Manager  will  continue to make any and all  payments  due to the other
party and to third parties under this agreement,  the Services Agreement and any
other agreements to which such party is bound, except that Sprint PCS may deduct
from its  payments  to Manager all  reasonable  costs and  expenses  incurred by
Sprint PCS in  connection  with the  exercise  of its right  under this  Section
11.6.3.  Sprint PCS'  operation  of the Service  Area  Network  pursuant to this
Section  11.6.3  is  not  a  substitution  for  Manager's   performance  of  its
obligations  under  this  agreement  and does not  relieve  Manager of its other
obligations under this agreement.

          (d) Length of Right.  Sprint PCS may  continue  to operate the Service
Area Network in  accordance  with Section  11.6.3 until (i) Sprint PCS cures all
breaches by Manager  under this  agreement;  (ii) Manager cures all breaches and
demonstrates   to  Sprint  PCS'   satisfaction   that  it  is  financially   and
operationally  willing,  ready  and able to  perform  in  accordance  with  this
agreement  and  resumes  such  performance;  (iii)  Sprint PCS  consummates  the
purchase  of the  Operating  Assets  under  Section  11.6.1  or the  sale of the
Disaggregated  License under Section 11.6.2;  or (iv) Sprint PCS terminates this
agreement.

          (e) Not Under  Services  Agreement.  The exercise by Sprint PCS of its
right under this Section 11.6.3 does not represent  services  rendered under the
Services  Agreement,  and  therefore  it does not allow  Manager to be deemed in
compliance with the Program Requirements under Sections 7.1(a)(ii), 8.1(b).

          11.6.4 Sprint PCS' Action for Damages or Other Relief.  Sprint PCS may
seek  damages  or other  appropriate  relief  in  accordance  with  the  dispute
resolution process in Section 14.

     11.7 Determination of Entire Business Value.

          11.7.1  Appointment  of  Appraisers.  Sprint PCS and Manager must each
designate  an  independent  appraiser  within 30 days after  giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
to  jointly  select a third  appraiser  within 15 days after the day the last of
them is appointed. Each appraiser must be an expert in the valuation of wireless
telecommunications  businesses.  Sprint PCS and  Manager  must  direct the three
appraisers to each  determine,  within 45 days after the appointment of the last
appraiser,  the Entire Business Value. Sprint PCS and Manager will each bear the
costs of the appraiser appointed by it, and they will share equally the costs of
the third appraiser.



                                       34
<PAGE>

          11.7.2 Manager's  Operating Assets.  The following assets are included
in the Operating Assets (as defined in the Schedule of Definitions):

          (a) network  assets,  including all personal  property,  real property
interests  in cell  sites and switch  sites,  leasehold  interests,  collocation
agreements, easements, and rights of way;

          (b) all of the real,  personal,  tangible and intangible  property and
contract  rights  that  Manager  owns and uses in  conducting  the  business  of
providing the Sprint PCS Products and Services, including the goodwill resulting
from Manager's customer base;

          (c) sale and distribution  assets primarily  dedicated (i.e., at least
80% of their  revenue  is  derived  from the sale of  Sprint  PCS  Products  and
Services)  to the sale by Manager  of Sprint  PCS  Products  and  Services.  For
example,  a retail  store that derives at least 80% of its revenue from the sale
of Sprint PCS Products and Services is an operating  asset. A store that derives
65% of its revenue  from Sprint PCS  Products  and  Services is not an operating
asset;

          (d)  customers,  if any, that use both the other products and services
approved under Section 3.2 and the Sprint PCS Products and Services;

          (e) handset inventory;

          (f)  books  and  records  of  the  wireless  business,  including  all
engineering drawings and designs and financial records;

          (g) all contracts  used by Manager in operating the wireless  business
including TI service agreements, service contracts,  interconnection agreements,
distribution  agreements,  software license  agreements,  equipment  maintenance
agreements, sales agency agreements and contracts with all equipment suppliers.

          11.7.3 Entire Business Value.  Utilizing the valuation  principles set
forth below and in Section 11.7.4, "Entire Business Value" means the fair market
value of  Manager's  wireless  business in the Service  Area,  valued on a going
concern basis.

          (a) The fair market value is based on the price a willing  buyer would
pay a willing seller for the entire on-going business.

          (b) The  appraisers  will  use the  then-current  customary  means  of
valuing a wireless telecommunications business.



                                       35
<PAGE>

          (c) The business is conducted under the Brands and existing agreements
between the parties and their respective Related Parties.

          (d) Manager owns the Disaggregated  License (in the case where Manager
will be buying the  Disaggregated  License under  Sections  11.2.1.2,  11.2.2.2,
11.5.2 or.  11.6.2) or Manager owns the spectrum  and the  frequencies  actually
used by Manager  under  this  agreement  (in the case  where  Sprint PCS will be
buying  the  Operating  Assets  under  Sections  11.2.1.1,  11.2.2.1,  11.5.1 or
11.6.1).

          (e) The  valuation  will  not  include  any  value  for  the  business
represented  by  Manager's  Products  and  Services or any business not directly
related to Sprint PCS Products and Services.

          11.7.4 Calculation of Entire Business Value. The Entire Business Value
to be used to  determine  the  purchase  price of the  Operating  Assets  or the
Disaggregated License under this agreement is as follows:

          (a) If the highest fair market value  determined by the  appraisers is
within 10% of the lowest fair market value,  then the Entire Business Value used
to determine the purchase price under this agreement will be the arithmetic mean
of the three appraised fair market values.

          (b) If two of the fair market values  determined by the appraisers are
within 10% of one  another,  and the third  value is not within 10% of the other
fair  market  values,  then the  Entire  Business  Value used to  determine  the
purchase price under this agreement will be the arithmetic  mean of the two more
closely aligned fair market values.

          (c) If none of the fair  market  values is within 10% of the other two
fair  market  values,  then the  Entire  Business  Value used to  determine  the
purchase  price under this  agreement will be the middle value of the three fair
market values.

     11.8 Closing Terms and Conditions. The closing terms and conditions for the
transactions contemplated in this Section 11 are attached as Exhibit 11.8.,

     11.9 Contemporaneous and Identical Application.  The parties agree that any
action regarding  renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses.  For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement  will be the same for all  Licenses;  Manager will not be permitted to
operate a  portion  of the  Service  Area  Network  with  fewer  than all of the
Licenses.



                                       36
<PAGE>

           12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

     12.1 Books and Records.

          12.1.1 General. Each party must keep and maintain books and records to
support  and  document  any  fees,  costs,  expenses  or  other  charges  due in
connection with the provisions set forth in this agreement.  The records must be
retained  for a period of at least 3 years  after the fees,  costs,  expenses or
other  charges to which the records  relate have accrued and have been paid,  or
such other period as may be required by law.

          12.1.2 Audit. On reasonable  advance  notice,  each party must provide
access to appropriate records to the independent  auditors selected by the other
party for  purposes of  auditing  the amount of fees,  costs,  expenses or other
charges  payable in connection  with the Service Area with respect to the period
audited.  The  auditing  party will  conduct the audit no more  frequently  than
annually.  If the audit shows that  Sprint PCS was  underpaid  then,  unless the
amount  is  contested,  Manager  will  pay  to  Sprint  PCS  the  amount  of the
underpayment  within 10 Business  Days after  Sprint PCS gives  Manager  written
notice of the  determination of the  underpayment.  If the audit determines that
Sprint PCS was overpaid  then,  unless the amount is contested,  Sprint PCS will
pay to  Manager  the amount of the  overpayment  within 10  Business  Days after
Sprint PCS determines Sprint PCS was overpaid.

     Notwithstanding the above provisions of this Section 12.1.2, Sprint PCS may
elect  to have its own  independent  auditors  certify  to the  accuracy  of the
charges  with  respect  to  Manager,  rather  than allow  Manager's  independent
auditors access to Sprint PCS' records.

          12.1.3  Contesting  an Audit.  If the party  that did not  select  the
independent  auditor  does not agree with the  findings of the audit,  then such
party can contest the findings by providing  notice of such  disagreement to the
other party (the "Dispute  Notice").  The date of delivery of such notice is the
"Dispute  Notice  Date." If the parties  are unable to resolve the  disagreement
within 10 Business  Days after the Dispute  Notice  Date,  they will resolve the
disagreement in accordance with the following procedures.

     The two parties and the auditor that  conducted the audit will all agree on
an  independent   certified  public  accountant  with  a  regional  or  national
accounting practice in the wireless  telecommunications industry (the "Arbiter")
within 15 Business  Days after the Dispute  Notice Date.  If, within 15 Business
Days after the  Dispute  Notice  Date,  the three  parties  fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be  selected  pursuant to the rules then in effect of the  American  Arbitration
Association.  Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently  resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to  the  period  audited.  The  Arbiter  will  issue  a  written  report  of its
determination in reasonable  detail and will deliver a copy of the report to the
parties  within  10  Business  Days  after  the  Arbiter  receives  all  of  the
information reasonably requested.  The determination made by the Arbiter will be


                                       37
<PAGE>

final and  binding and may be enforced  by any court  having  jurisdiction.  The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are  necessary  to  expedite  the  completion  of and to cause the Arbiter to
expedite its assignment.

     If the amount owed by a contesting party is reduced by more than 10% or the
amount  owed to a  contesting  party  is  increased  by more  than  10% then the
non-contesting  party will pay the costs and expenses of the Arbiter,  otherwise
the contesting party will pay the costs and expenses of the Arbiter.

     12.2 Confidential Information.

          (a) Except as specifically  authorized by this agreement,  each of the
parties  must,  for the Term and 3 years after the date of  termination  of this
agreement,  keep  confidential,  not  disclose  to  others  and use only for the
purposes authorized in this agreement, all Confidential Information disclosed by
the other party to the party in connection with this agreement,  except that the
foregoing  obligation  will  not  apply  to the  extent  that  any  Confidential
Information:

               (i) is or becomes, after disclosure to a party, publicly known by
          any means other than  through  unauthorized  acts or  omissions of the
          party or its agents; or

               (ii) is  disclosed  in good  faith  to a party  by a third  party
          entitled to make the disclosure.

          (b)  Notwithstanding  the  foregoing,  a party  may use,  disclose  or
authorize the disclosure of Confidential Information that it receives that:

               (i)  has  been  published  or is in the  public  domain,  or that
          subsequently  comes  into the public  domain,  through no fault of the
          receiving party;

               (ii) prior to the effective  date of this  agreement was properly
          within the legitimate possession of the receiving party, or subsequent
          to the effective date of this agreement,  is lawfully  received from a
          third party having  rights to publicly  disseminate  the  Confidential
          Information   without  any  restriction  and  without  notice  to  the
          recipient of any restriction against its further disclosure;

               (iii) is  independently  developed by the receiving party through
          persons or entities who have not had,  either  directly or indirectly,
          access to or knowledge of the Confidential Information;

               (iv) is disclosed to a third party  consistent  with the terms of
          the  written   approval  of  the  party   originally   disclosing  the
          information;

               (v) is required by the receiving party to be produced under order
          of a court of competent  jurisdiction or other similar requirements of


                                       38
<PAGE>

          a governmental agency, and the Confidential Information will otherwise
          continue  to  be   Confidential   Information   required  to  be  held
          confidential for purposes of this agreement;

               (vi) is  required  by the  receiving  party  to be  disclosed  by
          applicable  law or a  stock  exchange  or  association  on  which  the
          receiving party's  securities (or those of its Related Parties) are or
          may become listed; or

               (vii)  is  disclosed  by  the  receiving  party  to  a  financial
          institution  or  accredited  investor (as that term is defined in Rule
          501(a) under the Securities Act of 1933) that is considering providing
          financing to the receiving  party and which  financial  institution or
          accredited  investor has agreed to keep the  Confidential  Information
          confidential  in accordance  with an agreement at least as restrictive
          as this Section 12.

          (c)  Notwithstanding  the foregoing,  Manager authorizes Sprint PCS to
disclose to the public in public relations  announcements and regulatory filings
Manager's identity and the Service Area to be developed and managed by Manager.

          (d)  The  party  making  a  disclosure   under  Sections   12.2(b)(v),
12.2(b)(vi) or 12.2(b)(vii)  must inform the disclosing  party as promptly as is
reasonably  necessary to enable the disclosing  party to take action to, and use
the party's  reasonable  best  efforts to,  limit the  disclosure  and  maintain
confidentiality to the extent practicable.

          (e) Manager  will not,  except when serving in the capacity of Manager
under  this  agreement,  use any  Confidential  Information  of any kind that it
receives under or in connection  with this  agreement.  For example,  if Manager
operates a wireless company in a different license area, Manager may not use any
of the  Confidential  Information  received  under or in  connection  with  this
agreement in operating the other wireless business.

     12.3 Insurance

          12.3.1 General. During the term of this agreement, Manager must obtain
and maintain,  and will cause any  subcontractors  to obtain and maintain,  with
financially  reputable  insurers  licensed to do  business in all  jurisdictions
where  any  work is  performed  under  this  agreement  and  who are  reasonably
acceptable  to Sprint PCS, the  insurance  described in the Sprint PCS Insurance
Requirements.  The  Sprint  PCS  Insurance  Requirements  as of the date of this
agreement  are  attached as Exhibit  12.3.  Sprint PCS may modify the Sprint PCS
Insurance  Requirements  as is  commercially  reasonable  from  time  to time by
delivering to Manager a new Exhibit 12.3.

          12.3.2 Waiver of Subrogation. Manager must look first to any insurance
in its favor before  making any claim  against  Sprint PCS or Sprint,  and their
respective  directors,   officers,  employees,  agents  or  representatives  for
recovery  resulting  from  injury  to any  person  (including  Manager's  or its
subcontractor's  employees)  or damage to any  property  arising from any cause,
regardless of  negligence.  Manager does hereby release and waive to the fullest


                                       39
<PAGE>

extent  permitted by law, and will cause its respective  insurers to waive,  all
rights of  recovery  by  subrogation  against  Sprint PCS or  Sprint,  and their
respective directors, officers, employees, agents or representatives.

          12.3.3   Certificates   of   Insurance.   Manager   and   all  of  its
subcontractors,  if any,  must,  as a material  condition of this  agreement and
prior to the  commencement  of any work under and any renewal of this agreement,
deliver to Sprint  PCS a  certificate  of  insurance,  satisfactory  in form and
content to Sprint PCS, evidencing that the above insurance,  including waiver of
subrogation,  is in force and will not be canceled or materially altered without
first  giving  Sprint  PCS at least 30 days  prior  written  notice and that all
coverages  are primary to any  insurance  carried by Sprint PCS, its  directors,
officers, employees, agents or representatives.

     Nothing contained in this Section 12.3.3 will limit Manager's  liability to
Sprint PCS, its directors, officers, employees, agents or representatives to the
limits of insurance certified or carried.

                               13. INDEMNIFICATION
                               -------------------

     13.1 Indemnification by Sprint PCS. Sprint PCS agrees to indemnify,  defend
and hold harmless Manager, its directors,  managers, officers, employees, agents
and  representatives  from and against any and all  claims,  demands,  causes of
action, losses,  actions,  damages,  liability and expense,  including costs and
reasonable attorneys' fees, against Manager, its directors,  managers, officers,
employees,  agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this
agreement or any other  agreement  between Sprint PCS or its Related Parties and
Manager or its Related Parties except where and to the extent the claim, demand,
cause of action, loss, action,  damage,  liability and/or expense results solely
from the negligence or willful misconduct of Manager.

     13.2  Indemnification by Manager.  Manager agrees to indemnify,  defend and
hold harmless Sprint PCS and Sprint, and their respective  directors,  managers,
officers,  employees,  agents and  representatives  from and against any and all
claims,  demands,  causes of action,  losses,  actions,  damages,  liability and
expense,  including costs and reasonable  attorneys' fees, against Sprint PCS or
Sprint, and their respective directors,  managers,  officers,  employees, agents
and representatives  arising from or relating to Manager's violation of any law,
regulation  or  ordinance  applicable  to  Manager,   Manager's  breach  of  any
representation,  warranty or covenant  contained in this  agreement or any other
agreement  between Manager or its Related Parties and Sprint PCS and its Related
Parties,  Manager's  ownership of the  operating  assets or the operation of the
Service  Area  Network,  or the  actions or  failure to act of any of  Manager's
contractors,  subcontractors,  agents, directors,  managers, officers, employees
and  representatives  of any of them in the  performance  of any work under this
agreement,  except where and to the extent the claim,  demand,  cause of action,
loss, action,  damage,  liability and expense results solely from the negligence
or willful misconduct of Sprint PCS or Sprint, as the case may be.



                                       40
<PAGE>

     13.3 Procedure.

          13.3.1 Notice.  Any party being indemnified  ("Indemnitee")  will give
the party making the  indemnification  ("Indemnitor")  written notice as soon as
practicable  but no later than 5 Business  Days after the party becomes aware of
the facts,  conditions or events that give rise to the claim for indemnification
if:

          (a) Any claim or  demand  is made or  liability  is  asserted  against
Indemnitee; or

          (b) Any  suit,  action,  or  administrative  or  legal  proceeding  is
instituted  or  commenced  in  which  Indemnitee  is  involved  or is named as a
defendant either individually or with others.

     Failure to give notice as described in this Section  13.3.1 does not modify
the  indemnification  obligations  of this  provision,  except if  Indemnitee is
harmed by failure to provide timely notice to Indemnitor,  then  Indemnitor does
not have to indemnify  Indemnitee for the harm caused by the failure to give the
timely notice.

          13.3.2  Defense by  Indemnitor.  If within 30 days after giving notice
Indemnitee  receives  written  notice from  Indemnitor  stating that  Indemnitor
disputes or intends to defend against the claim, demand, liability, suit, action
or  proceeding,  then  Indemnitor  will have the right to select  counsel of its
choice and to dispute or defend  against  the claim,  demand,  liability,  suit,
action or proceeding, at its expense.

     Indemnitee  will fully  cooperate with Indemnitor in the dispute or defense
so long as  Indemnitor is conducting  the dispute or defense  diligently  and in
good faith.  Indemnitor  is not permitted to settle the dispute or claim without
the  prior  written   approval  of  Indemnitee,   which  approval  will  not  be
unreasonably  withheld.  Even though  Indemnitor  selects counsel of its choice,
Indemnitee has the right to retain  additional  representation by counsel of its
choice to participate in the defense at Indemnity's sole cost and expense.

          13.3.3  Defense  by  Indemnitee.  If no notice of intent to dispute or
defend is received by Indemnitee  within the 30-day period, or if a diligent and
good faith  defense is not being or ceases to be conducted,  Indemnitee  has the
right to dispute and defend against the claim,  demand or other liability at the
sole cost and  expense of  Indemnitor  and to settle the claim,  demand or other
liability,  and in either  event to be  indemnified  as provided in this Section
13.3.3.  Indemnitee  is not permitted to settle the dispute or claim without the
prior written  approval of Indemnitor,  which approval will not be  unreasonably
withheld.

          13.3.4 Costs.  Indemnitor's  indemnity  obligation includes reasonable
attorneys'  fees,  investigation  costs,  and all  other  reasonable  costs  and
expenses  incurred by Indemnitee  from the first notice that any claim or demand


                                       41
<PAGE>

has been made or may be made, and is not limited in any way by any limitation on
the  amount  or  type  of  damages,  compensation,  or  benefits  payable  under
applicable  workers'  compensation  acts,  disability  benefit  acts,  or  other
employee benefit acts.

                             14. DISPUTE RESOLUTION
                             ----------------------

     14.1  Negotiation.  The parties  will  attempt in good faith to resolve any
dispute  arising out of or relating to this  agreement  promptly by  negotiation
between or among  representatives  who have authority to settle the controversy.
Either  party may  escalate  any  dispute not  resolved in the normal  course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

     Within 10  Business  Days after  delivery of the  notice,  the  appropriate
officers of each party will meet at a mutually  acceptable  time and place,  and
thereafter  as often as they deem  reasonably  necessary,  to exchange  relevant
information and to attempt to resolve the dispute.

     Either party may elect,  by giving  written  notice to the other party,  to
escalate  any dispute  arising out of or relating to the  determination  of fees
that is not  resolved in the normal  course of business or by the audit  process
set forth in Sections 12.1.2 and 12.1.3,  first to the appropriate  financial or
accounting officers to be designated by each party. The designated officers will
meet in the manner described in the preceding  paragraph.  If the matter has not
been  resolved by the  designated  officers  within 30 days after the  notifying
party's  notice,  either  party  may  elect  to  escalate  the  dispute  to  the
appropriate  (as determined by the party)  officers in accordance with the prior
paragraphs of this Section 14.1.

     14.2 Unable to Resolve.  If a dispute has not been resolved  within 60 days
after the notifying  party's notice,  either party may continue to operate under
this  agreement  and sue the other party for  damages or seek other  appropriate
remedies as provided in this agreement. If, and only if, this agreement does not
provide a remedy (as in the case of Sections 3.4 and 4.5,  where the parties are
supposed  to reach an  agreement),  then  either  party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties'  inability to agree under such Sections of this  agreement by using the
arbitration  procedure set forth in this Section  14.2.  Such  arbitration  will
occur in Kansas City,  Missouri,  unless the parties  otherwise  mutually agree,
with the precise  location  being as agreed upon by the parties or,  absent such
agreement,  at a location in Kansas City,  Missouri selected by Sprint PCS. Such
arbitration  will be  conducted  pursuant to the  procedures  prescribed  by the
Missouri  Uniform  Arbitration  Act, as amended from time to time,  or, if none,
pursuant to the rules then in effect of the American Arbitration Association (or
at any other place and by any other form of arbitration  mutually  acceptable to
the parties).  Any award rendered in such  arbitration  will be confidential and
will be final and conclusive  upon the parties,  and a judgment on the award may
be entered in any court of the forum, state or federal, having jurisdiction. The
expenses  of the  arbitration  will  be  borne  equally  by the  parties  to the
arbitration,  except  that each  party must pay for and bear the cost of its own
experts, evidence, and attorneys' fees.

     The parties  must each,  within 30 days after  either party gives notice to
the other party of the  notifying  party's  desire to resolve a dispute or claim


                                       42
<PAGE>

under the arbitration  procedure in this Section 14.2,  designate an independent
arbitrator, who is knowledgeable with regard to the wireless  telecommunications
industry,  to participate in the arbitration  hearing.  The two arbitrators thus
selected will select a third independent  arbitrator,  who is knowledgeable with
regard to the wireless telecommunications  industry, who will act as chairperson
of the board of  arbitration.  If,  within 15 days after the day the last of the
two named arbitrators is appointed, the two named arbitrators fail to agree upon
the third,  then at the request of either party,  the third  arbitrator shall be
selected  pursuant  to the  rules  then in effect  of the  American  Arbitration
Association.  The  three  independent  arbitrators  will  comprise  the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority  vote.  If either party  refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole  independent  arbitrator and will solely  preside over the  arbitration
hearing.  The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The  arbitration  hearing  will be  conducted  during  normal  working  hours on
Business Days without  interruption  or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

     The  arbitrators  will  deliver  their  decision  to the parties in writing
within 10 days after the conclusion of the arbitration  hearing. The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision. There will be no appeal from the written decision, except as permitted
by applicable law. The arbitration  proceedings,  the arbitrators' decision, the
arbitration award, and any other aspect,  matter, or issue of or relating to the
arbitration are confidential, and disclosure of such confidential information is
an actionable breach of this agreement.

     Notwithstanding any other provision of this agreement, arbitration will not
be  required  of any issue for which  injunctive  relief is  properly  sought by
either party.

     14.3  Attorneys and Intent.  If an officer  intends to be  accompanied at a
meeting  by an  attorney,  the other  party's  officer  will be given at least 3
Business Days prior notice of the intention  and may also be  accompanied  by an
attorney.  All  negotiations  under  Section 14.1 are  confidential  and will be
treated as compromise  and settlement  negotiations  for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.

     14.4 Tolling of Cure  Periods.  Any cure period under  Section 11.3 that is
less than 90 days will be tolled  during the pendency of the dispute  resolution
process.  Any cure period under  Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.

                       15. REPRESENTATIONS AND WARRANTEES
                       ----------------------------------

     Each party for itself makes the following representations and warranties to
the other party:



                                       43
<PAGE>

     15.1 Due Incorporation or Formation; Authorization of Agreements. The party
is either a corporation,  limited liability company, or limited partnership duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization.  Manager is  qualified to do business and in
good standing in every  jurisdiction  in which the Service Area is located.  The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

     15.2 Valid and Binding Obligation. This agreement constitutes the valid and
binding  obligation  of the party,  enforceable  in  accordance  with its terms,
except as may be limited by principles of equity or by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally.

     15.3  No  Conflict;  No  Default.  Neither  the  execution,   delivery  and
performance  of  this  agreement  nor  the  consummation  by  the  party  of the
transactions  contemplated  in this  agreement  will conflict  with,  violate or
result in a breach of (a) any law, regulation, order, writ, injunction,  decree,
determination  or  award  of  any  governmental  authority  or  any  arbitrator,
applicable to such party,  (b) any term,  condition or provision of the articles
of   incorporation,   certificate   of  limited   partnership,   certificate  of
organization,   bylaws,  partnership  agreement  or  limited  liability  company
agreement  (or  other  governing  documents)  of such  party or of any  material
agreement or  instrument  to which such party is or may be bound or to which any
of its material properties or assets is subject.

     15.4 Litigation.  No action,  suit,  proceeding or investigation is pending
or, to the knowledge of the party,  threatened against or affecting the party or
any of its  properties,  assets or  businesses  in any court or before or by any
governmental agency that could, if adversely determined,  reasonably be expected
to have a  material  adverse  effect  on the  party's  ability  to  perform  its
obligations  under this  agreement.  The party has not  received  any  currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

                            16. REGULATORY COMPLIANCE
                            -------------------------

     16.1 Regulatory Compliance. Manager will construct, operate, and manage the
Service Area Network in compliance with  applicable  federal,  state,  and local
laws and regulations, including Siting Regulations. Nothing in this Section 16.1
will limit  Manager's  obligations  under  Section 2.2 and the remainder of this
Section 16. Manager acknowledges that failure to comply with applicable federal,
state,  and local  laws and  regulations  in its  construction,  operation,  and
management  of the Service  Area Network may subject the parties and the License
to legal and administrative  agency actions,  including forfeiture penalties and
actions that affect the License, such as license suspension and revocation,  and
accordingly,  Manager  agrees that it will cooperate with Sprint PCS to maintain
the License in full force and effect.

     Manager  will  write  and  implement  practices  and  procedures  governing
construction  and  management  of the Service  Area Network in  compliance  with
Siting  Regulations.  Manager  will make its Siting  Regulations  practices  and


                                       44
<PAGE>

procedures  available  upon  request to Sprint PCS in the  manner  specified  by
Sprint PCS for its inspection  and review,  and Manager will modify those Siting
Regulations  practices and  procedures as may be requested by Sprint PCS.  Every
six months,  and at the request of Sprint PCS,  Manager  will  provide a written
certification  from one of Manager's chief officers that Manager's  Service Area
Network  complies with Siting  Regulations.  Manager's  first  certification  of
compliance  with  Siting  Regulations  will be provided to Sprint PCS six months
after the date of this agreement.

     Manager will conduct an audit and physical  inspection  of its Service Area
Network  at  the  request  of  Sprint  PCS to  confirm  compliance  with  Siting
Regulations,  and  Manager  will  report the  results of the audit and  physical
inspection to Sprint PCS in the form requested by Sprint PCS.  Manager will bear
the cost of  Siting  Regulations  compliance  audits  and  physical  inspections
requested by Sprint PCS.

     Manager  will  retain for 3 years  records  demonstrating  compliance  with
Siting Regulations,  including compliance audit and inspection records.  Manager
will make those  records  available  upon request to Sprint PCS for  production,
inspection,  and copying in the manner  specified by Sprint PCS. Sprint PCS will
bear the cost of production, inspection, and copying.

     16.2 FCC  Compliance.  The parties agree to comply with all  applicable FCC
rules governing the License or the Service Area Network and  specifically  agree
as follows:

          (a) The party billing a customer will advise the customer that service
is provided over spectrum licensed to Sprint PCS. Neither Manager nor Sprint PCS
will represent itself as the legal representative of the other before the FCC or
any other third party,  but will  cooperate  with each other with respect to FCC
matters concerning the License or the Service Area Network.

          (b) Sprint PCS will use  commercially  reasonable  efforts to maintain
the License in accordance with the terms of the License and all applicable laws,
policies and regulations  and to comply in all material  respects with all other
legal requirements applicable to the operation of the Sprint PCS Network and its
business.  Sprint PCS has sole responsibility,  except as specifically  provided
otherwise  in Section  2.2, for keeping the License in full force and effect and
for preparing  submissions  to the FCC or any other relevant  federal,  state or
local  authority  of  all  reports,  applications,  interconnection  agreements,
renewals,  or other filings or documents.  Manager must cooperate and coordinate
with Sprint PCS to comply with  regulatory  regulations,  with  cooperation  and
coordination must include,  without  limitation,  the provision to Sprint PCS of
all  information  that Sprint PCS deems  necessary to comply with the regulatory
requirements.  Manager  must  refrain  from taking any action that could  impede
Sprint PCS from fulfilling its  obligations  under the preceding  sentence,  and
must not take any action  that could  cause  Sprint PCS to forfeit or cancel the
License.

          (c)  Sprint  PCS  and   Manager   are   familiar   with   Sprint  PCS'
responsibility  under the Communications Act of 1934, as amended, and applicable
FCC rules.  Nothing in this agreement is intended to diminish or restrict Sprint
PCS'  obligations as an FCC Licensee and both parties desire that this agreement
and each party's  obligations under this agreement be in compliance with the FCC
rules.



                                       45
<PAGE>

          (d) Nothing in this agreement will preclude Sprint PCS from permitting
or  facilitating  resale of Sprint  PCS  Products  and  Services  to the  extent
required or elected  under  applicable  FCC  regulations.  Manager will take the
actions necessary to facilitate Sprint PCS' compliance with FCC regulations.  To
the extent permitted by applicable regulations,  sprint PCS will not authorize a
reseller  that desires to sell services and products in only the Service Area to
resell Sprint PCS  wholesale  products and services,  unless  Manager  agrees in
advance to such sales.

          (e) If a change in FCC policy or rules  makes it  necessary  to obtain
FCC consent for the implementation,  continuation or further effectuating of any
term or  provision  of this  agreement,  Sprint  PCS will  use all  commercially
reasonable efforts diligently to prepare,  file and prosecute before the FCC all
petitions,  waivers,  applications,  amendments,  rule-making comments and other
related documents  necessary to secure and/or retain FCC approval of all aspects
of this agreement.  Manager will use commercially  reasonable efforts to provide
to Sprint PCS any  information  that Sprint PCS may request  from  Manager  with
respect to any matter involving Sprint PCS, the FCC, the License, the Sprint PCS
Products and Services or any other products and services  approved under Section
3.2.  Each party will bear its own costs of  preparation  of the  documents  and
prosecution of the actions.

          (f) If the FCC determines that this agreement is inconsistent with the
terms and  conditions  of the License or is otherwise  contrary to FCC policies,
rules and regulations,  or if regulatory or legislative action subsequent to the
date of this agreement  alters the  permissibility  of this agreement  under the
FCC's rules or other applicable law, rules or regulations, then the parties must
use best efforts to modify this  agreement as necessary to cause this  agreement
(as modified) to comply with the FCC policies, rules, regulations and applicable
law and to preserve to the extent possible the economic  arrangements  set forth
in this agreement.

     16.3 Marking and Lighting. Manager will conform to applicable FAA standards
when Siting  Regulations  require marking and lighting of Manager's Service Area
Network cell sites. Manager will cooperate with Sprint PCS in reporting lighting
malfunctions as required by Siting Regulations.

     16.4  Regulatory  Notices.  Manager will,  within 2 Business Days after its
receipt,  give Sprint PCS written notice of all oral and written  communications
it receives from regulatory  authorities  (including but not limited to the FCC,
the FAA,  state  public  service  commissions,  environmental  authorities,  and
historic   preservation   authorities)  and  complaints   respecting   Manager's
construction,  operation,  and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such  communications and complaints,  including a copy of any written
material received in connection with such communications and complaints. Manager
will  cooperate  with  Sprint  PCS in  responding  to  such  communications  and
complaints received by Manager.  Sprint PCS has the right to respond to all such


                                       46
<PAGE>

communications  and complaints,  with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints,  Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint  PCS'  responding  to such  communications  and  complaints,
including reasonable attorneys' and consultants' fees,  investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

     16.5 Regulatory Policy-Setting  Proceedings.  Manager will not intervene in
or otherwise  participate  in a rulemaking,  investigation,  inquiry,  contested
case,  or similar  regulatory  policy  setting  proceedings  before a regulatory
authority concerning the License or construction,  operation,  and management of
the Service Area Network and the Sprint PCS business  operated using the Service
Area Network.

                             17. GENERAL PROVISIONS
                             ----------------------

     17.1 Notices.  Any notice,  payment,  demand, or communication  required or
permitted to be given by any provision of this  agreement must be in writing and
mailed   (certified  or  registered  mail,   postage  prepaid,   return  receipt
requested),  sent by hand  or  overnight  courier,  or sent by  facsimile  (with
acknowledgment  received and a copy sent by overnight courier),  charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature  Page,  or to any other  address or number as the person or entity may
from time to time specify by written notice to the other parties.

     All notices and other  communications  given to a party in accordance  with
the  provisions  of this  agreement  will be  deemed  to have  been  given  when
received.

     17.2 Construction. This agreement will be construed simply according to its
fair meaning and not strictly for or against either party.

     17.3 Headings. The table of contents,  section and other headings contained
in this  agreement  are for  reference  purposes  only and are not  intended  to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

     17.4  Further  Action.  Each party  agrees to perform all further  acts and
execute,   acknowledge,  and  deliver  any  documents  that  may  be  reasonably
necessary,  appropriate,  or  desirable  to carry out the intent and purposes of
this agreement.

     17.5 Counterpart Execution. This agreement may be executed in any number of
counterparts  with  the same  effect  as if both  parties  had  signed  the same
document.  All counterparts  will be construed  together and will constitute one
agreement.

     17.6 Specific Performance.  Each party agrees with the other party that the
party would be  irreparably  damaged if any of the  provisions of this agreement
were not performed in  accordance  with their  specific  terms and that monetary
damages alone would not provide an adequate remedy.  Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled,  at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and  specifically to enforce the terms and provisions
of this agreement,



                                       47
<PAGE>

     17.7 Entire Agreement;  Amendments.  The provisions of this agreement,  the
Services Agreement and the Trademark License Agreements  (including the exhibits
to those  agreements) set forth the entire agreement and  understanding  between
the parties as to the subject  matter of this  agreement and supersede all prior
agreements,  oral or  written,  and other  communications  between  the  parties
relating to the subject matter of this  agreement.  Except for Sprint PCS' right
to amend the Program  Requirements  in accordance with Section 9.2 and its right
to unilaterally  modify and amend certain other provisions as expressly provided
in this  agreement,  this agreement may be modified or amended only by a written
amendment signed by persons or entities  authorized to bind each party and, with
respect to the sections set forth on the signature page for Sprint,  the persons
or entities authorized to bind Sprint.

     17.8  Limitation on Rights of Others.  Except as set forth on the signature
page for Sprint, nothing in this agreement,  whether express or implied, will be
construed  to give any  person or entity  other  than the  parties  any legal or
equitable right, remedy or claim under or in respect of this agreement.

     17.9 Waivers.

          17.9.1 Waivers - General. The observance of any term of this agreement
may  be  waived  (whether  generally  or in a  particular  instance  and  either
retroactively or  prospectively)  by the party entitled to enforce the term, but
any waiver is effective  only if in a writing  signed by the party against which
the waiver is to be asserted. Except as otherwise provided in this agreement, no
failure or delay of either  party in  exercising  any power or right  under this
agreement will operate as a waiver of the power or right, nor will any single or
partial exercise of any right or power preclude any other or further exercise of
the right or power or the exercise of any other right or power.

          17.9.2 Waivers - Managers. Manager is not in breach of any covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event,  if Manager had delegated to Sprint  Spectrum under the
Services  Agreement  (or any  successor to that  agreement)  responsibility  for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

          17.9.3 Force Majeure.  Neither Manager nor Sprint PCS, as the case may
be, is in breach of any covenant in this  agreement and no Event of  Termination
will have occurred as a result of the  occurrence of the event,  if such party's
non-compliance with the covenant results primarily from:

               (i)  any  FCC  order  or  any  other  injunction  issued  by  any
          governmental authority impeding the party's ability to comply with the
          covenant;



                                       48
<PAGE>

               (ii) the  failure  of any  governmental  authority  to grant  any
          consent,  approval,  waiver, or authorization or any delay on the part
          of any  governmental  authority  in granting  any  consent,  approval,
          waiver or authorization;

               (iii) the failure of any vendor to deliver in a timely manner any
          equipment or services; or

               (iv)  any act of God,  act of war or  insurrection,  riot,  fire,
          accident,   explosion,   labor  unrest,  strike,  civil  unrest,  work
          stoppage,  condemnation  or any similar cause or event not  reasonably
          within the control of such party.

     17.10  Waiver of Jury  Trial.  EACH PARTY  WAIVES,  TO THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     17.11 Binding Effect. Except as otherwise provided in this agreement,  this
agreement  is binding  upon and inures to the  benefit of the  parties and their
respective and permitted  successors,  transferees,  and assigns,  including any
permitted  successor,  transferee  or assignee of the Service Area Network or of
the License.  The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

     17.12  Governing  Law. The internal laws of the State of Missouri  (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the  interpretation  of the rights and duties
of the parties.

     17.13 Severability. The parties intend every provision of this agreement to
be severable. If any provision of this agreement is held to be illegal, invalid,
or  unenforceable  for any reason,  the parties  intend that a court enforce the
provision to the maximum  extent  permissible  so as to effect the intent of the
parties (including the enforcement of the remaining provisions). If necessary to
effect the intent of the parties,  the parties  will  negotiate in good faith to
amend this agreement to replace the unenforceable  provision with an enforceable
provision that reflects the original intent of the parties.

     17.14  Limitation of Liability.  NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS,  ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER,  OR BREACH OF, THIS  AGREEMENT,  EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS  ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS  AGREEMENT HAS A SPECIFIC  OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.



                                       49
<PAGE>

     17.15 No Assignment; Exceptions.

          17.15.1 General.  Neither party will,  directly or indirectly,  assign
this agreement or any of the party's rights or obligations  under this agreement
without  the prior  written  consent  of the other  party,  except as  otherwise
specifically provided in this Section 17. Sprint PCS may deny its consent to any
assignment or transfer in its sole  discretion  except as otherwise  provided in
this Section 17.

     Any  attempted  assignment  of this  agreement in violation of this Section
17.15 will be void and of no effect.

     A party may assign this  agreement to a Related Party of the party,  except
that  Manager  cannot  assign  this  agreement  to a  Related  Party  that  is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the  telecommunications  business.  Except as provided in Section 17.15.5, an
assignment  does not  release  the  assignor  from its  obligations  under  this
agreement  unless  the other  party to this  agreement  consents  in  writing in
advance to the assignment and expressly grants a release to the assignor.

     Except as  provided  in Section  17.15.5,  Sprint PCS must not assign  this
agreement to any entity that does not also own the License  covering the Service
Area directly or  indirectly  through a Related  Party.  Manager must not assign
this  agreement to any entity  (including a Related  Party),  unless such entity
assumes all rights and obligations under the Services  Agreement,  the Trademark
License Agreements and any related agreements.

          17.15.2 Assignment Right of Manager to Financial Lender. If Manager is
no longer able to satisfy  its  financial  obligations  and other  duties,  then
Manager has the right to assign its  obligations and rights under this agreement
to its Financial Lender, if:

          (a) Manager or Financial  Lender  provides Sprint PCS at least 10 days
advance written notice of such assignment;

          (b) Financial Lender cures or commits to cure any outstanding material
breach of this  agreement  by Manager  prior to the end of any  applicable  cure
period.  If  Financial  Lender  fails to make a timely  cure then Sprint PCS may
exercise its rights under Section 11;

          (c)  Financial  Lender  agrees to serve as an interim  trustee for the
obligations  and duties of  Manager  under  this  agreement  for a period not to
exceed 180 days.  During this interim period,  Financial  Lender must identify a
proposed  successor to assume the  obligations  and rights of Manager under this
agreement;

          (d) Financial  Lender assumes all of Manager's  rights and obligations
under the Services  Agreement,  the Trademark License Agreements and any related
agreements; and

          (e) Financial  Lender provides to Sprint PCS advance written notice of
the  proposed   successor  to  Manager  that  Financial  Lender  has  identified


                                       50
<PAGE>

("Successor Notice").  Sprint PCS may give to Financial Lender written notice of
Sprint PCS'  decision  whether to consent to such proposed  successor  within 30
days after  Sprint  PCS'  receipt of the  Successor  Notice.  Sprint PCS may not
unreasonably  withhold such  consent,  except that Sprint PCS is not required to
consent to a proposed successor that:

               (i) has, in the past,  materially  breached prior agreements with
          Sprint PCS or its Related Parties;

               (ii) is a  significant  competitor  of Sprint PCS or its  Related
          Parties in the telecommunications business;

               (iii) does not meet Sprint PCS' reasonable credit criteria;

               (iv) fails to execute an  assignment  of all  relevant  documents
          related to this  agreement  including  the Services  Agreement and the
          Trademark License Agreements; or

               (v)  refuses to assume  the  obligations  of  Manager  under this
          Agreement,  the Services  Agreement,  the Trademark License Agreements
          and any related agreements.

     If Sprint PCS fails to provide a response  to  Financial  Lender  within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
deemed acceptable to Sprint PCS.

          17.15.3 Change of Control  Rights.  If there is a Change of Control of
Manager, then:

               (a) Manager  must  provide to Sprint PCS advance  written  notice
detailing relevant and appropriate information about the new ownership interests
effecting the Change of Control of Manager.

               (b) Sprint PCS must  provide  to  Manager  written  notice of its
decision  whether to consent to or reject the proposed  Change of Control within
30 days  after its  receipt  of such  notice.  Sprint  PCS may not  unreasonably
withhold  such  consent,  except that Sprint PCS is not required to consent to a
Change of Control in which:

               (i) the final  controlling  entity or any of its Related  Parties
          has in the past materially  breached prior  agreements with Sprint PCS
          or its Related Parties;

               (ii) the final  controlling  entity or any of its Related Parties
          is a significant  competitor  of Sprint PCS or its Related  Parties in
          the telecommunications business;

               (iii) the final  controlling  entity  does not meet  Sprint  PCS'
          reasonable credit criteria;



                                       51
<PAGE>

               (iv) the final controlling  entity fails to execute an assignment
          of all relevant  documents  related to this  agreement  including  the
          Services Agreement and the Trademark License Agreements; or

               (v) the final controlling entity or its Related Parties refuse to
          assume the obligations of Manager under this agreement.

          (c) In the event that  Sprint  PCS  provides  notice  that it does not
consent to the Change of Control, Manager is entitled to either:

               (i) contest such determination pursuant to the dispute resolution
          procedure in Section 14; or

               (ii) abandon the proposed Change of Control.

          (d) Nothing in this agreement requires Sprint PCS' consent to:

               (i) a public offering of Manager that does not result in a Change
          of Control  (i.e., a shift from one party being in control to no party
          being in control is not a Change of Control); or

               (ii)  a  recapitalization   or  restructuring  of  the  ownership
          interests of Manager that Manager determines is necessary to:

                    (A) facilitate the  acquisition of commercial  financing and
               lending  arrangements that will support Manager's  operations and
               efforts to fulfill its obligations under this agreement; and

                    (B) does not constitute a Change of Control.

          (e) "Change of Control" means that in any one transaction or series of
related  transactions  occurring during any 365-day period,  the ultimate parent
entity of the Manager  changes.  The ultimate  parent entity is to be determined
using the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 rules. A Change
of Control does not occur if:

               (i)  a  party  changes  the  form  of  its  organization  without
          materially changing their ultimate ownership (e.g.,  converting from a
          limited partnership to a limited liability company); or

               (ii) one of the owners of the party on the date of this agreement
          or on the date of the closing of Manager's initial equity offering for
          purposes of financing its obligations under this agreement  ultimately
          gains  control  over the party,  unless  such  party is a  significant
          competitor   of   Sprint   PCS  or   its   Related   Parties   in  the
          telecommunications business.



                                       52
<PAGE>

          17.15.4 Right of First Refusal. Notwithstanding any other provision in
this agreement,  Manager grants Sprint PCS the right of first refusal  described
below.  If  Manager  determines  it wishes  to sell an  Offered  Interest,  upon
receiving any Offer to purchase an Offered Interest,  Manager agrees to promptly
deliver to Sprint PCS an Offer Notice.  The Offer Notice is deemed to constitute
an offer to sell to Sprint PCS, on the terms set forth in the Offer, all but not
less than all of the Offered Interest.  Sprint PCS will have a period of 60 days
from the date of the Offer  Notice to notify  Manager that it agrees to purchase
the Offered  Interest on such terms.  If Sprint PCS timely  agrees in writing to
purchase  the Offered  Interest,  the parties will  proceed to  consummate  such
purchase  not later  than the 180th day after the date of the Offer  Notice.  If
Sprint PCS does not agree  within  the 60-day  period to  purchase  the  Offered
Interest,  Manager will have the right, for a period of 120 days after such 60th
day,  subject to the  restrictions  set forth in this Section 17, to sell to the
person or entity  identified in the Offer Notice all of the Offered  Interest on
terms and  conditions  no less  favorable to Manager than those set forth in the
Offer. If Manager fails to sell the Offered Interest to such person or entity on
such terms and  conditions  within such  120-day  period,  Manager will again be
subject to the  provisions  of this Section  17.15.4 with respect to the Offered
Interest.

          17.15.5 Transfer of Sprint PCS Network.  Sprint PCS may sell, transfer
or assign the Sprint PCS Network,  including  its rights and  obligations  under
this agreement,  the Services Agreement and any related  agreements,  to a third
party  without  Manager's  consent so long as the third party assumes the rights
and obligations under this agreement and the Services Agreement.  Manager agrees
that  Sprint  PCS and its  Related  Parties  will be  released  from any and all
obligations  under and with  respect  to any and all such  agreements  upon such
sale,  transfer or assignment in accordance with this Section  17.15.5,  without
the need for Manager to execute any document to effect such release.

     17.16  Provision  of  Services  by Sprint  Spectrum.  As  described  in the
Recitals,  the party or  parties to this  agreement  that own the  Licenses  are
referred to in this agreement as "Sprint PCS." Sprint Spectrum will provide most
or all of the  services  required  to be  provided  by  Sprint  PCS  under  this
agreement  on behalf of Sprint  PCS,  other than the  services to be rendered by
Manager. For example,  Sprint Spectrum is the party to the contracts relating to
the national distribution  network, the roaming and long distance services,  and
the procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

     17.17  Number  Portability.  Manager  understands  that the manner in which
customers  are assigned to the Service  Area  Network  could change as telephone
numbers become  portable  without any relation to the service area in which they
are initially activated.  To the extent the relationship between NPA-NXX and the
Service Area changes,  Sprint PCS will develop an alternative  system to attempt
to assign  customers  who  primarily  live and work in the  Service  Area to the
Service  Area.  The terms of this  agreement  will be deemed  to be  amended  to
reflect the new system that Sprint PCS develops.



                                       53
<PAGE>

     17.18 Disclaimer of Agency. Neither party by this agreement makes the other
party a legal  representative  or agent of the party, nor does either party have
the right to obligate  the other party in any manner,  except if the other party
expressly  permits the  obligation by the party or except for provisions in this
agreement expressly authorizing one party to obligate the other.

     17.19  Independent  Contractors.  The  parties  do not intend to create any
partnership, joint venture or other profit-sharing arrangement,  landlord-tenant
or  lessor-lessee  relationship,  employer-employee  relationship,  or any other
relationship other than that expressly provided in this agreement. Neither party
to this agreement has any fiduciary duty to the other party.

     17.20  Expense.  Each  party  bears  the  expense  of  complying  with this
agreement except as otherwise expressly provided in this agreement.  The parties
must not allocate any employee cost or other cost to the other party,  except as
otherwise  provided  in the  Program  Requirements  or to the extent the parties
expressly agree in advance to the allocation.

     17.21 General Terms.  (a) This agreement is to be interpreted in accordance
with the following rules of construction:

               (i) The  definitions in this agreement  apply equally to both the
          singular  and plural  forms of the terms  defined  unless the  context
          otherwise requires.

               (ii) The words  "include,"  "includes" and "including" are deemed
          to be followed by the phrase "without limitation".

               (iii) All  references in this  agreement to Sections and Exhibits
          are references to Sections of, and Exhibits to, this agreement, unless
          otherwise specified; and

               (iv) All  references  to any  agreement  or other  instrument  or
          statute or regulation are to it as amended and supplemented  from time
          to  time  (and,  in  the  case  of a  statute  or  regulation,  to any
          corresponding provisions of successor statutes or regulations), unless
          the context otherwise requires.

          (b) Any  reference  in this  agreement  to a "day" or number of "days"
(without the explicit  qualification of "Business") is a reference to a calendar
day or number of calendar  days. If any action or notice is to be taken or given
on or by a particular  calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

     17.22  Conflicts  with Other  Agreements.  The provisions of the Management
Agreement  govern  over  those  of the  Services  Agreement  if  the  provisions
contained in this agreement  conflict with analogous  provisions in the Services
Agreement. The provisions of each Trademark License Agreement governs over those
of this  agreement if the provisions  contained in this agreement  conflict with
analogous provisions in a Trademark License Agreement.



                                       54
<PAGE>

     17.23  Announced  Transaction.  Sprint  Enterprises,  L.P.,  TCI  Telephony
Services,  Inc., Comcast Telephony  Services and Cox Telephony  Partnership have
executed a  Restructuring  and Merger  Agreement  and  related  agreements  that
provide for  restructuring  the ownership of Sprint  Spectrum  L.P.,  SprintCom,
Inc.,  PhillieCo  Partners I,.  L.P.,  and Cox  Communications  PCS,  L.P.  Upon
consummation of the transactions contemplated by those agreements,  Sprint would
control each of the four  entities.  While Sprint and Sprint PCS  anticipate the
proposed transactions will be consummated, there can be no assurances.

     17.24 Additional Terms and Provisions.  Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management  Agreement attached hereto and incorporated herein by this
reference.  Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the  rights of Sprint  PCS or Sprint  under  this  agreement  (e.g.,  agreements
relating to long  distance  telephone  services  (Section  3.4) or backhaul  and
transport services (Section 3.7)).

     17.25  Master  Signature  Page.  Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement,  which document is incorporated  herein
by this reference.




<PAGE>


                                   SPRINT PCS

                              MANAGEMENT AGREEMENT


                                     BETWEEN


                              SPRINT SPECTRUM L.P.


                                 SPRINTCOM, INC.


                                       AND


                                HORIZON, PERSONAL

                              COMMUNICATIONS, INC.






                                  JUNE 8, 1998



                        CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have Been Redacted Are Marked
With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The
Securities and Exchange Commission.

                                 ADDENDUM I
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT



MANAGER:          HORIZON PERSONAL COMMUNICATIONS, INC.

SERVICE AREA:     ATHENS, OH BTA
                  CHARLESTON WV BTA
                  CHILLICOTHE, OH BTA
                  HUNTINGTON, WV - ASHLAND KY BTA
                  PARKERSBURG, WV - MARIETTA, OH BTA
                  PORTSMOUTH, OH BTA
                  ZANESVILLE - CAMBRIDGE, OH BTA

     This  Addendum  contains  certain  additional  and  supplemental  terms and
provisions of that certain  Sprint PCS  Management  Agreement  (the  "MANAGEMENT
AGREEMENT") entered into  contemporaneously with and by the same parties as this
Addendum.  The terms and  provisions of this Addendum  control,  superseded  and
amend  any  conflicting  terms  and  provisions   contained  in  the  Management
Agreement.   Except  for  express  modifications  made  in  this  Addendum,  the
Management Agreement continues in full force and effect.

     Capitalized  terms used and not otherwise defined in this Addendum have the
meanings  ascribed  to them in that  certain  Schedule of  Definitions  executed
contemporaneously  with and by the same  parties as this  Addendum.  Section and
Exhibit  references  are to Sections  and Exhibits of the  Management  Agreement
unless otherwise noted.

     The Management Agreement is modified as follows:

     1.  TRANSITION  PERIOD.  Because  Manager is already  operating  a wireless
communications  business in the Service Area under the "Horizon" brand name, the
parties agree to a "TRANSITION PERIOD" under the following terms:

          (a) The  Transition  Period will  commence  upon the  execution of the
Management  Agreement by the parties and will continue  until  December 7, 1998,
unless on or before  that date the  parties  agree in  writing  that  Manager is
meeting all Program Requirements or the parties extend the Transition Period (in
either case, the  Transition  Period ends on the date set forth above or in such
written instrument).




                                       1
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


          (b) During the Transition Period the network seemlessness  required in
the  Management  Agreement  is limited  to a roaming  relationship  between  the
parties.  The terms of such roaming  relationship  will be  consistent  with the
terms of the roaming agreement that currently exists between the parties, except
with [***].  During the  TransitionPeriod,  Manager will not be required to meet
the Program Requirements contained in the Management Agreement; however, Manager
will, during the Transition Period,  exercise commercially reasonable efforts to
prepare its operations to become compliant with the Program Requirements.

          (c) During the Transition Period, Manager will continue to operate the
Service Area Network under the "Horizon" brand name,  utilizing the transitional
branding guidelines to be set forth in the Trademark License Agreements (i.e., a
tag-line of "A Sprint PCS Network Member").

          (d) During the Transition Period only, the reference in Section 10.1.1
to 92% is changed to 100%.

          (d) Upon termination of the Transition  Period, any roaming agreements
or  other  agreements  entered  into  by the  parties  to  facilitate  Manager's
transition during the Transition Period will  automatically  terminate,  and the
terms and conditions of the Management  Agreement will become effective in those
situations.

     2. POST TRANSITION PERIOD CO-BRANDING. After the Transition Period, Manager
may utilize the co-branding conventions to be described in the Trademark License
Agreements for Manager's brand for the Term of the Management Agreement (i.e., a
tag-line of "Horizon Is A Sprint PCS Network Partner", using the Horizon logo).

     3. MANAGER'S  EXISTING  SERVICE  OFFERINGS.  Sprint PCS agrees that current
local  exchange,  paging,  Internet  access,  long  distance  and  IMTS  service
offerings  of Manager or its  Related  Parties,  as  currently  branded,  do not
violate any  provision of the  Management  Agreement.  This  approval  does not,
however,  represent approval of any changes to such offerings that do not comply
with the Management Agreement.

     4. BUILD-OUT PLAN. Sprint PCS, pursuant to Section 2.1, approves  Manager's
Build-out  Plan as detailed in Exhibit 2.1 to the Management  Agreement.  Sprint
PCS agrees that its approval of  modifications,  additions and expansions of the
Build-Out Plan will not be unreasonably withheld or delayed.

     5. COMPLIANCE WITH REGULATORY  RULES. The following  sentence  replaces the
fourth sentence of Section 2.2: "Manager must ensure that Sprint PCS is notified
in writing  of all  contact  after the date of this  agreement  by a  regulatory
agency,  including  but not limited to the FCC,  with Manager or Manager's  site
acquisition company regarding any filing."


                                       2
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


     6.   EXCLUSIVITY.   In  Section   2.3,   the  phrase   "wireless   mobility
communications  network" shall have the meaning of a radio communications system
operating in the 1900 MHz spectrum range under the rules designated as subpart E
of Part 24 of the FCC's rules.

     7. MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW AREA BUILD-OUT. For purposes of
Section 2.5,  Sprint PCS agrees that it will not propose any New Area,  and thus
will not give Manager a written notice regarding a New Area during the first two
years after the effective date of the Management Agreement.

     8. MICROWAVE  RELOCATION.  Sprint PCS will bear all costs  associated  with
clearing  spectrum  under  Section  2.7.  The last  sentence  of Section  2.7 is
deleted.

     9.  EXISTING IXC  SERVICES  ARRANGEMENT.  Sprint PCS agrees that  Manager's
existing  exclusive  arrangement  and  associated  right  of first  refusal  for
wireless long distance  telephony  services with  Cincinnati  Bell Long Distance
will  not  violate  Section  3.4 if and so  long  as  Manager  provides  its own
switching  services.  Manager  agrees  that after the  earliest  date which such
exclusive  arrangement may expire,  Manager will conform to the  requirements of
Section  3.4.  Manager  agrees that if Sprint PCS or any of its Related  Parties
provides  switching  services  for  Manager,  the  requirements  of Section  3.4
described above will not be waived.

     10. VOLUNTARY RESALE OF PRODUCTS AND SERVICE. The next to the last sentence
of the first  paragraph  of Section  3.5.2 is  amended  to read:  "If Sprint PCS
chooses  to offer a  voluntary  resale  product,  it will  adopt a  commercially
reasonable  program that will be a Program  Requirement under this agreement and
that addresses the manner in which Manager and Other Managers  interact with the
resellers and in which the Manager will be compensated."

     11.  NON-COMPETITION.  The phrase "and Related Parties" is deleted from the
second  paragraph  under  Section  3.6.  The phrase "or its Related  Parties" is
deleted from Section 3.6(b) and the term "Manager" is substituted for the phrase
"Manager's  Related Parties" in Section 3.6(b).  However,  if a Related Party of
Manager offers a product or service of a significant competitor of Sprint PCS or
its Related  Parties in the  telecommunications  business,  then Manager may not
allow  such  Related  Party of  Manager  to offer any  Sprint  PCS  Products  or
Services.

     12. EXISTING BACKHAUL CONTRACTS.  Sprint PCS agrees that Manager's existing
contracts for backhaul and transport  services do not violate Section 3.7 of the
Management  Agreement.  Manager  agrees  to allow  such  contracts  to expire or
otherwise terminate at the earliest possible date, after which date Manager will
conform to the requirements of Section 3.7.

     13.  SPRINT PCS ROAMING AND INTER  SERVICE AREA PROGRAM  REQUIREMENTS.  The
following  sentence  is added at the end of Exhibit  4.3:  "The  reciprocal  fee
permitted for Inter  Service Area usage when Sprint PCS customers  travel within
the seven BTAs listed on the first page of this Addendum and when customers with

                                       3
<PAGE>

                                          [***] CONFIDENTIAL TREATMENT REQUESTED


NPA-NXX's  assigned to the Service Area travel into the Sprint PCS Cincinnati or
Columbus  markets,  will be [***],  subject to adjustment by mutual agreement of
the parties on an annual basis beginning in February,  1999, including Manager's
unilateral  right to revert to the fee(s)  contained in the then current Exhibit
4.3."

     14. USE OF BRANDS. The following is inserted as Section 5.1(e): "(e) Sprint
and Sprint  Spectrum agree to provide  Manager with the use of the Brands during
the Term of this agreement under the terms of the Trademark License Agreements."

     15. IN-TERRITORY ADVERTISING AND PROMOTION. The following sentence is added
at the end of Section 6.2: "Any such cooperative  advertising  arrangements will
be commercially  reasonable and will  consistently  applied to Sprint PCS and to
manager and the Other Managers."

     16.  CONFORMANCE TO SPRINT PCS TECHNICAL  PROGRAM  REQUIREMENTS.  The first
sentence of Section 7.1(b) is replaced by the following sentence:  "Manager must
demonstrate  to Sprint PCS'  reasonable  satisfaction  that Manager has complied
with the Sprint PCS  Technical  Program  Requirements  prior to  connecting  the
Service Area Network to the rest of the Sprint PCS Network."

     17.  ESTABLISHMENT  OF  SPRINT  PCS  TECHNICAL  PROGRAM  REQUIREMENTS.  The
following  parenthetical  is deleted  from the last  sentence  of  Section  7.2:
"(subject to change in accordance with Section 7.3)".

     18. EXISTING NETWORK RF DESIGN COMPLIANCE. Sprint PCS agrees that as of the
effective  date of this Addendum,  Manager's  existing  wireless  communications
network, which will become part of the Service Area Network, is substantially in
compliance  with the RF design  specifications  contained in Exhibit 7.2. Sprint
PCS agrees that Manager's existing cell sites and switching  location,  if built
to generally accepted construction  standards in the wireless industry,  will be
deemed in compliance with the applicable construction standards contained in the
Sprint PCS Technical Program Requirements.

     19.  AMENDMENTS TO PROGRAM  REQUIREMENTS.  The following phrase is added to
the end of the first sentence in Section 9.2(c):  "and the service area networks
of Other Managers that are similar in size and scope to Manager's Service Area."
The second sentence of Section 9.2(c) is amended by replacing the phrase "Sprint
PCS may provide" with the phrase "Sprint PCS will provide".

     20. MANAGER'S RIGHT TO REQUEST REVIEW OF CHANGES.  The reference in Section
9.3(b) [***]. The  following  sentence  is added to the end of
Section  9.3:  "For  purposes of the above  calculations,  the  additional  cost
resulting  from a  proposed  Program  Requirement  change  will be  added to the
additional  cost  incurred  (or to be  incurred)  by Manager with respect to any
other Program  Requirement changes that were announced within 12 months prior to
the current proposed change.

     21.  SPRINT PCS' RIGHT TO  IMPLEMENT  CHANGES.  The word  "incremental"  is
inserted between the words "any" and "revenue" in Section 9.4.


                                       4
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


     22.  UNIVERSAL  SERVICE  FUNDS.  Section  10.1.2 is revised to provide that
federal  and state  subsidy  funds  pertaining  to  services  provided  or to be
provided in the Service Area [***].

     22.  UNIVERSAL  SERVICE  FUNDS.  Section  10.1.2 is revised to provide that
federal  and state  subsidy  funds  pertaining  to  services  provided  or to be
provided in the Service Area [***].

     23. REVENUES FROM OF SALE OF MANAGER'S PRODUCTS AND SERVICE.  The following
is added as a new Section 10.4(b)(vi):  "Manager will be entitled to 100% of all
revenues received by Sprint PCS with respect to sales of Manager's  Products and
Services."

     24. TERM.  Section 11.1 is modified to provide for a 10 year Initial  Term.
Section 11.2 is modified to provide for 4 successive  10-year  automatic renewal
periods, unless at least 2 years prior to the commencement of any renewal period
either party  notifies the other party in writing that it does not wish to renew
the Management Agreement.

     25. DISAGGREGATED  LICENSE TRANSFER  APPLICATION.  Within one year prior to
the expiration of the term of the License,  upon Manager's  request  received no
later than 60 days prior to the  expiration of the License,  Sprint PCS will use
commercially  reasonable  efforts to file an  application  for FCC  approval  to
transfer the Disaggregated License from Sprint PCS to Manager or a Related Party
of Manager.  Manager agrees to promptly  reimburse  Sprint PCS for all legal and
other costs  associated  with the  development,  filing and  prosecution of such
application.  Such  application  will  request  advance  approval  only  for the
Disaggregated License transfer, and will not constitute Sprint PCS' intention to
transfer  the  Disaggregated  License.  If Sprint  PCS  elects  not to renew the
License upon its expiration and the FCC approves such  application for transfer,
then upon Manager's request, Sprint PCS will use commercially reasonable efforts
to transfer the Disaggregated License to Manager or its designated Related Party
prior to the License expiration,  in accordance with the terms of Section 11.2.1
and 11.2.2, as amended.

     26. NON-RENEWAL RIGHTS. If the Management  Agreement  terminates because of
the events described in Sections 11.2.2(a) through 11.2.2(e),  then with respect
to the Athens,  Chillicothe,  Huntington - Ashland,  Parkersburg - Marietta, and
Zanesville - Cambridge  BTAs,  Manager may  exercise  its rights  under  Section
11.2.1.2  with  respect  to all,  but not fewer than all,  of the  Disaggregated
Licenses;  however,  if Manager gives Sprint PCS written notice of its desire to
not exercise such rights within 5 Business Days (30 Business Days in the case of
11.2.2(d))  following the  occurrence  of the relevant  triggering  event,  then
Sprint PCS may  exercise  its rights  under  Section  11.2.2 with respect to the
Operating Assets and Disaggregated  Licenses for such BTAs. If no such notice is
received by Sprint PCS, Manager's rights will be deemed exercised.

     27. SPRINT PCS' RIGHTS AND REMEDIES UPON  CHARLESTON BTA BUILD-OUT  BREACH.
Upon a material  breach by Manager solely of its Build-out Plan  obligations for
the Charleston BTA under Section  11.3.3,  Sprint PCS' rights and remedies under
Section 11.6 can be applied only to the Licenses and Operating  Assets  relating
to such BTA.

     28. EFFECT OF AN EVENT OF TERMINATION. The following phrase is added to the
end of the  last  sentence  of  Section  11.4(d):  ",  provided,  however,  that
Manager's advertising through mass media or bulk mailings will not be considered
a solicitation of Sprint PCS customers."


                                       5
<PAGE>

     29. ENTIRE BUSINESS VALUE. Section 11.7.3(c) is amended to read as follows:
"The  valuation  will  assume that the  business is to continue to be  conducted
under the Brands and the  existing  agreements  between  the  parties  and their
respective  Related  Parties." The following phrase is added at the beginning of
Section 11.7.3(d): "The valuation will assume that".

     30. AUDIT. In the first sentence of the second  paragraph of Section 12.1.2
the following phrase is inserted  following the term "independent  auditors" and
before the phrase "the accuracy": "conduct the review of Sprint PCS' records and
issue a report to Sprint PCS and Manager regarding".

     31.  INDEMNIFICATION BY SPRINT PCS. The following language is added between
the words  "Related  Parties" and the word  "except" in Section  13.1: ", or the
actions  or failure to act of any of Sprint  PCS'  contractors,  subcontractors,
agents, directors,  managers,  officers, employees and representatives of any of
them in the performance of this agreement."

     32. TOLLING OF THE CURE PERIOD. Section 14.4 is amended to read as follows:
"Any  cure  period  under  Section  11.3  that is 90 days or less will be tolled
during the  pendency of the dispute  resolution  period.  Any cure period  under
Section 11.3 that is longer than 90 days will not be tolled  during the pendency
of the dispute resolution process."

     33. DUE INCORPORATION OR FORMATION. The word "Manager" is replaced with the
words "The party" in the second sentence of Section 15.1.

     34. FCC COMPLIANCE.  The following  sentence  replaces the last sentence of
Section 16.2(e): "Sprint PCS will bear the costs of preparation of the documents
and prosecution of the actions."

     35.  REGULATORY  NOTICES.  The  following  two  sentences  replace the last
sentence  of  Section   16.4:   "If  Sprint  PCS  chooses  to  respond  to  such
communications  and  complaints,  Manager  will not respond to them  without the
consent of Sprint PCS.  Sprint PCS will bear the cost of  responding to any such
communications  and complaints  unless (1) such response is primarily the result
of Manager acts or omissions that constitute negligence,  willful misconduct, or
breach of any provision of this agreement,  or (2) if Manager's  response is not
requested by Sprint PCS."

     36. SPRINT PCS LICENSES.  A new Section 16.6,  bearing the heading  "SPRINT
PCS  LICENSES.",  is added to the  agreement,  and such  Section  16.6  reads as
follows: "Sprint represents and warrants the following to Manager: Sprint PCS is
the holder of the full right, title and interest in and to the Licenses.  Sprint
PCS complied with the FCC's rules and regulations  before,  during and after the
auction which awarded the Licenses,  and has paid its full winning bid amount to
the FCC with respect to the purchase of the Licenses. The FCC order granting the
Licenses has become final. The Licenses are in full force and effect and are not
subject to any petition to deny or other legal challenge or claim. Except for an

                                       6
<PAGE>

investigation of the FCC's PCS broadband  spectrum auctions by the Department of
Justice, and requests related to this investigation by the Department of Justice
pursuant  to  which  Sprint  PCS  has  provided  certain   documents  and  other
information,  there is no  pending  or, to  Sprint  PCS'  knowledge,  threatened
action,  lawsuit,  proceeding or  investigation  which relates in any way to the
Licenses or which seeks the termination,  modification or material impairment of
the Licenses.

     37. NO  ASSIGNMENT;  EXCEPTIONS.  Sprint PCS agrees  that for  purposes  of
Section  17.15.2(e)(ii),   17.15.3(b)(ii),  and  17.15.3(e)(ii),  AllTel,  which
currently owns 20% of Manager will not be considered a  "significant  competitor
of Sprint PCS or its Related Parties in the telecommunications  business" unless
AllTel is merged  into or becomes  controlled  by a  significant  competitor  of
Sprint PCS or its Related Parties in the telecommunications business.

     38.  RIGHT OF FIRST  REFUSAL.  Section  17.15.4  is hereby  deleted  in its
entirety.  Manager  agrees to give Sprint PCS  written  notice in the event that
Manager  has  determined  to seek to sell all or a  substantial  portion  of the
Operating  Assets.  Manager  acknowledges  that it must  comply  with the  other
subsections of Section 17.15.

     39.  TRANSFER OF SPRINT PCS NETWORK.  The word "assumes" is replaced by the
words "simultaneously acquires" in Section 17.15.5.

     40.  TRANSFER OF SPRINT PCS  NETWORK.  Sprint PCS agrees to not transfer to
unrelated  third  parties  the  Licenses  in  one  or a  series  of  sand  alone
transactions during the Term of the Management Agreement. This does not preclude
Sprint  PCS  from  transferring  Licenses  as part of a  larger  transaction  as
permitted  in Section  17.15.5  (i.e.,  national  or regional  license  transfer
transactions);  provided,  however, that Sprint PCS will not transfer any of the
Licenses  as  part  of a  national  or  regional  license  transfer  unless  the
transferee complies with the requirements of Section 17.15.5.

     41. NUMBER PORTABILITY. The following sentence replaces the second sentence
of Section  17.17;  "To the  extent the  relationship  between  NPA-NXX  and the
Service Area changes,  Sprint will develop a commercially reasonable alternative
system to attempt to assign customers who primarily live and work in the Service
Area to the Service Area, in a manner which  preserves the economic  benefits of
the agreement."

     42.  DEFINITION  OF MANAGER'S  PRODUCTS AND  SERVICES.  The  definition  of
"Manager's  Products and Services" in the Schedule of  Definitions is amended to
read as follows: "Manager's Products and Services means all types and categories
of wireless  communications services and associated products that are offered by
Manager  in  the  Service  Area  pursuant  to  Section  3.2  of  the  Management
Agreement."

     43. DEFINITION OF "OPERATING ASSETS".  The definition of "Operating Assets"
in the Schedule of  Definitions  is amended to remove the phrase "or its Related
Parties"  as such phrase  appears  throughout  said  definition.  The  following
sentence is added  after the second  sentence in the  definition  of  "Operating
Assets" in the  Schedule of  Definitions:  "Operating  Assets  does  include any
contracts  or  agreements  between  Manager  and its Related  Parties  which are
necessary to operate the Service Area Network.

                                       7
<PAGE>

     44. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The word "five" is replaced
by the word "three" in Section 1.9.11 to Exhibit 11.8.  The parties  acknowledge
that, if Sprint PCS is the seller of the Disaggregated License,  Sprint PCS will
make  customary  representations  regarding  the License and that the License is
free and clear of all security  interests,  liens and other  encumbrances of any
nature.

     45. NONCOMPETE. Section 1.15 to Exhibit 11.8 is deleted.

     46. BUILD-OUT PLAN EXPANSION.  Manager agrees to complete its coverage from
Cambridge, Ohio north on Interstate 77 to the Cleveland MTA boundary and east on
Interstate 70 to the Pittsburgh MTA boundary  within a reasonable time period of
when both parties decide it is commercially reasonable to connect networks.

     47.  SELECTED  SERVICES.  The parties agree that  Manager's  designation of
Selected Services,  in accordance with Exhibit 2.1.2 to the Services  Agreement,
will  be  determined  by  Manager  after  the  effective  date  of the  Services
Agreement,  but such  determination  will in no case be made  later than 45 days
prior to the expiration of the Transition Period, as described in this Addendum.

     48. UNRESOLVED SERVICE AGREEMENT  DISPUTE.  The following phrase at the end
of Section 7.2of the Services Agreement is deleted:  ", except neither party may
bring a suit for  damages  based on an event  that  occurs  during the first two
years of this agreement."

     49. RIGHT TO ASSIGN LICENSE AGREEMENTS.  The following language is added at
the end of the sentence in Section 14.1 of both Trademark License Agreements: ",
unless such  assignment  is  simultaneous  to an  assignment  of the  Management
Agreement that is permitted under the Management Agreement."

     50. DEFINITION OF "RTFC". For purpose of this Addendum,  "RTFC" means Rural
Telephone Finance Cooperative.

     51. EXTEND TERM AS INTERIM TRUSTEE.  Section 17.15.2 is modified to add the
following:

          (a) If RTFC,  during its 180-day term as interim trustee under Section
17.15.2(c),  acts in  accordance  with the  terms of the  Management  Agreement,
Services Agreement,  Trademark License  Agreements,  and any related agreements,
and acts diligently and in good faith to find a successor to Manager  acceptable
to Sprint PCS, then Sprint PCS will not unreasonably  withhold a request by RTFC
to extend its term as interim trustee for up to an additional 180 days.

          (b) If Sprint  PCS  rejects a  proposed  successor  to  Manager  under
Section 17.15.2(e) within the last 90 days of the 180-day interim trustee period
under Section 17.15.2(c), RTFC may continue to serve as interim trustee until 90
days after Sprint PCS gives RTFC notice of such rejection. If Sprint PCS rejects
another proposed successor, RTFC may continue to serve as interim trustee for an
additional  90-day period beginning the date Sprint PCS gives RTFC notice of the
rejection.

                                       8
<PAGE>

     52. RTFC DEBT. If Sprint PCS purchases the Operating  Assets under Sections
11.2.1.1., 11.2.2.1, 11.5.1 or 11.6.1, Sprint PCS agrees either to (a) repay the
amount owed by Manager to RTFC directly attributable to the Service Area Network
and reflected on Manager's  financial records,  or (b) subject to a satisfactory
credit  review  by  RTFC,  assume  the  debt  to RTFC  described  in (a) of this
paragraph.

     53. NOTICE OF EVENT OF TERMINATION.  Sprint PCS will give RTFC notice of an
Event of Termination via facsimile to the following address:

              Rural Telephone Finance Cooperative
              Woodland Park
              2201 Cooperative Way
              Herndon, Virginia  20171-3025
              Attention:        Chief Executive Officer
              Facsimile:        703-709-6776

     54. LOCK BOX ACCOUNTS.

          (A) EVENT OF  TERMINATION.  If  Manager  purchases  the  Disaggregated
License from Sprint PCS under Sections 11.2.1.2, 11.2.2.2, 11.5.2 or 11.6.2, the
purchase  agreement  will set forth the  procedure  for the orderly  transfer to
Manager  effective the closing date of the lock box account or, if such transfer
is impractical for commercially  reasonable reasons, the procedure for the daily
transfer to Manager of funds  received in the lock box account to which  Manager
is entitled.  Such procedure  will include a procedure for periodic  true-ups to
provide Manager and Sprint PCS with the amounts to which each is entitled.

          (B) SPRINT PCS BANKRUPTCY.  Sprint PCS will in good faith  investigate
the alternatives and consider RTFC's desire for Manager to obtain an interest in
the lock box account that will provide  Manager with direct  access to any funds
in such account to which Manager is entitled upon the  occurrence of an Event of
Termination  under  Section  11.3.7  caused  by  the  Voluntary   Bankruptcy  or
Involuntary  Bankruptcy  of Sprint  PCS.  If Sprint PCS  determines  in its sole
discretion  that  any  such  arrangement  is  commercially  unreasonable  or  is
unacceptable  to Sprint PCS'  lenders,  Sprint PCS is not required to alter such
accounts as requested by Manager.


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


                        CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have Been Redacted Are Marked
With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The
Securities and Exchange Commission.



                                   ADDENDUM II
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

MANAGER:         Horizon Personal Communications, Inc.

SERVICE AREA:    Athens, OH BTA
                 Charleston, WV BTA
                 Chillicothe, OH BTA
                 Huntington, WV - Ashland, KY BTA
                 Parkersburg, WV - Marietta, OH BTA
                 Portsmouth, OH BTA
                 Zanesville - Cambridge, OH BTA
                 Danville, VA BTA
                 Lynchburg, VA BTA
                 Martinsville, VA BTA
                 Roanoke, VA BTA
                 Staunton-Waynesboro, VA BTA
                 Bluefield, VA BTA
                 Beckley, WV BTA
                 Kingsport, Johnson City, Bristol, TN BTA
                 Williamson-Pikeville, WV BTA
                 Logan, WV BTA
                 Cumberland, MD BTA
                 Fairmont, WV BTA
                 Morgantown, WV BTA
                 Clarksburg, WV BTA
                 Cincinnati, OH BTA (counties of Adams, Brown, Highland, Mason)
                 Canton-New Philadelphia, OH BTA (Coshocton County only)
                 Charlottesville, VA BTA

     This Addendum II (this "ADDENDUM"),  dated as of August 12, 1999,  contains
certain  additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of June 8, 1998, by the same parties as
this Addendum,  which  Management  Agreement was further amended by that certain
Addendum  I,  entered  into as of June 8, 1998  (the  Management  Agreement,  as
amended  by  Addendum  I,  being  the  "MANAGEMENT  Agreement").  The  terms and
provisions of this Addendum  control,  supersede and amend any conflicting terms
and  provisions  contained  in the  Management  Agreement.  Except  for  express
modifications made in this Addendum,  the Management Agreement continues in full
force and effect.

     Capitalized  terms used and not otherwise defined in this Addendum have the
meanings  ascribed  to them in the  Management  Agreement.  Section  and Exhibit
references are to Sections of, and Exhibits to, the Management Agreement, unless
otherwise noted.



                                       1
<PAGE>

     The Management Agreement is modified as follows:

1.   NETWORK SERVICES AGREEMENT.

     (a)  Sprint PCS has reviewed that certain Network  Services  Agreement (the
          "NETWORK SERVICES AGREEMENT"),  dated as of even date herewith,  among
          Manager,  West Virginia PCS Alliance,  L.C. and Virginia PCS Alliance,
          L.C. (together with West Virginia PCS Alliance, L.C., the "ALLIANCES")
          and  upon  the  execution  of all of the  following  agreements:  this
          Addendum;   the  Assignment,   between  Sprint  PCS,  Manage  and  the
          Alliances; the Sprint PCS Build-Out Agreement,  between Sprint PCS and
          the  Alliances  (the  "BUILD-OUT  AGREEMENT");  and the  Amendment  to
          Intercarrier  Roamer Service  Agreement,  among  WirelessCo,  L.P. and
          various other parties,  including the Alliances),  Sprint PCS consents
          to the Manager's  execution  of, and  performance  under,  the Network
          Services Agreement.

     (b)  Manager  agrees that it will not amend or modify the Network  Services
          Agreement or give any waivers for  performance  thereunder,  in either
          case in a manner that would  materially  impact  Manager's  ability to
          comply  with the terms and  conditions  of the  Management  Agreement,
          without the prior  written  consent of Sprint PCS,  which consent will
          not be unreasonably withheld.  Manager will provide Sprint PCS with 30
          days prior written  notice of any  amendment,  modification  or waiver
          under the Network Services Agreement,  except that Sprint PCS will use
          commercially  reasonable  efforts  to  respond  within a shorter  time
          period than 30 days if requested by Manager.

2.   MODIFICATIONS  TO  MANAGEMENT  AGREEMENT  RESULTING  FROM NETWORK  SERVICES
     AGREEMENT.  The  following  provisions  in this  Section 2 shall  remain in
     effect only during the term of the Network Services Agreement.

     (a)  BUILD-OUT OBLIGATIONS.

          (i)  So long as the Network  Services  Agreement is in effect and both
               parties thereto are in material  compliance with all terms of the
               Network  Services  Agreement,  Manager  may  rely on the  Network
               Services  Agreement to meet Manager's  build-out  requirement for
               the following BTAs:

                         Danville,   VA   BTA
                         Lynchburg,   VA  BTA
                         Martinsville, VA BTA
                         Roanoke,    VA   BTA
                         Staunton-Waynesboro, VA BTA
                         Bluefield, VA BTA


                                       2
<PAGE>

                         Beckley,  WV BTA
                         Charleston,  WV, BTA
                         Huntington, WV-Ashland,  KY  BTA
                         Williamson-Pikeville,
                         WV BTA Logan, WV BTA
                         Cumberland,  MD  BTA
                         Fairmont,   WV   BTA
                         Morgantown,  WV  BTA
                         Clarksburg, WV BTA
                         Charlottesville,  VA
                         BTA   (collectively,
                         the      "ALLIANCES'
                         SERVICE AREA").

               To the extent  Manager  builds out its Service  Area Network in a
               BTA in a  manner  that  causes  the  termination  of the  Network
               Services Agreement with respect to such BTA, instead of reselling
               the Alliances'  wireless  service,  such BTA will be deleted from
               the definition of Alliances' Services Area.

          (ii) Except as expressly  provided  herein,  nothing in this  Addendum
               relieves  Manager of its obligations to complete the build-out of
               its  Service  Area  Network  in  accordance  with  the  Build-Out
               Schedule  attached to this  Addendum as Exhibit  2.1. If, for any
               reason, the Alliances decline or are unable to meet the build-out
               schedule  set forth in  Exhibit  2.1 for the  Alliances'  Service
               Area,  Horizon  agrees  to build  out  Manager's  Network  in the
               Alliances' Service Area in accordance with Exhibit 2.1, except as
               set forth in this Section 2.

          (iii)Manager represents and warrants that it has a commitment from the
               Alliances  that the  Alliances  will  build-out  a network in the
               following  markets (the "INITIAL  MARKETS") on or before the date
               set forth in Exhibit 2.1:

               (A)  Bluefield, VA BTA; and (B) Beckley, WV BTA.

          (iv) Manager  will require the  Alliances,  on or prior to February 1,
               2001 to decide  whether to  build-out a network in the  following
               markets (the "SUBSEQUENT MARKETS"):

               (A)  Williamson-Pikeville, WV BTA;
               (B)  Logan, WV BTA; and
               (C)  Cumberland, MD BTA.

               If the Alliances decline to build any Subsequent Markets, Manager
               will  complete the  build-out of the Service Area Network in such
               declined  Subsequent  Markets on or before  February 1, 2002.  If
               Manager  fails to complete  such  build-out  prior to February 1,
               2002,  Sprint  PCS may  terminate  the  Management  Agreement  in
               accordance with Section 11.3.3, except that Manager shall have no
               cure period.



                                       3
<PAGE>

          (v)  If the  Alliances  commit to  build-out  any  Initial  Markets or
               Subsequent  Markets,  but  subsequently  either (A) the Alliances
               notify  Manager  that they no longer  intend to  build-out in any
               such Markets or (B) Manager determines that it is unreasonable to
               expect that the  Alliances can complete the build-out of any such
               Markets within the prescribed schedule, then:

               (X)  If the event  described  in (A) above  occurs,  Manager must
                    complete  the  build-out of such Markets by the later of the
                    date set forth in Exhibit  2.1 or the date that is 12 months
                    after the date Manager  receives  notice from the Alliances;
                    or

               (Y)  If the event  described  in (B) above  occurs,  Manager must
                    complete  the  build-out of such Markets by the later of the
                    date set forth in Exhibit  2.1 or the date that is 12 months
                    after  the date  Manager  makes  such  determination  (which
                    completion  date can not be later  than 6 months  after  the
                    date set forth in Exhibit 2.1).

               If Manager  fails to complete such  build-out  prior to the dates
               set forth in (X) and (Y)  above,  Sprint  PCS may  terminate  the
               Management  Agreement in accordance with Section  11.3.3,  except
               that Manager shall have no cure period.

     (b)  OBLIGATIONS NOT RELATED TO TIMING OF SERVICE AREA NETWORK BUILD-OUT.

          (i)  If the Network Services Agreement is terminated  resulting from a
               breach by the  Alliances  either (A) for all  markets  within the
               Alliances'  Service Area or (B) for less than all markets  within
               the Alliances' Service Area, then:

               (X)  If the event described in (A) above occurs, Manager will use
                    its best efforts to complete its build-out of all Markets by
                    the later of the date set forth in  Exhibit  2.1 or the date
                    that is 18  months  after  the  date  the  Network  Services
                    Agreement is terminated; or

               (Y)  If the event described in (B) above occurs, Manager will use
                    its  best  efforts  to  complete   its   build-out  of  such
                    terminated  Markets  by the  later of the date set  forth in
                    Exhibit 2.1 or the date that is 12 months after the date the
                    Network Services Agreement is terminated with respect to any
                    Market.



                                       4
<PAGE>

               If there is an existing  breach of the  Management  Agreement and
               Sprint PCS, in its sole  discretion,  determines that Manager may
               not complete the cure of such breach  during the time periods set
               forth above,  Sprint PCS may exercise its cure rights pursuant to
               Section 11.6.3 of the Management Agreement with respect to one or
               more  Markets.  Horizon  will not be obligated to cure any breach
               for which a cure is undertaken by Sprint PCS.

               If, after using its best efforts,  Manager fails to complete such
               build-out  on or before  the dates set forth in (X) and (Y) above
               and Sprint PCS does not  exercises  its cure  rights  pursuant to
               Section  11.6.3 of the Management  Agreement,  Manager will be in
               breach of the Management  Agreement pursuant to Section 11.3.3 of
               the Management  Agreement and, in the event Sprint PCS delivers a
               notice of  termination,  Manager  shall have the cure  rights set
               forth in such Section.

          (ii) If  Manager  breaches  the  Network  Services  Agreement  and the
               Alliances terminates such agreement, Sprint PCS may terminate the
               Management  Agreement in accordance with Section  11.3.3,  except
               that  Manager  shall  have no  cure  period.  Sprint  PCS may not
               terminate the Management Agreement for a breach by Manager if the
               Alliances waive such breach.

     (c)  BUILD-OUT OF NEW COVERAGE AREAS.

          (i)  If, pursuant to Section 2.5 of the Management  Agreement,  Sprint
               PCS  requests  that  Manager  build  out a New  Area  within  the
               Alliances'  Service Area,  Manager will follow the procedures set
               forth in Section 7.4.4 of the Network Services  Agreement to seek
               the Alliances' agreement to build out such New Area.

          (ii) In the event that the Alliances fail or refuse, within 60 days of
               notice by  Manager,  to deliver a written  commitment  to provide
               such  build-out,  Manager  shall have the right to build out such
               New  Area  pursuant  to  Section  7.4.4 of the  Network  Services
               Agreement.

          (iii)In the event that Manager fails to declines either (A) to deliver
               a written  commitment to provide such build-out within 30 days of
               notice by the Alliances or (B) to complete such build-out  within
               the timeframe set forth in Sprint PCS' original  request,  Sprint
               PCS  shall  have  the  build-out  right  provided  in  the  third
               paragraph of Section 2.5 of the Management Agreement.



                                       5
<PAGE>

     (d)  EXTENT OF BUILD-OUT BY HORIZON.  In any circumstance  where Horizon is
          required  to build or  overbuild  a network in a market in its Service
          Area, such build-out will be  substantially  the same as or exceed the
          geographic  coverage  of the  then-current  network  built  out by the
          Alliances.

     (e)  PRESERVATION  OF SPRINT  PCS  LICENSES.  If,  as of June 30,  2001 (i)
          Sprint  PCS  has  not  obtained  from  the  FCC  a   modification   or
          clarification of what  constitutes a "showing of substantial  service"
          for purposes of determining Sprint PCS' buildout requirements,  as set
          forth in 47 C.F.R.  Section  24.203(b) (the "Buildout  Requirements"),
          which  modification or clarification  obviates the requirement for any
          additional buildout of Sprint PCS' licenses in the "Alliances' Service
          Area" (as defined  below) or (ii) if  additional  buildout is required
          and, in Sprint  PCS'  discretion,  the  Alliances  are not  reasonably
          expected to complete the buildout of additional  carrier necessary for
          Sprint PCS to meet the Buildout Requirements in the Alliances' Service
          Area by June 30,  2002,  then  Sprint  PCS  will  notify  Manager  and
          Manager, at its expense, will buildout such additional carriers as are
          needed to meet Sprint PCS'  Buildout  Requirements  by June 30,  2002;
          provided,  however,  that  Sprint PCS will use  reasonable  efforts to
          ensure that the Alliances will complete the buildout as needed to meet
          Sprint PCS'  Buildout  Requirements.  If Manager fails to complete the
          buildout  of such  additional  carriers  by such date,  Sprint PCS may
          terminate the Management  Agreement in accordance with Section 11.3.3,
          except that Manager  shall have no cure  period.  Sprint PCS agrees to
          use commercially  reasonable  efforts to obtain such  clarification or
          modification from the FCC.

     (f)  RIGHT OF LAST OFFER FOR BACKHAUL AND TRANSPORT SERVICES. Except to the
          extent that  Manager is  constructing  a Service  Area  Network in the
          Alliances'  Service  Area,  the  provisions  of  Section  3.7  of  the
          Management  Agreement  shall only be  applicable if Sprint PCS obtains
          the  consent of the  Alliances,  which  consent may be withheld in the
          Alliances' sole discretion.

     (g)  SPRINT PCS  ROAMING  AND INTER  SERVICE  AREA  PROGRAM.  Section 13 of
          Addendum I is deleted in its  entirety.  However,  to the extent  that
          Sprint PCS, using commercially  reasonable efforts,  has the technical
          capability  to  implement  the  following  provision,   the  following
          sentence will be added at the end of Exhibit 4.3:  "When (i) customers
          with   NPA-NXX's   assigned   to   Richmond,    VA   and   Washington,
          D.C./Baltimore, MD markets travel within the Charlottesville,  VA BTA;
          (ii)  customers  with NPA-NXX's  assigned to  Charlottesville,  VA BTA
          travel onto the Sprint PCS network in the Richmond, VA and Washington,
          D.C./Baltimore, MD markets; (iii) customers with NPA-NXX's assigned to
          the  Cincinnati  and Columbus,  OH BTAs travel within the Service Area
          BTAs of Athens, OH; Chillicothe,  OH; Parkersburg,  WV; Portsmouth, OH
          and Zanesville-Cambridge, OH; and (iv) customers with NPA-NXX's


                                       6
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


          assigned  to the Service  Area BTAs of Athens,  OH;  Chillicothe,  OH;
          Parkersburg,  WV; Portsmouth, OH and  Zanesville-Cambridge,  OH travel
          onto the Sprint PCS network in the Cincinnati  and Columbus,  OH BTAs,
          the  reciprocal  fee  permitted  for Inter  Service Area usage will be
          [***],  subject to adjustment by mutual agreement of the parties on an
          annual basis beginning in February 2000."

     (h)  RIGHTS OF INSPECTION. Sprint PCS has the right to accompany Manager on
          any inspections of the Alliances' facilities in the Alliances' Service
          Area as permitted by Section 9.1 of the Network Services Agreement.

     (i)  FUTURE AMENDMENTS TO PROGRAM  REQUIREMENTS.  Except to the extent that
          Manager is  constructing  a Service  Area  Network  in the  Alliances'
          Service  Area,  upon receipt of notice from Sprint PCS of its decision
          to amend any of the Program Requirements that relate to the network in
          the  Alliances'  Service Area,  Manager will follow the procedures set
          forth in Section 7.4.1 of the Network Services Agreement.

     (j)  SPRINT  PCS' RIGHT TO  IMPLEMENT  CHANGES.  Except to the extent  that
          Manager is  constructing  a Service  Area  Network  in the  Alliances'
          Service  Area,  the  provisions  of  Section  9.4  of  the  Management
          Agreement  shall only apply if Sprint PCS  obtains  the consent of the
          Alliances,  which  consent  may be  withheld  in the  Alliances'  sole
          discretion.

     (k)  LICENSE.  Nothing in this  Addendum  or the  Management  Agreement  is
          intended,  or shall be  construed,  to give Manager a right to acquire
          any  spectrum  owned by Sprint PCS for any BTA  within the  Alliances'
          Service  Area (the  "ALLIANCE'S  SERVICE  AREA  LICENSES");  provided,
          however,  that upon completion by Manager of a Service Area Network in
          a BTA within the  Alliances'  Service  Area,  Horizon  may acquire the
          License  for such BTA as  provided  in  Article  11 of the  Management
          Agreement.

     (l)  EBV  DETERMINATION.  For  purposes of Section  11.7 of the  Management
          Agreement,  if the Network  Services  Agreement  is assigned to Sprint
          PCS, the appraisers  shall consider the value of the assignment of the
          Network Services Agreement in determining the Entire Business Value if
          the Network  Services  Agreement is assignable by Manager  without the
          Alliances' consent.

     3. EXPANSION OF SERVICE AREA. The parties agree to expand the definition of
Service Area to include the Alliances Service Area; Adams, Coshocton,  Green and
Highland Counties, Ohio; and Mason County, Kentucky.

     4. REVISED BUILD-OUT PLAN. Exhibit 2.1 attached to this Addendum supersedes
and replaces in its entirety Exhibit 2.1 attached to the Management Agreement.



                                       7
<PAGE>

     5. MICROWAVE RELOCATION.  With respect to BTAs that were added to the scope
of the  Management  Agreement  after the initial  execution of such Agreement on
June 8, 1998,  Manager  agrees  that,  upon receipt of an invoice by Sprint PCS,
Manager will pay one-half of any expenses  incurred by Sprint PCS after the date
of this  Addendum,  under  either  the  Management  Agreement  or the  Build-Out
Agreement, for the relocation of any microwave paths in such BTAs.

     6.  FINANCING.  The work "and" is inserted  between the words "thereto" and
"before" in the last sentence of Section 1.7.

     7. LONG-DISTANCE PRICING.

          (a)  The first  sentence of Section 3.4 is deleted in its entirety and
               replaced by the following language:

               Upon the  earlier to occur of (i) the  termination  of  Manager's
               contract  with  Cincinnati  Bell Long  Distance and (ii) earliest
               date that Manager's  contract with  Cincinnati Bell Long Distance
               may  expire,  Manager  must  purchase   long-distance   telephony
               services  from  Sprint  through  Sprint  PCS both (i) to  provide
               long-distance  telephony  service  to  users  of the  Sprint  PCS
               Network  and (ii) to connect the Service  Area  Network  with the
               national  platforms  used by Sprint  PCS to provide  services  to
               Manager under the agreement and/or the Services Agreement. Sprint
               will bill  Sprint PCS for such  services  rendered to Sprint PCS,
               Manager and all Other Managers, and in turn, Sprint PCS will bill
               Manager for the services used by Manager. Manager will be charged
               the same  price for such  long-distance  service as Sprint PCS is
               charged  by Sprint  (excluding  interservice  area long  distance
               travel  rates)  plus an  additional  administrative  fee to cover
               Sprint PCS' processing costs.

          (b)  The following  sentence is added as a second paragraph in Section
               3.4:

               Manager  may not  resell  the  long-distance  telephony  services
               acquired from Sprint under this Section 3.4.

     8. RIGHT OF LAST OFFER.  Section  3.7 is  modified by adding the  following
language:

          "(other than backhaul  services  relating to national  platform and IT
          application  connections,  which  Manager must  purchase from Sprint)"
          both between (i)  "Service  Area  Network" and "if Manager  decides to
          use" in the first sentence of the first  paragraph and (ii) "for these
          services" and "and the  agreement was not made" in the first  sentence
          of the second paragraph.

     9. NON-TERMINATION OF AGREEMENT. The following language is added to the end
of Section 11.5.3 and Section 11.6.4:



                                       8
<PAGE>

          "but such action does not terminate this agreement."

     10. ANNOUNCED TRANSACTIONS. Section 17.23 is deleted in its entirety.

     11. FEDERAL CONTRACTOR  COMPLIANCE.  A new Section 17.26, the text of which
is attached as Exhibit A, is added and incorporated by this reference.  When and
to the  extent  required  by  applicable  law,  Manager  will  comply  with  the
requirements of this Section 17.26.

     12.  PAYMENT OF FEES UNDER  SERVICES  AGREEMENT.  The  second  sentence  of
Section 3.1 of the Services Agreement is deleted in its entirety and replaced by
the following two sentences:

          Except with  respect to fees paid for  billing-related  services,  the
          monthly  charge for any fees based on the number of subscribers of the
          Service  Area  Network  will be  determined  based  on the  number  of
          subscribers  as of the 15th day of the month  for which the  charge is
          being  calculated.  With  respect  to fees  paid  for  billing-related
          services,  the  monthly  charge  for any fees  based on the  number of
          subscribers  will be based on the number of gross  activations  in the
          month for which the  charge  is being  calculated  plus the  number of
          subscribers  of the Service  Area Network on the last day of the prior
          calendar month.

     13.  CHARLOTTESVILLE,  VA BTA. After the second  anniversary of the date of
this  Agreement,  Sprint  PCS and  Manager  agree to  discuss  the future of the
Charlottesville,  VA BTA.  After  such  discussions,  Sprint  PCS shall have the
option of (a) permitting Manager to continue to cover such BTA under the Network
Services Agreement or (b) requiring the overbuild of such BTA in accordance with
the Network Services  Agreement.  Sprint PCS will exercise such option through a
written notice to Manager.  If Sprint PCS elects the overbuild  option,  Manager
shall elect, by giving written notice to Sprint PCS within 60 days of receipt of
such notice,  whether (a) to overbuild  itself pursuant to the Network  Services
Agreement  or (b) to decline to  overbuild.  If Manager  declines to  overbuild,
Sprint PCS shall have the right to  overbuild,  and the BTA will be removed from
the Service Area no sooner than 12 months after  receipt of notice from Manager.
At the time that the BTA is  removed  from the  Service  Area,  Sprint  PCS will
purchase  Manager's  subscriber  base in the BTA,  by paying  Manager a purchase
price to be  negotiated  by Manager and Sprint PCS at that time.  If the parties
are  unable to agree on such  purchase  price  within  60 days  after the BTA is
removed from the Service Area,  the parties will  determine  the purchase  price
using the  arbitration  process  set  forth in  Section  14.2 of the  Management
Agreement. If Manager elects to overbuild, Manager and Sprint PCS will determine
a mutually  acceptable build out schedule which will in no event be less than 12
months or more than 18 months after delivery of Manager's notice to Sprint PCS.

     14.   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.]



                                       9
<PAGE>



                          SIGNATURE PAGE TO ADDENDUM II

     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
representatives to execute this Addendum as of the date first above written.


                                 SPRINTCOM, INC.


                                 By:_______________________________________
                                       Name:_______________________________
                                       Title:______________________________


                                 SPRINT SPECTRUM L.P.


                                By:_______________________________________
                                       Name:_______________________________
                                       Title:______________________________


                                 HORIZON PERSONAL
                                 COMMUNICATIONS, INC.


                                By:_______________________________________
                                       Name:_______________________________
                                       Title:______________________________


                                 SPRINT COMMUNICATIONS
                                 COMPANY, L.P.


                                By:_______________________________________
                                       Name:_______________________________
                                       Title:______________________________



                                       10
<PAGE>



                                    EXHIBIT A

     SECTION  17.26.  FEDERAL  CONTRACTOR  COMPLIANCE.  (1) The Manager will not
discriminate  against any employee or applicant for employment  because of race,
color,  religion,  sex, or national  origin.  The Manager will take  affirmative
action to ensure that  applicants  are employed,  and that employees are treated
during  employment  without  regard to their  race,  color,  religion,  sex,  or
national origin. Such action shall include, but not be limited to the following:
Employment,   upgrading,  demotion,  or  transfer;  recruitment  or  recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The Manager agrees to post
in conspicuous  places,  available to employees and  applicants for  employment,
notices to be provided  setting forth the  provisions of this  nondiscrimination
clause.

     (2) The Manager will, in all solicitations or advertisements  for employees
placed by or on behalf of the Manager,  state that all qualified applicants will
receive  considerations for employment without regard to race, color,  religion,
sex, or national origin.

     (3) The Manager will send to each labor union or  representative of workers
with  which  he has a  collective  bargaining  agreement  or other  contract  or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's  commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.

     (4) The Manager will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules,  regulations,  and relevant  orders of the
Secretary of Labor.

     (5) The Manager  will  furnish  all  information  and  reports  required by
Executive  Order 11246 of September  24, 1965,  and by rules,  regulations,  and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books,  records,  and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain  compliance with such rules,
regulations, and orders.

     (6) In the event of the Manager's  noncompliance with the nondiscrimination
clauses of this contract or with any of the said rules, regulations,  or orders,
this contract may be canceled,  terminated, or suspended in whole or in part and
the Manager may be declared  ineligible  for  further  Government  contracts  or
federally  assisted   construction   contracts  in  accordance  with  procedures
authorized  in  Executive  Order 11246 of  September  24,  1965,  and such other
sanctions  may be imposed and remedies  invoked as provided in  Executive  Order
1246 of September 24, 1965, or by rule, regulation, or order of the Secretary of
Labor, or as otherwise provided by law.

     (7) The  Manager  will  include  the  portion of the  sentence  immediately
preceding  paragraph (1) and the  provisions  of  paragraphs  (1) through (7) in
every  subcontract or purchase order unless exempted by rules,  regulations,  or
orders of the  Secretary  of Labor  issued  pursuant to section 204 of Executive


                                       11
<PAGE>

Order 11246 of September 24, 1965, so that such  provisions will be binding upon
each  subcontractor or vendor. The Manager will take such action with respect to
any  subcontract or purchase order as the  administering  agency may direct as a
means of enforcing  such  provisions,  including  sanctions  for  noncompliance.
Provided,  however,  that in the  event a  Manager  becomes  involved  in, or is
threatened  with,  litigation with a subcontractor or vendor as a result of such
direction by the administering  agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.

     (8) In  consideration  of contracts  with Sprint PCS, the Manager agrees to
execute the  Certificate  of  Compliance  attached  hereto as  Attachment  I and
further agrees that this  certification  shall be part of each contract  between
Sprint  PCS  and  Manager.  The  Manager  will  include  Attachment  I in  every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.




                                       12
<PAGE>



                                  Attachment I

                         CERTIFICATE OF COMPLIANCE WITH
                               FEDERAL REGULATIONS

In  consideration  of  contracts  with SPRINT  SPECTRUM  L.P.,  the  undersigned
"contractor,"  "vendor"  or  "consultant"  agrees to the  following  and further
agrees that this  Certification  shall be a part of each purchase order,  supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

1.   Equal  Opportunity   Executive  Order  11246  is  herein   incorporated  by
     reference.

2.   Affirmative  Action  Compliance If  undersigned  Contractor  has 50 or more
     employees  and if this  contract is for $50,000 or more,  Contractor  shall
     develop a written  Affirmative  Action  Compliance  Program for each of its
     establishments,  as required by rules and  regulations  of the Secretary of
     Labor (41 C.F.R. 60-1 and 60-2).

3.   Affirmative  Action for Special  Disabled  and Vietnam Era Veterans If this
     contract exceeds  $10,000,  the undersigned  Contractor  certifies that the
     Contractor does not discriminate  against any employee or applicant because
     the person is a Special  Disabled or Vietnam  Veteran and complies with the
     rules,  regulations  and relevant  orders of the  Secretary of Labor issued
     pursuant to the Vietnam  Veterans  Readjustment  Assistance Act of 1972, as
     amended.

     Contractor hereby represents that it has developed and has on file, at each
     establishment, affirmative action programs for Special Disabled and Vietnam
     Era  Veterans  required by the rules and  regulations  of the  Secretary of
     Labor (41 CFA 60-250).

4.   Affirmative Action for Handicapped Workers If this contract exceeds $2,500,
     the  undersigned   Contractor   certifies  that  the  Contractor  does  not
     discriminate  against  any  employee  or  applicant  because of physical or
     mental  handicap  and  complies  with the rules,  regulations  and relevant
     orders of the  Secretary of Labor issued  under the  Rehabilitation  Act of
     1973, as amended.

     Contractor hereby represents that it has developed and has on file, at each
     establishment, affirmative action programs for Handicapped Workers required
     by the rules and regulations of the Secretary of Labor (41 C.F.R. 60-741).

5.   Employer  Information  Report  (EEO-1  Standard  Form  100) If  undersigned
     Contractor  has 50 or more employees and if this contract is for $10,000 or
     more,  Contractor  shall  complete and file  government  Standard Form 100,
     Equal  Employment   Opportunity   Employer  Information  Report  EEO-1,  in
     accordance with instructions contained therein.



                                       13
<PAGE>

6.   Compliance Review The undersigned Contractor certifies that it has not been
     subject  to a  Government  equal  opportunity  compliance  review.  If  the
     Contractor    has    been    reviewed,     that    review    occurred    on
     ________________________ (date).

7.   Utilization  of  Small  Businesses,  Small  Disadvantaged  Businesses,  and
     Women-Owned  Small  Business  It is the  policy  of SPRINT  SPECTRUM  L.P.,
     consistent  with  Federal  Acquisition  Regulations  (FAR  52.219-8 and FAR
     52.219-13), that small business concerns, small business concerns owned and
     controlled  by socially and  economically  disadvantaged  individuals,  and
     women-owned  businesses shall have the maximum  practicable  opportunity to
     participate in performing subcontracts under Government contracts for which
     SPRINT SPECTRUM L.P. is the Government's Prime Contractor.  SPRINT SPECTRUM
     L.P.  awards  contracts to small business to the fullest extent  consistent
     with efficient prime contract performance. The Contractor agrees to use its
     best  efforts to carry out this policy in the award of its  subcontract  to
     the  fullest  extent  consistent  with the  efficient  performance  of this
     contract.

     Contractor  hereby represents that it ____ is ____ is not a small business,
     ____ is ____ is not a small  business  owned and controlled by socially and
     economically  disadvantaged  individuals,  and  ____ is ____ is not a small
     business controlled and operated as a women-owned small business as defined
     by the regulations implementing the Small Business Act.

     If the answer to any of the above is in the  affirmative,  Contractor  will
     complete  SPRINT  SPECTRUM  L.P.  Small/Minority/Women-Owned  Business Self
     Certification  Form. This form is available from Mr. Ron Gier,  Sprint PCS,
     4900 Main Street, Kansas City, Missouri 64112.

8.   Certification of  Nonsegregated  Facilities If this contract is expected to
     exceed $10,000, the undersigned Contractor certifies as follows:

     The Contractor  certifies that the Contractor does not or will not maintain
     or  provide  for its  employees  any  segregated  facilities  at any of its
     establishments,  and that it does not and will not permit its  employees to
     perform  services at any  location,  under its  control,  where  segregated
     facilities  are  maintained.  The  Contractor  agrees that a breach of this
     Certification  is a violation  of the Equal  Opportunity  provision of this
     contract. As used in this Certification,  the term "segregated  facilities"
     means any waiting rooms, work areas, rest rooms and wash rooms, restaurants
     and other  eating  areas,  time clocks,  locker rooms and other  storage or
     dressing   areas,   parking  lots,   drinking   fountains,   recreation  or


                                       14
<PAGE>

     entertainment  areas,  transportation,  and housing facilities provided for
     employees  that  are  segregated  by  explicit  directive  or are  in  fact
     segregated  on the basis of race,  color,  religion,  or  national  origin,
     because of habit,  local custom,  or otherwise.  Contractor  further agrees
     that (except where it has obtained identical  certifications  from proposed
     subcontracts   for  specific  time   periods)  it  will  obtain   identical
     certifications  from  proposed   subcontractors   prior  to  the  award  of
     subcontracts  exceeding  $10,000 that are not exempt from the provisions of
     the Equal Opportunity Clause; and that it will retain such certification in
     its files.

9.   Clean Air and Water The undersigned  Contractor certifies that any facility
     to be used in the  performance  of this contract ____ is ____ is not listed
     on the Environmental Protection Agency List of Violating Facilities.

     The  undersigned  Contractor  agrees to immediately  notify SPRINT SPECTRUM
     L.P.,   immediately  upon  the  receipt  of  any  communication   from  the
     Administrator  or  a  designee  of  the  Environmental   Protection  Agency
     indicating  that any facility that the  Contractor  proposes to use for the
     performance of the contract is under  consideration to be listed on the EPA
     List  of  Violating   Facilities.   SPRINT  SPECTRUM  L.P.   includes  this
     certification  and agreement  pursuant to FAR  52-223-1(c)  which  requires
     including such paragraph (c) in every nonexempt subcontract.


                               Contractor:


                               ____________________________________
                               Company Name

                               ____________________________________
                               Address

                               ____________________________________
                               City        State          Zip


                               By:_________________________________
                                     Name:_________________________
                                     Title:________________________



                                       15
                        CONFIDENTIAL TREATMENT REQUESTED

     Confidential  Portions  of This  Agreement  Which  Have been  Redacted  are
Marketed with Brackets ("[***]"). The Omitted Material has been Filed Separately
with The Securities and Exchange Commission.

                                  ADDENDUM III
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT


Manager:          HORIZON PERSONAL COMMUNICATIONS, INC.

Service Area:     Athens, OH BTA
                  Charleston, WV BTA
                  Chillicothe, OH BTA
                  Huntington,  WV - Ashland, KY BTA
                  Parkersburg,  WV - Marietta, OH BTA
                  Portsmouth,  OH BTA
                  Zanesville  -  Cambridge,  OH BTA
                  Danville,  VA  BTA
                  Lynchburg,  VA  BTA
                  Martinsville,  VA BTA
                  Roanoke, VA BTA
                  Staunton-Waynesboro,  VA BTA
                  Bluefield, VA BTA
                  Beckley,  VA BTA
                  Kingsport,  Johnson  City,  Bristol,  TN BTA
                  Williamson-Pikeville,  WV BTA
                  Logan, WV BTA
                  Cumberland, MD BTA
                  Fairmont,  WV  BTA
                  Morgantown,  WV  BTA
                  Clarksburg,  WV  BTA
                  Cincinnati,  OH BTA (counties of Adams, Brown, Highland, Mason
                  only)
                  Canton-New Philadelphia,  OH BTA (Coshocton County only)
                  Charlottesville,  VA BTA
                  Ashtabula, OH BTA
                  Du Bois-Clearfield, PA BTA
                  Erie, PA BTA
                  Jamestown,  NY BTA
                  Meadville,  PA BTA
                  Oil City-Franklin, PA BTA
                  Olean, NY BTA
                  Pottsville, PA BTA
                  Sharon, PA BTA
                  Scranton-Wilkes  Barre,  PA BTA
                  State College,  PA BTA
                  Stroudsburg, PA BTA
                  Sunbury-Shamokin,  PA BTA
                  Williamsport, PA BTA
                  Allentown,  PA BTA (Carbon  County only)

<PAGE>

                  New York, NY BTA (counties of Pike and Sussex only)
                  Knoxville,  TN BTA (Hamblen County only)

     This Addendum III (this "Addendum"),  dated May 19, 2000,  contains certain
additional  and  supplemental  terms and  provisions of that certain  Sprint PCS
Management Agreement dated and effective as of June 8, 1998, by the same parties
as this Addendum, which Management Agreement was further amended by that certain
Addendum  I dated and  effective  as of June 8, 1998  ("Addendum  I"),  and that
certain  Addendum II dated as of August 12, 1999 ("Addendum II") (the Management
Agreement,  as amended by  Addendum I and  Addendum  II,  being the  "Management
Agreement").  The terms and provisions of this Addendum  control,  supersede and
amend  any  conflicting  terms  and  provisions   contained  in  the  Management
Agreement.   Except  for  express  modifications  made  in  this  Addendum,  the
Management Agreement continues in full force and effect.

     Capitalized  terms used and not otherwise defined in this Addendum have the
meanings  ascribed  to them in the  Management  Agreement.  Section  and Exhibit
references  are to Sections  and  Exhibits of the  Management  Agreement  unless
otherwise noted.

     The Management Agreement is modified as follows:

     1. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes
and replaces in its entirety  Exhibit 1.7 attached to the Management  Agreement,
as amended.

     2. Revised Build-out Plan. Exhibit 2.1 attached to this Addendum supersedes
and replaces in its entirety  Exhibit 2.1 attached to the Management  Agreement,
as amended.

     3.  Expanded  Service  Area.  The  Service  Area is expanded to include the
following BTAs (collectively,  the "Expansion Area"). The Build-out  obligations
respecting the Expansion Area are set forth below and in Exhibit 2.1.

         Ashtabula, OH BTA
         Du Bois-Clearfield, PA BTA
         Erie, PA BTA
         Jamestown, NY BTA
         Meadville, PA BTA
         Oil City-Franklin, PA BTA
         Olean, NY BTA
         Pottsville, PA BTA
         Sharon,  PA BTA
         Scranton-Wilkes  Barre,  PA BTA
         State College,  PA BTA
         Stroudsburg,  PA  BTA
         Sunbury-Shamokin,  PA BTA
         Williamsport,  PA BTA
         Allentown, PA BTA (Carbon County only)
         New York, NY BTA (counties of Pike and Sussex only)
         Knoxville,  TN BTA (Hamblen County only)



                                       2
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

     4. Type II Build-out.  Manager will build-out and launch the Expansion Area
as a "Type II" (i.e., where Manager designates Option #2 on Exhibit 2.1.2 to the
Services Agreement) and as required under Exhibit 2.1. If Manager builds out the
Service Area Network in the following BTAs in accordance  with Section  2(a)(iv)
of  Addendum  II,  Manager  will build out and launch  such BTAs as a "Type II":
Williamson-Pikeville,  WV, Logan, WV and Cumberland, MD. The Kingsport,  Johnson
City,  Bristol,  TN BTA will be  launched as a Type II.  Manager  agrees to give
written  notice of launch to Sprint  PCS at least 60 days prior to launch in the
markets covered by this Section. If Sprint PCS is unable to support Manager as a
Type II as of the launch date for a particular  market,  Manager  shall have the
right to launch that particular market initially as a Type III market.

     5. Type II  Conversions.  Manager  will convert the Service Area Network in
the following BTAs from "Type III" (i.e.,  where Manager designates Option #3 on
Exhibit  2.1.2 to the  Services  Agreement)  to Type II no later  than March 31,
2001;  provided,  that Sprint PCS  establishes a "Type II Transition  Team" that
will use good faith efforts to assist Horizon with its transition:  Athens,  OH,
Chillicothe,  OH, Parkersburg,  WV - Marietta, OH, Portsmouth,  OH, Zanesville -
Cambridge,  OH and any other markets Manager  initially  launches as a Type III.
[***]

     6. Alliances Service Area Conversions.  Manager will cause the Alliances to
convert the BTAs in the Alliances Service Area from Type III to Type II no later
than March 31, 2001. If such conversion and  integration  with Sprint PCS is not
accomplished  in a manner  acceptable  to Sprint PCS by such date,  Manager will
overbuild all of the Alliances  Service Area as a Type II no later than December
31, 2003.  Sprint PCS will use its good faith efforts to support Manager and the
Alliances  in this  conversion. [***]

     7. Overlay in Converting Markets.  Both parties will use good faith efforts
to  establish,  no later  than  September  30,  2000,  a process  whereby  newly
activating customers in the Service Area can be added as though the Manager is a
Type II.

     8. Bright PCS.  Manager will use its best efforts to cause Bright  Personal
Communications  Services,  LLC ("Bright PCS") to launch its Service Area Network
as a Type II in the time  frames  set forth in  Exhibit  2.1 of the  Bright  PCS
Management  Agreement with Sprint PCS.  Manager agrees to give written notice of
launch to Sprint  PCS at least 60 days  prior to  launch in the  markets  in the
Bright PCS Service Area. If Sprint PCS is unable to support Bright PCS as a Type
II as of the launch date for a particular  market,  Manager shall have the right
to launch that particular  market  initially as a Type III market.  Manager will
use its best  efforts to cause  Bright PCS to convert any markets  launched as a
Type III to Type II by March 31, 2001.

     Upon the  closing  of the  acquisition  of Bright  PCS by  Manager  and its
affiliates,  Sprint PCS is authorized to settle all outstanding  amounts between
Sprint  PCS,  Manager  and Bright PCS by either  paying any net  amounts  to, or
changing  any net amounts  against,  Manager.  Sprint PCS will only  provide one
settlement to Manager,  and Manager's management team will be required to settle
between  Manager  and  Bright PCS using the detail  provided  in the  settlement
files; provided, however, that the financial data provided by Sprint PCS will be
separately stated for Manager and Bright PCS.



                                       3
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED

     9.  Change to Service  Fee  Structure.  Sprint PCS agrees to  decrease  the
aggregate fees charged to Manager under the Sprint PCS Services  Agreement dated
as of June 8, 1998 (the "Services Agreement") for the aggregate costs associated
with the following services:

                  (i)      customer care;
                  (ii)     activations;
                  (iii)    billing;
                  (iv)     NOCC;
                  (v)      voicemail; and
                  (vi)     HLR.

     Fees will be charged to Manager  for actual  services  purchased  under the
Services Agreement in the amounts set forth on the Amended Schedule 2.1.1 to the
Services  Agreement  (which amended  schedule is attached  hereto as Exhibit A),
less a price  decrease  from 1999 service  prices for the services  listed above
(substantially  in the form and manner that such services are provided as of the
date of this Addendum III) as follows:

          (a) [***]  aggregate  reduction  for  services  provided in the period
between January 1, 2000, and December 31, 2000;

          (b) [***]  aggregate  reduction  for  services  provided in the period
between January 1, 2001, and December 31, 2001; and

          (c) [***]  aggregate  reduction  for  services  provided in the period
between January 1, 2002, and December 31, 2002;

provided,  however,  that at no time  during  the  period  from  January 1, 2000
through  December  31,  2002,  will the price on the  services  described  above
offered  to  Manager  be less  favorable  than the  price  offered  to any Other
Manager. Effective January 1, 2003 and thereafter for the term of this Agreement
and  any  extensions  thereof,  Manager  will  be  charged  pursuant  to the fee
structure implemented by Sprint PCS for Other Managers.

     10.  Sale of Certain  Manager  Assets to Sprint  PCS.  In  connection  with
Manager's  conversion  from Type III to Type II, Manager  anticipates it will no
longer need  certain  assets  related to the Service  Area  Network.  Sprint PCS
agrees to purchase from Manager  [***] at a purchase  price agreed to by Manager
and Sprint PCS. The parties agree that the maximum  purchase price to be paid by
Sprint PCS for these assets is [***].

     11.  Customer  Support  Services  and  Personnel.  Sprint PCS will  provide
Manager read/write access to Sprint PCS' core application  systems (e.g., Sprint
PCS' billing system) to enable Manager to provide  customer support services for
the  customers  with  NPA-NXXs in Manager's  Service  Area.  Sprint PCS will use
commercially  reasonable efforts to provide Manager such access at the same time
Sprint  PCS  provides  access  to Other  Managers  who  currently  have  Type II
networks.  Manager will pay its pro rata portion of the costs for the  roll-out,
support,  operation and maintenance of the core application systems based on the
cost to roll  out,  support,  operate  and  maintain  such  applications  to all
managers that need the applications.


                                       4
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


     12. Stock Warrants.  As consideration for having its Service Area expanded,
Manager  agrees  that,  at the  earliest  to occur of (i) the date on which  the
Manager,  or if the Manager is not the issuer, the Manager's parent company that
is the issuing  public entity  (either the Manager or such issuing  entity being
referred to as the "Issuer"), closes its initial public offering ("IPO") or (ii)
July 31, 2003,  the Issuer will grant to Sprint PCS or its  affiliated  designee
the right to acquire (i) in the case of an IPO 2,510,460  shares of the Issuer's
Class A Common Stock (which number of shares shall not be less than 3.0% or more
than 4.2% of the Issuer's total outstanding equity immediately after the closing
of the IPO) or (ii) if there has not been an IPO on or before July 31, 2003, the
number of shares of common stock that represent 3.0% of the "Private  Valuation"
of the Issuer (as  determined  by the  appraisal  process set forth on Exhibit B
attached  hereto),  in either case  pursuant to a warrant  agreement in the form
attached  hereto as Exhibit C and a  registration  rights  agreement in the form
attached hereto as Exhibit D.

     13.  Interservice  Area Fees. (a) Until such time as Sprint PCS and Manager
mutually agree to the contrary, Sprint PCS will pay Manager [***] per minute for
the time Sprint PCS customers with an NPA-NXX within the BTAs of Pittsburgh, PA,
Cleveland,  OH, Youngstown,  OH and Buffalo,  NY (the "Sprint PCS Western BTAs")
use the Service Area Network in the BTAs of Ashtabula,  OH, Erie, PA, Jamestown,
PA , Meadville,  PA and Sharon,  PA [***],  and Manager will pay Sprint PCS $.10
per minute for the time the customers with an NPA-NXX within the Manager Western
BTAs use the Sprint PCS Network in the Sprint PCS Western BTAs.

          (b) Until such time as Sprint PCS and  Manager  mutually  agree to the
contrary,  Sprint PCS will pay Manager  [***] per minute for the time Sprint PCS
customers with an NPA-NXX within the BTAs of Philadelphia,  PA,  Lancaster,  PA,
Reading,PA,  New York,  NY and  Allentown-Bethlehem-Easton,  PA (the "Sprint PCS
Eastern  BTAs") use the Service  Area  Network in the BTAs of  Stroudsburg,  PA,
Allentown,  PA (Carbon  County only) and New York,  NY (Sussex and Pike Counties
only) (the "Manager  Eastern  BTAs"),  and Manager will pay Sprint PCS [***] per
minute for the time the  customers  with an NPA-NXX  within the Manager  Eastern
BTAs use the Sprint PCS Network in the Sprint PCS Eastern BTAs.

     14. Purchase of Assets.  The parties agree that Sprint PCS will continue to
develop and build cell sites in the Expansion Area to the  agreed-upon  stage of
development   set  forth  on   Exhibit  A  to  the  Asset   Purchase   Agreement
(collectively, the "Cell Sites").

     Manager  agrees to purchase  from Sprint PCS and Sprint PCS agrees to sell,
under the terms of the Asset Purchase Agreement attached as Exhibit E the assets
listed on Exhibit A to such  agreement.  The parties  agree that Sprint PCS will
retain the  BU03XC072  cell site in the Olean,  NY-Bradford,  PA BTA.  The final
closing  (the "Final  Closing")  will occur on  September  30,  2000;  provided,
however,  that,  upon ten (10) days business days written  notice,  Manager will
have the right, from time to time,  assuming the required landlord consents have
been  obtained,  to purchase  clusters of assets prior to September 30, 2000, by
paying  the full  purchase  price for such  assets to  Sprint  PCS (an  "Interim
Closing").  At the Final Closing and at each Interim Closing, if any, Sprint PCS
will  deliver  a Bill of Sale  and  Assignment,  and  Manager  will  assume  the
build-out of the transferred Cell Sites. The parties acknowledge that Sprint PCS
may, in its sole discretion,  retain towers owned by it, and Manager will locate
its equipment on such tower sites. If Manager chooses to deinstall any currently


                                       5
<PAGE>


installed  Lucent  base  stations  and  replace  them with other base  stations,
Manager is responsible for all costs associated with such transition, including,
without limitation,  any deinstallation costs, costs for cells on wheels and, if
Sprint PCS chooses to purchase any of such deinstalled  base stations,  the cost
for shipping  such base stations to locations  designated by Sprint PCS.  Sprint
PCS, upon request by Manager, will assist Manager in selling such base stations.

     If Manager breaches its obligation to pay the purchase price for the assets
on the date  required  by the  Asset  Purchase  Agreement  and fails to cure the
breach within five business days after receipt of written  notice of breach from
Sprint  PCS,  Sprint  PCS will  have the  option to  exclude  all or part of the
Expansion Area from the Service Area. Manager shall be responsible for obtaining
any  required  consents  and  releases of the various  landlords  for any leases
acquired or assumed by Manager in  connection  with the  purchase of the Assets.
Sprint PCS will assist Manager in obtaining such consents and releases.

     15. Correction to Addendum II. The parties agree that the Kingsport/Johnson
City/Bristol,  TN BTA was  intended,  and hereby is, added to the  definition of
"Service  Area" as set forth in Section 3 to  Addendum  II, as of the  effective
date of Addendum II.

     16.  Microwave  Relocation.  With  respect to BTAs in the  Expansion  Area,
Manager agrees that, upon receipt of an invoice by Sprint PCS,  Manager will pay
one-half  of any  expenses  incurred  by Sprint  PCS for the  relocation  of any
microwave paths in such BTAs.

     17. Term. Section 24 of Addendum I is hereby deleted and deemed to be of no
effect.

     18. Reaffirmation of Sprint Agreements.  Each of the undersigned  reaffirms
in their  entirety,  together  with  their  respective  rights  and  obligations
thereunder,  the Management Agreement,  the Services Agreement and the Trademark
License Agreements.

     19.   Counterparts.   This   Addendum  may  be  executed  in  two  or  more
counterparts,  each of which will  constitute  an original but all of which when
taken together will constitute but one agreement.





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

                                       6
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Addendum to be
executed by their respective  authorized  officers as of the date and year first
above written.

                          SPRINT SPECTRUM L.P.

                          By: _______________________________________________
                              Bernard A. Bianchino
                              Senior Vice President and
                              Chief Business Development Officer - Sprint PCS

                          WIRELESSCO, L.P.

                          By: _______________________________________________
                              Bernard A. Bianchino
                              Senior Vice President and
                              Chief Business Development Officer - Sprint PCS

                          SPRINTCOM, INC.

                          By: _______________________________________________
                              Bernard A. Bianchino
                              Senior Vice President and
                              Chief Business Development Officer - Sprint PCS

                          PHILLIECO, L.P.

                                       By:    PhillieCo Sub, L.P.,
                                              its General Partner
                                       By:    PhillieCo Partners I, L.P.
                                              its General Partner
                                       By:    Sprint Enterprises, L.P.
                                              its General Partner
                                       By:    US Telccom, Inc.
                                              its General Partner

                          By: _______________________________________________
                              Don A. Jensen,
                              Vice President and Secretary

                          SPRINT COMMUNICATIONS COMPANY, L.P.


                          By: _______________________________________________
                              Don A. Jensen
                              Vice President - Law



                                       7
<PAGE>



                          HORIZON PERSONAL COMMUNICATIONS, INC.


                          By: _______________________________________________
                              Name:
                              Title:


                                       8
<PAGE>

                                          [***] CONFIDENTIAL TREATMENT REQUESTED

                                   EXHIBIT 1.7

                     Build-out and Working Capital Financing


Horizon Personal  Communications,  Inc. (Horizon) plans to finance the build-out
of the Service Area Network and to provide the necessary  working through equity
contributed from its parent,  Horizon Telcom,  Inc.,  senior debt financing from
the Rural Telephone Finance Cooperative (RTFC), an initial public offering (IPO)
of  stock,  and  bridge  financing  from  Motorola  -  Horizon's  infrastructure
provider. In addition,  SBA Inc. (tower vendor) will finance the construction of
build-to-suit  towers.  SBA will pay Horizon a build-to-suit  incentive of [***]
depending  on the site  location.  Horizon  will lease tower space as the anchor
tenant from SBA.

Horizon  estimates  the  proposed  capital  expenditures  to  fund  its  network
build-out will be $198 million  through 2002 at which point Horizon  expects the
network  to  be   substantially   complete.   Horizon  expects  working  capital
requirements  to be $77 million  through 2002.  After 2002,  Horizon  expects to
generate positive cash flows.

Senior Debt Financing

Horizon has the following senior debt facilities with RTFC:

----------------- ----------------- --------------------------------------------
Description       Amount            Status
----------------- ----------------- --------------------------------------------
OH 803-A-01       $  24 Million     Completed August 29, 1997
----------------- ----------------- --------------------------------------------
OH 803-9901       $   5 Million     Completed March 29, 2000
----------------- ----------------- --------------------------------------------
OH 803-5102       $   5 Million     Expect document execution by April 28, 2000
----------------- ----------------- --------------------------------------------
OH 803-9002       $  41 Million     Expect document execution by May 8, 2000
----------------- ----------------- --------------------------------------------
Pending           $130 Million      Terms sheet expected by May 4, 2000
----------------- ----------------- --------------------------------------------

Bridge Facility

Horizon  has a term sheet with  Motorola  to  provide a Bridge  Credit  Facility
totaling $58 million.  The facility will consist of two tranches  (Tranche A and
Tranche B).  Tranche A totals $18.5  million and will be  available  immediately
upon  completion  of final  documents.  Tranche B totals $39.5 million and would
become  available upon the exhaustion of Tranche A and meeting certain  business
plan milestones and additional equity being raised by Horizon.

The proceeds of Tranche A and B can be used to purchase  equipment  from Sprint,
purchase Motorola equipment,  other capital  expenditures,  and working capital.
The bridge facility will be retired when Horizon  successfully  raises equity in
an initial public offering and all RTFC debt is in place.
<PAGE>

Equity

Horizon  Telcom has  invested  $20 million in Horizon  Personal  Communications.
Horizon  Personal  Communications  is planning to file a registration  statement
with the SEC on May 10th, 2000, and is targeting an IPO in July 2000.
With the IPO, Horizon expects to raise a minimum of $100 million.


<PAGE>

                                                            Horizon Addendum III
                                                                     Exhibit 2.1


                                   Exhibit 2.1
                                 Build-out Plan

----------------------------------------- -------------------------
                Service Area                    Build-out Plan
<TABLE>
<CAPTION>
<S>   <C>              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
BTA#  BTA Name         Approx #  Total     Covered   % Covered Comple-   Total     Covered   % Sprint  Sprint    BTA Li-   License
      (or County       Cells     2000      2000 Pops 1999 Pops tion Date Sprint    Sprint    LTD Lines LTD       cense     Block
      Name)                      BTA POPS                                LTD       LTD       Covered   Priority  Holder
                                                                         Access    Lines               Level
                                                                         Lines
----- ---------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
HORI- BUILT BTA'S
ZON
23    Athens, oh            8      131,262    58,711       45%    May-98         0         0        0%        No Sprint            D
                                                                                                              Com, Inc.
80    Chillicothe, OH      13      102,128    83,905       82%    Sep-97         0         0        0%        No Sprint            D
                                                                                                                 Com, Inc.
342   Parkersburg, WV      11      183,473   111,144       61%    Nov-98         0         0        0%        No Sprint            D
                                                                                                                 Com, Inc.
359   Portsmouth, OH        3       92,379    46,789       51%    Nov-98         0         0        0%        No Sprint            D
                                                                                                                 Com, Inc.
487   Zanesville-,         18      186,071   105,451       57%    Mar-98         0         0        0%        No Sprint            D
      Cambridge, OH                                                                                              Com, Inc.
229   Kingsport/           50      690,563   326,157       47%    Oct-00   276,474   179,373       65%       Yes Sprint            D
      Johnson City, TN                                                                                           Com, Inc.
81    Cincinnati, OH               127,426                                       0         0        0%        No Sprint            D
      (Adams, Brown,                                                                                             Com, Inc.
      Highland, Mason
      Co.)
65    Canton-New                    36,215                                       0         0        0%        No Sprint            D
      Philadelphia, OH                                                                                           Com, Inc.
      (Coshocton Co.)
197   Huntington,                                                                                                Sprint        D & E
      WV-Ashland KY                                                                                              Com, Inc.
      (Greenup &
      Gallis Co.)
474   Williamson, WV        6      186,257    32,421       17%    Feb-02         0         0        0%        No Sprint            D
                                                                                                                 Com, Inc.
259   Logan WV              6       41,167    12,309       30%    Feb-02         0         0        0%        No Sprint            D
                                                                                                                 Com, Inc.
100   Cumberland, MD        6      158,077    52,767       33%    Feb-02         0         0        0%        No American          A
                                                                                                                 PCS, L.P.
215   Jamestown,           51      178,737   123,201       69%                                                   WIRELESS-         A
      Warren, Dunkirk,                                                                                           CO, L.P.
      P
        Phase I                                                   Jun-00
        Phase III                                                 Oct-01
131   Erie, PA             47      278,611   250,293       90%                                                   Sprint            D
        Phase I                                                   Jun-00                                         Com, Inc.
        Phase III                                                 Oct-01
21    Ashtabula, OH        22      100,166    79,750       80%               6,268     6,268      100%        No Sprint            D
        Phase I                                                   Jun-00                                         Com, Inc.
267   Meadville, PA        15       89,569    41,852       47%                                                   Sprint            D
        Phase I                                                   Jun-00                                         Com, Inc.
328   Oil City,            26      103,580    41,582       40%               2,388     2,388      100%        No WIRELESS-         A
      Franklin, PA                                                                                               CO, L.P.
        Phase I                                                   Jun-00
        Phase III                                                 Oct-01
330   Olean, Bradford,     57      242,822    81,259       33%                                                   WIRELESS-         A
      PA                                                                                                         CO, L.P.
        Phase I                                                   Jun-00
        Phase III                                                 Oct-01
117   Du Bois,             30      128,642    76,026       59%                                                   WIRELESS-         A
      Clearfield, PA                                                                                             CO, L.P.
        Phase III                                                 Oct-01
429   State College,       34      130,517   103,624       79%               2,128     1,064       50%        No PHILLIE-          B
      PA                                                                                                         CO, L.P.
        Phase III                                                 Oct-01
475   Williamsport, PA     43      159,910   115,000       72%               3,571     3,571      100%        No PHILLIE-          B
        Phase III                                                 Oct-01                                         CO, L.P.
437   Sunbury,             34      183,746   120,829       66%                                                   PHILLIE-          B
      Shamokin, PA                                                                                               CO, L.P.
        Phase III                                                 Oct-01
416   Sharon, PA           27      121,556    95,679       79%               2,569     2,235       87%        No Sprint            D
        Phase I                                                   Jun-00                                         Com, Inc.
        Phase III                                                 Oct-01
412   Scranton, Wilkes    159      669,825   492,673       74%                                                   WIRELESS-         B
      Barre, PA                                                                                                  CO, L.P.
        Phase I                                                   Dec-00
        Phase III                                                 Oct-01
360   Pottsville, PA       36      149,443    90,422       61%                                                   PHILLIE-          B
        Phase I                                                   Dec-00                                         CO, L.P.

<PAGE>

        Phase III                                                 Oct-01
435   Stroudeburg, PA      21      131,529    45,978       35%                                                   WIRELESS-         B
        Phase III                                                 Dec-00                                         CO, L.P.
10    Allentown Carbon     18       59,139    31,113       53%                                                   WIRELESS-         B
      County                                                                                                     CO, L.P.
        Phase I                                                   Dec-00
        Phase III                                                 Oct-01
321   New York, NY         58                                                                                    WIRELES-          B
      Sussex County                128,286    88,109       69%              46,518    32,057       69%       Yes CO, L.P.
      Pike County                   42,790    12,908       30%
        Phase I                                                   Dec-00
        Phase III                                                 Oct-01
232   Knoxville, TN                                                                                              Sprint            D
      Hamblen Co.                   53,510    17,762       33%                                                   Com, Inc.
      Jefferson Co.                  4,512     1,798       40%
      (Partial)
        Phase III                                                 Dec-00
Total Horizon Built
BTA's                     799    4,891,907 2,739,512       56%             339,916   226,956       67%
Northern PA Markets       678    2,898,868 1,890,298       65%

104   Denville, VA         15      163,533    86,701       53%    Oct-99    24,156     2,633       11%        No Virginia          B
                                                                                                                 PCS Alli-
                                                                                                                 ance, L.P.
266   Lynchburg, VA        25      157,324   128,990       82%    Oct-99     6,808         0        0%        No Virginia          B
                                                                                                                 PCS Alli-
                                                                                                                 ance, L.P.
264   Martinsville, VA     10       88,038    56,241       64%    Oct-99    44,538    27,467       62%        No Virginia          B
                                                                                                                 PCS Alli-
                                                                                                                 ance, L.P.
376   Roanoke, VA          55      626,125   373,899       60%    Oct-99    68,767    13,808       20%        No Virginia          B
                                                                                                                 PCS Alli-
                                                                                                                 ance, L.P.
430   Staunton-            12      105,731    87,604       83%    Oct-99         0         0        0%        No Virginia          B
      Waynesboro, VA                                                                                             PCS Alli-
                                                                                                                 ance, L.P.
75    Charlottesville,     50      210,940   131,631       62%    Oct-99    88,081    69,563       79%       Yes Virginia          B
      VA                                                                                                         PCS Alli-
                                                                                                                 ance, L.P.
73    Charleston, WV       45      490,210   224,470       46%    Nov-98    18,518         0        0%        No West Vir-         B
                                                                                                               ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.
48    Bluefield, WV        10      174,919    49,868       29%    Feb-02     1,821         0        0%        No West Vir-         B
                                                                                                                 ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.

<PAGE>

35    Beckley, WV          10      165,927    59,721       36%    Oct-00         0         0        0%        No  West Vir-        B
                                                                                                                 ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.
137   Fairmont, WV          6       57,477    45,973       80%    Oct-99         0         0        0%        No West Vir-         B
                                                                                                                 ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.
306   Morgantown, WV       15      106,766    68,201       64%    Oct-99         0         0        0%        No West Vir-         B
                                                                                                                 ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.
82    Clarksburg, WV       10      194,784    65,409       34%    Oct-99         0         0        0%        No West Vir-         B
                                                                                                                 ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.
197   Huntington,          21      375,537   243,967       65%    Nov-98         0         0        0%        No West Vir-         B
      WV-Ashland, KY                                                                                             ginia PCS
                                                                                                                 Alliance,
                                                                                                                 L.P.

Total CFW Built BTA's     284    2,917,311 1,622,675       56%             252,689   113,471       45%

Grand Total              1083    7,809,218 4,362,187       56%             592,605   340,427       57%
</TABLE>


<PAGE>


Phase I consists of:                BTA #021Ashtabula OH
                                    BTA #131Erie PA
                                    BTA #215Jamestown NY
                                    BTA #287Meadville PA
                                    BTA #330Olean NY
                                    BTA #416Sharon PA


     The I-90  corridor  includes  Sprint  PCS  Phase 3  coverage  in BTA #021 -
Ashtabula OH, BTA #131 - Erie PA, and BTA #215 - Jamestown NY. The coverage area
for  Horizon's  I-90  corridor  will extend from Sprint PCS's  coverage near the
western boundary of the Ashtabula BTA on Interstate 90 northeast to Sprint PCS's
coverage  near the  northeastern  boundary of the  Jamestown  BTA  including the
cities of Ashtabula, OH and Erie, PA. Coverage will also extend along Ohio Route
11 from I-90 south to meet Sprint PCS's  coverage near the southern  boundary of
the Ashtabula BTA. Horizon will assume construction of this corridor immediately
upon the  signing  of  Addendum  III to the  Management  Agreement  and an Asset
Purchase  Agreement  and will  proceed at the fastest  pace  practical.  Horizon
intends  to  provide  roaming  service  as soon as a  reasonable  number of base
stations are on the air and Horizon intends for this market to be  substantially
operational  the later of June 30 or ten (10)  business days after the assets in
the Phase I BTAs are  transferred  to  Horizon  pursuant  to the Asset  Purchase
Agreement,  provided  that Sprint PCS can launch  these  markets  under a Type I
affiliation arrangement.

     The I-79  corridor  includes  Sprint  PCS  Phase 3  coverage  in BTA #287 -
Meadville  PA and BTA #416 - Sharon PA. The  coverage  area for  Horizon's  I-79
corridor  will extend along  Interstate 79 from Erie to meet Sprint PCS coverage
near the southern  boundary of the Sharon BTA  including  the city of Meadville,
PA.  Coverage will also extend along  Interstate  80 from Sprint PCS's  coverage
near the  western  boundary  of the  Sharon  BTA  east to the  I-79  interchange
including  the city of Sharon,  PA.  Horizon  will assume  construction  of this
corridor  immediately  upon  the  signing  of  Addendum  III to  the  Management
Agreement and an Asset  Purchase  Agreement and will proceed at the fastest pace
practical.  Horizon  intends to provide  roaming service as soon as a reasonable
number of base stations are on the air and Horizon intends for this market to be
substantially  operational  the later of June 30 or ten (10) business days after
the assets in the Phase I BTAs are transferred to Horizon  pursuant to the Asset
Purchase  Agreement,  provided  that Sprint PCS can launch these markets under a
Type I affiliation arrangement.

     The US 219  corridor  includes  Sprint PCS Phase 3  coverage  in BTA #330 -
Olean NY. The coverage  area for  Horizon's US 219 corridor will extend along US
219 from Sprint PCS's current  coverage near the northern  boundary of the Olean
BTA south to the village of Ellicotteville, NY. Horizon will assume construction
of this corridor  immediately upon the signing of Addendum III to the Management
Agreement and an Asset  Purchase  Agreement and will proceed at the fastest pace
practical.  Horizon  intends to provide  roaming service as soon as a reasonable
number of base stations are on the air and Horizon intends for this market to be
substantially  operational  the later of June 30 or ten (10) business days after
the assets in the Phase I BTAs are transferred to Horizon  pursuant to the Asset
Purchase  Agreement,  provided  that Sprint PCS can launch these markets under a
Type I affiliation arrangement.


<PAGE>


Phase 2 consists of:                BTA #360Pottsville PA
                                    BTA #412Scranton PA
                                    BTA #435Stroudsburg PA
                                    BTA#010 Allentown PA
                                    BTA #321New York NY
                                    BTA #232Knoxville TN

The  Northeastern  Pennsylvania  Cluster includes Sprint PCS Phase 3 coverage in
BTA #412 - Scranton PA, BTA #360 - Pottsville PA, BTA #435 - Stroudsburg PA, BTA
#010 - Allentown PA (Carbon  County),  and BTA #321 - New York NY (Pike & Sussex
County). The coverage area for Horizon's Northeastern  Pennsylvania Cluster will
extend along  Interstate  81 from the southern  boundary of the  Pottsville  BTA
northeast  to the  northern  boundary of Scranton  BTA  including  the cities of
Pottsville,  Scranton, Wilkes Barre, Hazelton and Carbondale. Coverage will also
extend  along  Interstate  80  from  the  I-81   interchange   eastward  to  the
southeastern  boundary of the Stroudsburg BTA including the city of Stroudsburg,
along Interstate 84 from the I-81  interchange  eastward to the eastern boundary
of Pike County including  portions of Sussex County, and along the entire length
of Interstate 380. Additional coverage will be provided along Pennsylvania Route
9 (Turnpike  NE Extender)  between  I-81 and I-80 and in the eastern  portion of
Carbon County.  Horizon will assume  construction  of this corridor  immediately
upon the  signing  of  Addendum  III to the  Management  Agreement  and an Asset
Purchase  Agreement  and will  proceed at the fastest  pace  practical.  Horizon
intends  to  provide  roaming  service  as soon as a  reasonable  number of base
stations are on the air and Horizon intends for this market to be  substantially
operational no later than December 31, 2000.

The 1-40  Corridor  includes  BTA #232 - Knoxville  TN. The I-40  corridor  will
extend from Sprint PCS's coverage near the western  boundary of Jefferson county
in the Knoxville BTA east on  Interstates  40 and 81 to Horizon's  coverage near
the eastern  boundary of Knoxville BTA and will include the city of  Morristown,
TN.  Coverage  also  includes  I-40 South to the North Cocke County Line to Meet
Airgate  Coverage.  Construction of this cluster will commence  immediately upon
the signing of Addendum III to the Management  Agreement and will proceed at the
fastest pace practical.  Horizon intends for this market to be fully operational
no later than  December 31, 2000.  To the extent  possible,  Horizon  intends to
launch this cluster in concert with the launch of its Tri-Cities market.


<PAGE>


Phase 3 consists of:      BTA #117 Du Bois-Clearfield PA
                          BTA #215 Jamestown NY
                          BTA #328 Oil City-Franklin PA
                          BTA #330 Olean NY
                          BTA #360 Pottsville PA
                          BTA #416 Sharon PA
                          BTA #429 State College PA
                          BTA #437 Sunbury-Shamokin PA
                          BTA #475 Williamsport PA
                          BTA #412 Scranton, Wilkes-Barre, PA
                          BTA #360 Pottsville, PA
                          BTA #10  Allentown, PA
                          BTA #321 New York, NY


The I-80  corridor  includes  BTA #117 - Du  Bois-Clearfield  PA, BTA #328 - Oil
City-Franklin  PA, BTA #416 - Sharon PA, BTA #429 - State College PA, BTA #437 -
Sunbury-Shamokin  PA,  and BTA #475 -  Williamsport  PA. The  coverage  area for
Horizon's I-80 corridor will extend from the I-79  interchange in the Sharon BTA
along Interstate 80 east to I-81 interchange in the Pottsville BTA including the
cities of Du Bois, Clearfield,  State College,  Williamsport,  Shamokin, Sunbury
and nearby smaller  communities and the primary highways  (including I-180) that
connect them to I-80. This corridor is scheduled to be substantially operational
by October 31, 2001.

The I-86 corridor  includes BTA #215 - Jamestown NY and BTA #330 - Olean NY. The
coverage  area for  Horizon's  I-86 corridor will extend along I-86 (State Route
17) from  Interstate 90 east to eastern  boundary of the Olean BTA including the
cities of Jamestown,  Salamanca and Olean. Coverage will also extend along US 62
from Jamestown south to Warren,  PA; along US 6 from I-79 east to Warren, PA and
along US 219 from Ellicotteville south to Bradford, PA. This market is scheduled
to be substantially operational by October 31, 2001.

The  coverage  area for  Horizon's  Northeastern  Pennsylvania  Cluster and I-79
corridor will be enhanced to extend coverage to neighboring  smaller communities
and  connecting  highways as depicted  in the Exhibit 2.1 Map.  Enhancements  to
these markets will be substantially operational no later than October 31, 2001.


<PAGE>


                                    [GRAPHIC]


<PAGE>


                                    [GRAPHIC]


<PAGE>


                                    [GRAPHIC]


<PAGE>

                                          [***] CONFIDENTIAL TREATMENT REQUESTED

Horizon Addendum III
Exhibit A

                         2000 Affiliate Services Pricing
                                  Exhibit 2.1.1
                      Available Services and Fees Schedule

                                                    Revision Date: June 30, 1999

<TABLE>
<CAPTION>
<S>                         <C>             <C>           <C>            <C>                                          <C>

                                                                                                                        Effective
                                              '98/'99        2000                                                       Settlement
Available Services            Affiliate        Price         Price                                  Driver                Date*
--------------------------- --------------- ------------- ------------   -------------------------------------------- --------------

Activation                  Type 1 & 2        $    [***]   $      [***]  Per gross activation                           08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Billing                     Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Customer Care               Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Directory Assistance        Type 1 & 2        $    [***]   $      [***]  Per call completion                            08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
E-Commerce                  Type 1 & 2        $      -     $      [***]  Per E-Commerce gross activation                01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Enhanced Voicemail          Type 1 & 2        $    [***]   $      [***]  Per enhanced voicemail subscriber per month    01-Oct-99
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Handset Logistics           All               $    [***]   $      [***]  Per handset shipped                            08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Hal Riney Advertising       All               $    [***]   $      [***]  Per covered pop per month                      01-Aug-99
(Variable
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Hal Riney Advertising       All               $    [***]   $      [***]  Per affiliate per month                        01-Aug-99
(Fixed)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Inter Service Area Fees     All               $    [***]   $      [***]  Per MOU (Rate may vary based on the            08-Jun-98
(Travel)                                                                 Management Agreement)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Interconnect Fees           All - Note 1      $    [***]   $      [***]  Per MOU (if Sprint PCS provides switching)     08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Intra-Service Area Travel   All               $    [***]   $      [***]  Per non-local calling area Long  Distance      08-Jun-98
Long Distance                                                            MOU
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
National Platform ($1.00)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     HLR                    Type 1 & 2        $    [***]   $      [***]  Per subscriber per month (subject to meeting   08-Jun-98
                                                                         technical standards)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     Voicemail              Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     NOCC (OSSN)            All               $    [***]   $      [***]  Per subscriber per month (subject to meeting   08-Jun-98
                                                                         technical standards)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     Polling Data Unit(PDU) Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       01-Aug-99
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     OTAF                   Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     OAM&P                  Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
     Operator Services**    Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Prepaid Services            Type 1 & 2        $    [***]   $      [***]  Per prepaid subscriber per month               08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Loyalty Welcome             Type 1 & 2        $    [***]   $      [***]  Per gross activation                           01-Aug-99
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Loyalty Retention           Type 1 & 2        $    [***]   $      [***]  Per subscriber per month                       01-Aug-99
--------------------------- --------------- ---- -------- --- ---------- -------------------------------------------- --------------
Roadside Rescue             Type 1 & 2        $    [***]   $      [***]  Per Roadside Rescue subscriber per month       01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Retail Store and Local t    Type 1 & 2        $    [***]   $      [***]  Per Retail Store/Local Indirect Activation     01-Jan-00
Indirec Channel Costs
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Pro Messaging Plan          Type 1 & 2        $    [***]   $      [***]  Per SMS subscriber per month for up to 200     01-Oct-99
                                                                         messages ($0.10 for additional messages)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Text Messaging Plan         Type 1 & 2        $    [***]   $      [***]  Per SMS subscriber per month for up to 30      01-Oct-99
                                                                         messages ($0.25 for additional messages)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Telesales (1-800-480-4PCS)  Type 1 & 2        $    [***]   $      [***]  Per gross telesales activation                 01-Aug-99
(Inbound)
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------

<PAGE>

Network Certification       All                                          Price depends on size and complexity           08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Roaming Fees                All                                          Price per MOU (Market Specific)                08-June-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
LD Verification             Type 1 & 2                                   Monthly Charge (Market Specific)               01-Jan-00
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Type 1 Affiliate Long       Type 1                                       Per subscriber per month (Market Specific)     01-Jan-00
Distance
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
Remote Switching            Type 1                                       Monthly Charge (Market Specific)               08-Jun-98
--------------------------- --------------- ------------- -------------- -------------------------------------------- --------------
</TABLE>

* Note: The effective date for all 2000 pricing is January 1, 2000 (however, the
settlement  will not occur until an effective  settlement date is identified) **
Note: The driver for Operator  Services  changed for 2000 pricing  (formally per
call attempt)

Note 1 Unless Manager arranges directly per section 1.4.


<PAGE>
                                          [***]-CONFIDENTIAL TREATMENT REQUESTED

                                                                        05-19-00
                               Horizon - Exhibit A

<TABLE>
<CAPTION>
<S>          <C>              <C>           <C>               <C>          <C>            <C>             <C>
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
                                 Asset                                      Search Ring    Search Ring
Cascade ID   Transfer Stage     Purchase       Site Type     Tower Height    Latitude       Longitude     SPCS Owned Site  Tax Due
                                 Price
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC026      Constructed        n/a        Lattice-Self        195            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC027       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC028       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC029      Constructed        n/a        Lattice-Guyed       150            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC030         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC045         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC046      Constructed        n/a        Lattice-Self        195            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC055        On Air         $355,194     Colo-Monopole                      [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC056       Pre-Lease          $0                                           [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC057         Lease         $41,475         Rooftop                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC058         Lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC148         Lease         $41,475      Trans Tower`                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC150       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC151         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC152         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC156         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NX33XC157        On Air         $355,194      Colocation                        [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC162      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC164       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC165      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC166      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC167      Constructed        n/a        Lattice-Self        250            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC168       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC193      Constructed        n/a        Lattice-Self       192.5           [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC194      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC195      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC196       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC197         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC198      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC199      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC200       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC201      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC202         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC203      Constructed        n/a          Monopole          150            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC204         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC205       Pre-Lease          $0        Lattice Guyed                      [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC206         lease         $41,475      Stealth Tower                      [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC208         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC210         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC225       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC228      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC229         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC230         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support

<PAGE>
                                          [***]-CONFIDENTIAL TREATMENT REQUESTED
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC264       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC265      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC278      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC279      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC280      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC812      Constructed        n/a        Lattice-Self        250            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC820         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC830      Constructed        n/a        Lattice-Self        195            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC834         Lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC842         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC862      Pre-Leased          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC900       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC901         Lease         $41,475       Trans Tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC902      Constructed      $233,520        Rooftop                         [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC903         Lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC904       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC905      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC906         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC907         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC908       Pre-Lease          $0         Trans tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC909      Constructed        n/a          Monopole          145            [***]         [***]          Y
                less TBS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC910      Constructed        n/a          Monopole          140            [***]         [***]          Y
                less TBS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC911         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC912         Lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC913      Constructed      $233,520        Rooftop                         [***]         [***]
                less TBS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC914      Constructed      $233,520        Rooftop                         [***]         [***]
                less TBS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC915      Constructed        n/a          Monopole          150            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC916      Constructed        n/a          Monopole          150            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC917      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC918      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC919         Lease         $41,475       Trans Tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC920      Constructed      $233,520        Rooftop                         [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC921      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC922         lease         $41,475      Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC923         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC924       Pre-Lease          $0           Rooftop                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC925         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC926      Constructed        n/a          Monopole          150            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC927      Constructed        n/a          Monopole          180            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC928       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC929         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC930       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC931      Constructed      $211,813      Colocation                        [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC932      Constructed        n/a          Monopole          150            [***]         [***]             Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC933      Constructed        n/a          Monopole          100            [***]         [***]             Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC934      Constructed      $233,520        Rooftop                         [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC935      Constructed        n/a          Monopole          130            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC936      Constructed        n/a          Monopole          200            [***]         [***]          Y
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------

<PAGE>
                                          [***]-CONFIDENTIAL TREATMENT REQUESTED

NY33XC937         lease         $41,475         Rooftop                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC938      Constructed      $233,520        Rooftop                         [***]         [***]
                less BTS
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC939         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC940         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC941         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC942         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC943       Pre-Lease          $0         Trans Tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC944      Constructed        n/a        Lattice-Self        250            [***]         [***]          Y
                less BTS                        Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC945         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC946       Pre-Lease          $0         Trans Tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC947       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC957         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC958       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC960         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC961         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC962         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC963       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC966         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC978       Pre-Lease          $0         Trans Tower                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC992         lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC994       Pre-Lease          $0                                           [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC995         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC160         lease         $41,475      Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
NY33XC161          NTP          $100,725      Colocation                        [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total NY =
115
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC919         Lease         $41,475        Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC920       Pre-Lease          $0          Monopole                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC921       Pre-Lease          $0        Lattice-Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC922         lease         $41.475      Lattice Guyed                      [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC923       Pre-Lease          $0         Water Tank                        [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC924       Pre-Lease          $0        Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC925       Pre-Lease          $0        Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC926       Pre-Lease          $0         Smoke Stack                       [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC927       Pre-Lease          $0        Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC928       Pre-Lease          $0        Lattice Guyed                      [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
PL33XC929         lease         $41,475      Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total PL =
11
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC051        On Air         $355,194      Colocation         281            [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC052        On Air         $355,194      Colocation         240            [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC053        On Air         $355,194      Colocation         284            [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC054        On Air         $355,194      Colocation         195            [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC055        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
BU33XC056        On Air         $157,859      SPCS Tower         350                                             Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total BU = 5
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC013         lease         $41,475      Lattice Self                       [***]         [***]
                                                Support
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC032        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC070        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------

<PAGE>
                                          [***]-CONFIDENTIAL TREATMENT REQUESTED

CL33XC072        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC080        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC081        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC088        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total CL = 7
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC058        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC060        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC061        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC062        On Air         $157,859      SPCS Tower         250            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL03XC227        On Air         $148,368      SPCS Tower         190            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total CL = 5
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC016        On Air         $148,368      SPCS Tower         190            [***]         [***]          Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC039        On Air         $267,218       Roof Top                         [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC043        On Air         $256.191      Colocation                        [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC044        On Air         $148,368      SPCS Tower         120            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC053        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC064        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC068        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total CL = 7                                                                    [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC063        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC066        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC067        On Air         $157,859      SPCS Tower         250            [***]         [***]           Y
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
CL33XC073          NTP          $100,725      Colocation                        [***]         [***]
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
Total CL = 4
------------ ---------------- ------------- ---------------- ------------- -------------- --------------- ---------------- ---------
</TABLE>

Total sites 154            Total Price               [***]
                           Western Subtotal          [***]
                           Total Price with Tax      [***]



<PAGE>
                                    Exhibit B
                                 to Addendum III

               Method for Determining Private Valuation of Issuer

(i)       Each party engages an nationally recognized investment bank to provide
          a valuation of the Issuer's fair market value.

(ii)      If the  higher  valuation  is equal to or less  than 110% of the lower
          valuation, the mean of the two valuations is used.

(iii)     If the higher  valuation is greater than 110% of the lower  valuation,
          and the selling party's valuation is the lower valuation,  the mean of
          the two valuations is used.

(iv)      If the higher  valuation is greater than 110% of the lower  valuation,
          and the  acquiring  party's  valuation  is the  lower  valuation,  the
          respective  investment banks engaged by the parties' will agree upon a
          third independent investment bank to provide a third valuation.

(v)       If the third  valuation  falls outside of the two initial  valuations,
          the initial valuation closest to the third valuation is used.

(vi)      If the third valuation falls within the initial valuation range and is
          within 5% of the mean of the initial  valuations,  the third valuation
          is used.

(vii)     If the third valuation falls within the initial  valuation  range, but
          is not within 5% of the mean of the  initial  valuations,  the mean of
          the third valuation and the nearest initial valuation is taken.


<PAGE>

                                    EXHIBIT C
                                 TO ADDENDUM III

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR UNDER THE SECURITIES  LAWS OF ANY OTHER  JURISDICTION,  IN RELIANCE
UPON  EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THIS WARRANT
MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED,  NOR WILL AN  ASSIGNEE  OR  ENDORSEE
HEREOF BE  RECOGNIZED  AS AN OWNER OF THIS  WARRANT BY THE ISSUER,  UNLESS (1) A
REGISTRATION  STATEMENT  UNDER THE SECURITIES  ACT OF 1933 AND OTHER  APPLICABLE
SECURITIES  LAWS WITH  RESPECT TO THE SHARES AND THE  TRANSFER  SHALL THEN BE IN
EFFECT, OR (2) IN THE OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER, THE SHARES
ARE  TRANSFERRED  IN  A  TRANSACTION  WHICH  IS  EXEMPT  FROM  THE  REGISTRATION
REQUIREMENTS OF SUCH LAWS.

IN ADDITION TO AND NOT IN LIMITATION OF THE  FOREGOING,  THIS WARRANT MAY NOT BE
TRANSFERRED  EXCEPT AS PROVIDED IN SECTION  10(b)  HEREOF.  THE SHARES OF COMMON
STOCK  ISSUED OR  ISSUABLE  UPON  EXERCISE  OF THIS  WARRANT  ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANT.


                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                                Horizon PCS, Inc.
                            (A Delaware Corporation)


                       DATED AS OF ________________, 200_

VOID AFTER 5:00 P.M., CENTRAL STANDARD TIME, ON _________________, 200__



          Horizon PCS,  Inc., a Delaware  corporation  (the  "Company"),  hereby
certifies that Sprint  Spectrum L.P., a Delaware  limited  partnership  ("Sprint
PCS"),  is entitled,  subject to the terms set forth below, to purchase from the
Company,  at the time, in the amounts and during the period described in Section
3 below,  that  number  of  shares of  Common  Stock of the  Company  determined
pursuant to the provisions of Section 2 below, at the Purchase Price (as defined
below) then in effect.

1.        Definitions.

          "Affiliate"  any entity that,  directly or  indirectly  through one or
more  intermediaries,  controls,  is controlled  by, or is under common  control
with, Sprint PCS.


<PAGE>

          "Common  Stock" means the Company's  $0.__ par value per share Class A
common  stock and stock of any other  class of the  equity of the  Company  into
which such shares may hereafter have been changed.

          "Conversion Price" means the price per share for which Common Stock is
issuable upon the conversion or exchange of Convertible  Securities,  determined
by dividing (i) the total amount,  if any, received or receivable by the Company
as  consideration  for the  issuance of such  Convertible  Securities,  plus the
minimum aggregate amount of additional consideration payable to the Company upon
the  conversion or exchange of such  Convertible  Securities,  by (ii) the total
maximum  number of  shares  of Common  Stock  issuable  upon the  conversion  or
exchange of all such Convertible Securities.

          "Convertible Securities" means any securities issued by the Company or
an Affiliate of the Company  which are  convertible  into or  exchangeable  for,
directly or indirectly, shares of Common Stock.

          "Exercise  Term"  means (i) if this  Warrant  is issued at the time of
closing  of the IPO,  any time  between  January  1, 2003 and the date ten years
after the Grant Date or (ii) if no IPO has been  completed  by the Company as of
July 31, 2003, any time between July 31, 2003 and the date seven years after the
Grant Date.

          "Grant  Date"  shall mean the date of the  closing of the IPO, if this
Warrant is issued at the time of closing of the IPO, or July 31, 2003, if no IPO
has been completed by the Company as of July 31, 2003.

          "IPO" shall have the meaning set forth in Section 2(a) hereof.

          "Market  Price"  of a share of  Common  Stock on any day means (i) the
average closing price of a share of Common Stock for the twenty (20) consecutive
trading days preceding such day on the principal national securities exchange on
which the shares of Common  Stock are listed or admitted to trading,  or (ii) if
not listed or  admitted  to trading on any  national  securities  exchange,  the
average of the last reported sales price for the twenty (20) consecutive trading
days preceding such day on the Nasdaq National Market, or (iii) if not traded on
the Nasdaq  National  Market,  the average of the highest  reported  bid and the
lowest reported asked prices on each of the twenty (20) consecutive trading days
preceding such day in the  over-the-counter  market as furnished by the National
Association of Securities  Dealers  automated  quotation system, or (iv) if such
firm is not then engaged in the business of reporting such prices,  as furnished
by any similar firm then engaged in such business selected by the Company or, if
there is no such firm, as furnished by any member of the National Association of
Securities Dealers, Inc. selected by the Company.

          "Purchase  Price"  shall have the  meaning  set forth in Section  3(c)
hereof.

         "Qualifying Private Placement" shall mean a private placement of equity
securities  of the Company for cash,  excluding  the  issuance of stock upon the
exercise of options issued by the Company to employees, officers or directors or
pursuant to any stock plan  approved by the Board of Directors of the Company or


                                       2
<PAGE>

the  exercise of warrants  issued by the  Company in  connection  with bona fide
vendor, leasing or lending transactions.

          "Registered Holder" means Sprint PCS, together with its successors and
permitted assigns.

          "Strike  Price"  means the price per share for which  Common  Stock is
issuable  upon the exercise of any rights,  options or warrants for the purchase
of Common Stock,  determined by dividing (i) the total amount,  if any, received
or  receivable  by the Company as  consideration  for the grant of such  rights,
options  or  warrants,   plus  the  minimum   aggregate   amount  of  additional
consideration  payable to the Company upon the exercise of such rights,  options
or warrants, by (ii) the total maximum number of shares of Common Stock issuable
upon the exercise of such rights, options or warrants.

          "Warrant  Stock"  means the shares of Common  Stock or New  Securities
acquired or acquirable upon exercise of this Warrant, any shares of Common Stock
or New Securities  issued as (or issuable upon the conversion or exercise of any
warrant,  right  or  other  security  that is  issued  as) a  dividend  or other
distribution  with respect to, or in exchange  for, or in  replacement  of, such
shares of Common  Stock,  or any other  interest in the Company that has been or
may be acquired upon exercise of this Warrant.

2.        Shares to be Issued Upon Exercise.

          (a) If the Company is issuing  this Warrant at the time of closing its
initial  public  offering of shares of capital  stock for cash (the "IPO"),  the
Registered  Holder  shall be  entitled to  purchase  from the Company  2,510,460
shares of Common  Stock or New  Securities,  as the case may be, which number of
shares  shall not be less  than 3% or more than 4.2% of the total  equity of the
Company, on a fully-diluted basis,  outstanding immediately after the closing of
the  IPO  (including,  if  applicable,   shares  issued  upon  exercise  of  the
underwriters over-allotment options).

          (b) If the Company is issuing this Warrant after July 31, 2003 and the
Company has not completed an IPO by such date,  the  Registered  Holder shall be
entitled to purchase from the Company, at any time during the Exercise Term, the
number of shares of Common Stock equal to 3.0% of the outstanding  equity of the
Company, on a fully-diluted basis, on July 31, 2003.

3.        Exercise of Warrant.

          (a) This Warrant may be exercised at any time during the Exercise Term
by the  Registered  Holder  in  whole  or in part,  and  from  time to time,  by
surrendering  this Warrant,  with the purchase  form appended  hereto as Annex B
duly executed by such Registered Holder, at the principal office of the Company,
or at such other office or agency as the Company may  designate,  accompanied by
payment in full of the Purchase Price payable in respect of the number of shares
of Warrant Stock purchased upon such exercise.

          (b) The  Purchase  Price  may be paid by a  check  drawn  on the  bank
account of the Registered  Holder or by the surrender of shares of Warrant Stock
or  Common  Stock  having  either  (i) a  Market  Price,  as of the  date of the


                                       3
<PAGE>

surrender, equal to the Purchase Price, or (ii) if the Company has not completed
an IPO, a Privately Held Share Price (as defined  below),  as of the date of the
surrender, equal to the Purchase Price.

          (c) As used herein, the term "Purchase Price," with respect to a share
of Warrant  Stock,  shall mean (i) the initial  price per share to the public if
the Company is issuing  this  Warrant at the time of closing its IPO, or (ii) if
the Company is issuing this Warrant  after July 31, 2003 and the Company has not
completed an IPO by such date, the lower of (X) the Private  Valuation amount as
of July 31, 2003,  as determined  in  accordance  with Annex C attached  hereto,
divided  by  the  total  number  of  outstanding  shares  of the  Company,  on a
fully-diluted  basis,  as of such  date  or (Y) the  most  recent  arms'  length
negotiated per share price in a Qualifying Private Placement; if such Qualifying
Private  Placement  occurred  within  one year  prior to the  Grant  Date of the
Warrant (the lower of (X) or (Y) being referred to as the "Privately  Held Share
Price"); provided,  however, that, with respect to (A), if the Company issues or
sells any shares of Common  Stock  after the Grant Date at an  issuance  or sale
price (the  "Issuance  Price") less than the Purchase  Price,  or if the Company
issues or sells any Convertible  Securities after the Grant Date at a Conversion
Price less than the  Purchase  Price or if the Company  issues,  grants or sells
options,  warrants or similar  rights to subscribe for or to purchase  shares of
Common Stock or Convertible Securities after the Grant Date, whether or not such
options, warrants or rights are immediately exercisable, and the Strike Price is
less than the Purchase Price, then, in each such case, without any action on the
part of the  Company or the  Registered  Holder,  the  Purchase  Price  shall be
decreased as follows: upon such issue, grant or sale, the Purchase Price for the
Warrant  Stock  whose   Purchase  Price  is  higher  than  the  said  per  share
consideration  shall be reduced to the price (calculated to the nearest tenth of
a cent)  determined by dividing (i) an amount equal to the sum of (a) the number
of shares of Common Stock  outstanding  immediately  prior to such issue or sale
(including  as  outstanding  all shares of Common Stock  issuable  which are not
outstanding but subject to outstanding  warrants,  options and similar  purchase
rights)  multiplied by the then existing  Variable  Purchase Price,  and (b) the
consideration,  if any, received, or deemed to have been received by the Company
pursuant  to such  issue,  grant or sale by (ii) the  total  number of shares of
Common Stock outstanding  immediately after such issue, grant or sale (including
as outstanding all shares of Common Stock issuable which are not outstanding but
subject to outstanding warrants, options and similar purchase rights); provided,
further,  that  upon  each  adjustment  of the  Purchase  Price for any share of
Warrant Stock issuable  hereunder at the Purchase Price as provided  above,  the
Registered  Holder of this Warrant shall thereafter be entitled to purchase,  at
the  Purchase  Price  resulting  from  such  adjustment,  the  number  of shares
(calculated  to the  nearest  tenth  of a share)  obtained  by  multiplying  the
Purchase Price in effect  immediately  prior to such adjustment by the number of
shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing the product thereof by the Purchase Price after such adjustment. To the
extent  that an  adjustment  is made  hereunder  upon the  issuance or sale of a
Convertible  Security  or an  option,  warrant  or  similar  right,  no  further
adjustment  shall be made when the  Convertible  Security  is  converted  or the
option, warrant or similar right is exercised. To the extent any option, warrant
or similar right expires without exercise,  the Purchase Price shall be adjusted
upward to reflect that no issuance was made.  No  adjustment  shall be made with
respect to the  Warrant  Stock  issued  hereby with  respect to the  issuance of
Common Stock upon the exercise of options,  warrants, or similar rights existing
as of the Grant Date.

                                       4
<PAGE>

          (d) Each  exercise  of this  Warrant  shall  be  deemed  to have  been
effected  immediately  prior to the close of  business  on the day on which this
Warrant  shall have been  surrendered  to the Company as provided in  subsection
3(a) above.  At such time,  the person(s) or  entity(ies) in whose name or names
any  certificates  for Warrant  Stock shall be  issuable  upon such  exercise as
provided in  subsection  3(e) below shall be deemed to have become the holder or
holders of record of the Warrant Stock represented by such certificates.

          (e) As soon as  practicable  after each  exercise  of this  Warrant in
whole or in part, and in any event within ten (10) days thereafter,  the Company
at its  expense  will cause to be issued in the name of, and  delivered  to, the
Registered  Holder,  or,  subject  to the terms and  conditions  hereof,  as the
Registered  Holder  (upon  payment by the  Registered  Holder of any  applicable
transfer taxes) may direct:

               (i) a certificate or  certificates  for the number of full shares
of Warrant  Stock to which such  Registered  Holder shall be entitled  upon such
exercise plus, in lieu of any fractional  share to which such Registered  Holder
would otherwise be entitled,  cash in an amount determined pursuant to Section 5
hereof; and

               (ii) in case such  exercise  is in part  only,  a new  warrant or
warrants (dated the date hereof) of like tenor,  with a new Section 2 reflecting
the number of shares of Warrant  Stock then  purchasable  under Section 2 on the
date  of  such  exercise  minus  the  number  of such  shares  purchased  by the
Registered Holder upon such exercise as provided in subsection 3(a) above.

4.        Adjustments.

          (a) Adjustment of Purchase Price Amount Upon Stock Splits,  Dividends,
Distributions and Combinations. In case the Company shall, after the Grant Date,
subdivide its outstanding shares of Common Stock into a greater number of shares
or issue a stock  dividend or make a  distribution  with respect to  outstanding
shares of Common Stock or Convertible  Securities  payable in Common Stock or in
Convertible  Securities which are convertible  with no additional  consideration
into shares of Common Stock,  the Purchase  Price for all Warrant Stock issuable
at the  Purchase  Price at the time of such  subdivision  or stock  dividend  or
distribution  shall be  proportionately  reduced  (treating for such purpose any
such shares of Convertible  Securities outstanding as being the number of shares
of Common Stock issuable upon their  conversion);  and  conversely,  in case the
shares of Common Stock of the Company shall be combined into a smaller number of
shares after the Grant Date,  the Purchase  Price for all Warrant Stock issuable
at the Purchase Price at the time of such combination  shall be  proportionately
increased.

          (b)  Reorganization  or  Reclassification.  In  case  of  any  capital
reorganization,  or of any reclassification of the capital stock, of the Company
(other  than a change  in par value or from par value to no par value or from no
par value to par value),  or any  consolidation  or merger of the  Company  with
another  corporation or other entity, or the sale of all or substantially all of
the  assets of the  Company  which  shall be  effected  in a manner by which the
holders of Common Stock shall be entitled  (either  directly or upon  subsequent
liquidation)  to equity  securities  with  respect to or in exchange  for Common
Stock,   then  this   Warrant   shall,   after  such   capital   reorganization,


                                       5
<PAGE>

reclassification  of  capital  stock,  merger  or sale of  assets,  entitle  the
Registered  Holder  hereof to purchase the kind and number of shares of stock or
other  securities  of  the  Company,  or  of  the  entity  resulting  from  such
consolidation  (the  "Surviving  Entity") to which the Registered  Holder hereof
would have been  entitled  if it had held the  Common  Stock  issuable  upon the
exercise   hereof   immediately   prior   to   such   capital    reorganization,
reclassification of capital stock, consolidation, merger or sale of assets.

          (c) Change in Strike Price,  Conversion  Price or Conversion  Rate. If
(A) the Strike Price for any right, option or warrant for the purchase of Common
Stock, (B) the Conversion  Price of any Convertible  Security or (C) the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes after the Grant Date (other than by reason of provisions  designed
to protect against dilution), the Purchase Price for all shares of Warrant Stock
issuable  immediately  prior to the time such event occurs at the Purchase Price
shall be  readjusted  to the  Purchase  Price which would have been in effect at
such time had such rights,  options,  warrants or Convertible  Securities  still
outstanding  provided  for  such  changed  Strike  Price,  Conversion  Price  or
conversion  rate,  as the  case may be,  at the time  such  rights,  options  or
warrants were initially  granted or such  Convertible  Securities were initially
issued.

          (d)  Consideration  for Stock.  In case any shares of Common  Stock or
Convertible  Securities  or any rights,  options or warrants to purchase  Common
Stock  or  Convertible  Securities  shall  be  issued  or  sold  for  cash,  the
consideration received therefor shall be deemed to be the amount received by the
Company  therefor,  without  deducting any expenses incurred or any underwriting
commissions  or  concessions  paid  or  allowed  by the  Company  in  connection
therewith.  In case any shares of Common Stock or Convertible  Securities or any
rights,  options or warrants to purchase Common Stock or Convertible  Securities
shall be issued or sold in whole or in part for  consideration  other than cash,
the amount of such consideration shall be deemed to be the fair value thereof as
determined  by the Board of  Directors  of the Company,  without  deducting  any
expenses incurred or any underwriting commissions or concessions paid or allowed
by the Company in connection therewith.

          (e) Computation of Adjustments. Upon each computation of an adjustment
in the Purchase Price for any share of Warrant Stock  issuable  hereunder at the
Purchase Price, the Purchase Price for all such shares of Warrant Stock shall be
computed to the nearest cent (i.e., fractions of .5 of a cent, or greater, shall
be  rounded to the  highest  cent) and the shares  which may be  purchased  upon
exercise of this Warrant  shall be  calculated to the nearest whole share (i.e.,
fractions of one half of a share, or greater,  shall be treated as being a whole
share). No such adjustment shall be made, however, if the change in the Purchase
Price for any such share of Warrant Stock would be less than $.01 per share, but
any such lesser  adjustment shall be made at the time and together with the next
subsequent  adjustment  which,  together with any adjustments  carried  forward,
shall amount to $.01 per share or more.

         (f) Certain Prohibited Adjustments.  Notwithstanding anything herein to
the contrary,  the Company agrees not to enter into any transaction  which would
cause an  adjustment  of the  Purchase  Price to less  than the par value of the
Common Stock.

          (g) Notice of Adjustment of Purchase Price. Upon any adjustment of the
Purchase  Price for any share of  Warrant  Stock  issuable  hereunder  or in the
occurrence  of any event which should  result in an  adjustment  to the Purchase


                                       6
<PAGE>

Price for any share of Warrant  Stock  issuable  hereunder,  the  Company  shall
promptly give written notice  thereof to the Registered  Holder of this Warrant,
which notice shall state the Purchase Price  resulting from such  adjustment and
the increase or decrease,  if any, in the number of shares  purchasable  at such
price upon the exercise of this Warrant.

5.        Fractional Shares.

          The Company shall not be required to issue fractional  shares upon the
exercise of this Warrant.  If the  Registered  Holder would be entitled upon the
exercise of any rights  evidenced  hereby to receive a fractional  interest in a
share of Common Stock,  the Company shall,  upon such  exercise,  pay in lieu of
such fractional interest an amount in cash equal to the value of such fractional
interest,  calculated based upon the Market Price as of the date this Warrant is
exercised.

6.        Limitation on Sales.

          (a) The Registered Holder, and each subsequent holder of this Warrant,
if any,  acknowledges  that this  Warrant  and the  Warrant  Stock have not been
registered  under  the  Securities  Act of 1933,  as now in  force or  hereafter
amended, or any successor legislation (the "Act"), or under any applicable state
securities  laws and agrees  not to sell,  pledge,  distribute,  offer for sale,
transfer or otherwise  dispose of this Warrant or any Warrant  Stock issued upon
its exercise in the absence of (i) an effective registration statement under the
Act as to this Warrant or such Warrant Stock and  registration or  qualification
of this Warrant or such  Warrant  Stock under any  applicable  Blue Sky or state
securities  law  then in  effect,  or (ii) an  opinion  of  counsel,  reasonably
satisfactory to the Company and the Registered  Holder,  that such  registration
and  qualification  are not  required.  Without  limiting the  generality of the
foregoing,  unless the offering and sale of the Warrant  Stock to be issued upon
the particular  exercise of this Warrant shall have been effectively  registered
under the Act and under any applicable  state securities laws, the Company shall
be under no obligation to issue the shares  covered by such exercise  unless and
until the Registered Holder shall have executed an investment letter in form and
substance satisfactory to the Company,  including a warranty at the time of such
exercise that it is acquiring  such shares for its own account,  for  investment
and not with a view to, or for sale in connection  with, the distribution of any
such  shares,  in  which  event  the  Registered  Holder  shall  be bound by the
provisions  of a legend to such effect on the  certificate(s)  representing  the
Warrant Stock.  In addition,  without  limiting the generality of the foregoing,
the Company may delay  issuance of the  Warrant  Stock until  completion  of any
action or obtaining of any consent,  which the Company deems necessary under any
applicable  law (including  without  limitation  state  securities or "blue sky"
laws).

          This  Warrant  and all  Warrant  Stock  issued  upon  exercise of this
Warrant (unless  registered  under the Act and any applicable  state  securities
laws) shall be stamped or imprinted with a legend in substantially the following
form:

         "THE  SECURITES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR ANY STATE
         SECURITIES  LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN


                                       7
<PAGE>

         EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT AS TO THE
         SECURITIES  EVIDENCED  HEREBY AND  REGISTRATION OR QUALIFICATION OF THE
         SECURITIES  EVIDENCED  HEREBY  UNDER ANY  APPLICABLE  BLUE SKY OR STATE
         SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY
         SATISFACTORY  TO THE COMPANY AND THE HOLDER OF THE WARRANT  UNDER WHICH
         THESE SECURITIES WERE ISSUED THAT SUCH  REGISTRATION AND  QUALIFICATION
         ARE NOT REQUIRED AND (iii)  OTHERWISE  COMPLYING WITH THE PROVISIONS OF
         THE WARRANT  UNDER  WHICH THESE  SECURITIES  WERE  ISSUED,  DIRECTLY OR
         INDIRECTLY."

Said legend  shall be removed by the Company,  upon the request of a holder,  at
such time as the  restrictions on the transfer of the applicable  security shall
have been  terminated.  In  addition,  in  connection  with the issuance of this
Warrant,  the  Registered  Holder  specifically  represents  to the  Company  by
acceptance of this Warrant as follows:

               (1) The  Registered  Holder  is aware of the  Company's  business
affairs and financial condition,  and has acquired information about the Company
sufficient  to reach an informed  and  knowledgeable  decision  to acquire  this
Warrant. The holder is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection  with, any
"distribution" thereof in violation of the Act.

               (2) The Registered  Holder  understands that this Warrant has not
been registered under the Act in reliance upon a specific  exemption  therefrom,
which exemption  depends upon,  among other things,  the bona fide nature of the
holder's investment intent as expressed herein.

               (3) The  Registered  Holder  further  understands  that  (A) this
Warrant  must  be  held  indefinitely  and  may  not be  transferred  except  in
compliance  with  Section  10(b)  hereof and (B) the Warrant  Stock must be held
indefinitely  unless  subsequently  registered under the Act and qualified under
any applicable state securities laws, or unless exemptions from registration and
qualification  are otherwise  available.  The Registered  Holder is aware of the
provisions of Rule 144, promulgated under the Act.

               (4) The Registered  Holder  represents  that it is an "accredited
investor" as defined in Rule 501(a) under the Act.

          (b)  Disposition  of  Warrant or Warrant  Stock.  With  respect to any
permissible  offer,  sale or other  disposition  of this  Warrant or any Warrant
Stock acquired  pursuant to the exercise of this Warrant prior to  registration,
if any, of such Warrant or Warrant Stock, the Registered Holder hereof agrees to
give written notice to the Company prior thereto,  describing briefly the manner
thereof,  together with a written opinion of such holder's counsel to the effect
that such offer, sale or other disposition may be effected without  registration
or  qualification  (under  the Act as then in  effect  or any  federal  or state
securities  law then in  effect)  of this  Warrant  or such  Warrant  Stock  and
indicating  whether or not under the Act  certificates  for this Warrant or such
Warrant Stock to be sold or otherwise disposed of require any restrictive legend
as to applicable  restrictions on  transferability in order to ensure compliance
with such law.  Promptly  upon  receiving  such  written  notice and  reasonably


                                       8
<PAGE>

satisfactory  opinion, the Company, as promptly as practicable shall notify such
Registered Holder that such holder may sell or otherwise dispose of this Warrant
or such Warrant Stock,  all in accordance with the terms of the notice delivered
to the Company.  If a determination  has been made pursuant to this Section 6(b)
that  the  opinion  of  counsel  for the  Registered  Holder  is not  reasonably
satisfactory to the Company,  the Company shall so notify the Registered  Holder
promptly  with details  thereof  after such  determination  has been made.  Each
certificate  representing  this  Warrant or the Warrant  Stock thus  transferred
shall bear a legend as to the  applicable  restrictions  on  transferability  in
order to ensure  compliance with such laws,  unless in the aforesaid  opinion of
counsel  for the  Registered  Holder,  such  legend is not  required in order to
ensure   compliance  with  such  laws.  The  Company  may  issue  stop  transfer
instructions to its transfer agent in connection with such restrictions.

          (c) The Registered  Holder agrees,  if requested by the Company or the
representative of the underwriters  underwriting an offering of Common Stock (or
other  securities  of the Company)  from time to time,  not to sell or otherwise
transfer or dispose of any Warrant Stock then held by the  Registered  Holder 15
days prior to  effectiveness of any  registration  statement  covering shares of
Common Stock and for up to 180 days (or such  shorter  period as may be required
of a majority of the executive  officers of the Company) following the effective
date of any  registration  statement  of the Company  filed under the Act (other
than  registrations  filed pursuant to the  Registration  Rights Agreement dated
__________________  between the Company and Sprint PCS). Such agreement shall be
in writing in a form  satisfactory to the Company and such  representative.  The
Company may impose stop-transfer  instructions with respect to the Warrant Stock
subject to the foregoing restriction until the end of such period.

7.        Notices of Record Date, Etc.

          In the event that:

          (a) the Company  shall set a record date for the purpose of  entitling
or enabling the holders of its Common Stock (or other stock or securities at the
time  deliverable  upon the exercise of this Warrant) to receive any dividend or
other  distribution,  or to receive any right to  subscribe  for or purchase any
shares of stock of any class or any other  securities,  or to receive  any other
right, or

          (b) there shall occur any capital  reorganization of the Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another  corporation,  or any transfer of all
or substantially all of the assets of the Company, or

          (c)  there  shall  occur any  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company,

then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder a notice  specifying,  as the case may be, (i) the record date
for the purpose of such dividend,  distribution or right, and stating the amount
and character of such dividend,  distribution or right,  (ii) the effective date
of such reorganization,  reclassification,  consolidation, merger or transfer or
(iii) the date of such dissolution,  liquidation or winding-up is to take place,
and also specifying, if applicable, the date and time as of which the holders of


                                       9
<PAGE>

record  of  Common  Stock  (or  such  other  stock  or  securities  at the  time
deliverable  upon the  exercise of this  Warrant)  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up. Such
notice  shall be  mailed  at least ten (10)  days  prior to the  record  date or
effective date for the event specified in such notice.

8.        Reservation of Stock.

          The Company will at all times reserve and keep  available,  solely for
issuance and delivery upon the exercise of this Warrant,  such shares of Warrant
Stock and other stock,  securities  and property,  as from time to time shall be
issuable upon the exercise of this Warrant.

9.        Replacement of Warrants.

          Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and (in the case of loss,
theft or  destruction)  upon delivery of an indemnity  agreement (with surety if
reasonably required) in an amount reasonably satisfactory to the Company, or (in
the case of mutilation)  upon surrender and  cancellation  of this Warrant,  the
Company will issue, in lieu thereof, a new Warrant of like tenor.

10.       Transfers, Etc.

          (a) The  Company  will  maintain a register  containing  the names and
addresses of the Registered  Holders of this Warrant.  The Registered Holder may
change  its,  his or her  address as shown on the  warrant  register  by written
notice to the Company requesting such change.

          (b) This Warrant shall not be  transferable  by the Registered  Holder
and shall be  exercisable  only by the  Registered  Holder;  provided  that this
Warrant may be  transferred  to, and may be  exercisable  by, any  company  that
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with Sprint PCS,  provided (i) written
notice of such transfer is given to the Company,  and (ii) such transfer is made
in compliance  with all laws,  including  securities  laws,  and the  transferor
provides to the Company an opinion with respect thereto from counsel  reasonably
acceptable to the Company.

          (c)  Until  any  transfer  of this  Warrant  is  made  in the  warrant
register,  the Company may treat the  Registered  Holder of this  Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
Warrant  is  properly  assigned  in blank,  the  Company  may (but  shall not be
obligated  to) treat the  bearer  hereof as the  absolute  owner  hereof for all
purposes, notwithstanding any notice to the contrary.

                                       10
<PAGE>

11.       Mailing of Notices, Etc.

          All  notices  and  other   communications  from  the  Company  to  the
Registered  Holder of this Warrant shall be sent by (a) U.S. mail by first-class
certified or registered mail,  postage  prepaid,  or (b) express courier such as
Federal Express or similar reputable delivery service,  to the address furnished
to the  Company in writing by the last  Registered  Holder of this  Warrant  who
shall have furnished an address to the Company in writing. All notices and other
communications  from the  Registered  Holder of this  Warrant  or in  connection
herewith to the Company shall be mailed by  first-class  certified or registered
mail,  postage  prepaid,   to  the  Company  at  its  offices  at  _____________
___________________________________________,   or  such  other  address  as  the
Company shall so notify the Registered Holder.

12.       No Rights as Stockholder.

          Until the  exercise of this  Warrant,  the  Registered  Holder of this
Warrant  shall not have or exercise any rights by virtue hereof as a stockholder
of the Company.

13.       Change or Waiver.

          Any  term  of  this  Warrant  may be  changed  or  waived  only  by an
instrument  in writing  signed by the party  against  which  enforcement  of the
change or waiver is sought.

14.       Headings.

          The headings in this  Warrant are for  purposes of reference  only and
shall not  limit or  otherwise  affect  the  meaning  of any  provision  of this
Warrant.

15.       Governing Law.

          This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware.

16.       Preemptive Rights of Registered Holder.

          If and when the  Registered  Holder  exercises  its  right to  acquire
capital stock of the Company by exercising all or a portion of its Warrant,  the
Registered  Holder  shall  have the  right to  maintain  its Pro Rata  Share (as
defined  below) of the  Company by  purchasing  shares of  capital  stock of the
Company in accordance with the following:

          (a) The  Company  agrees  that it shall not sell or issue for cash any
shares of capital stock of the Company, or other securities  convertible into or
exchangeable  for capital stock of the Company,  or options,  warrants or rights
carrying any rights to purchase  capital stock of the Company unless the Company
first submits a written offer to the Registered Holder, identifying the terms of
the proposed sale (including cash price, number or aggregate principal amount of
securities and all other material terms).



                                       11
<PAGE>

          (b) Pursuant to such notice, the Company shall offer to the Registered
Holder the opportunity to purchase its Pro Rata Share of the securities proposed
to be sold by the Company on terms and  conditions,  including  price,  not less
favorable to the Registered  Holder than those on which the Company  proposes to
sell such securities to a third party.  "Pro Rata Share" shall mean that portion
of the total number of securities proposed to be sold or otherwise issued by the
Company  determined  by a fraction (i) the  numerator of which is the  aggregate
number of shares of Common  Stock  owned by the  Registered  Holder  immediately
prior to any proposed sale or other  issuance of  securities  (assuming the full
conversion  of any  shares  of the  capital  stock  of the  Company  held by the
Registered  Holder that are convertible into shares of Common Stock and exercise
of the right to  purchase  Common  Stock under this  Warrant  that have not been
exercised by the Registered  Holder);  and (ii) the  denominator of which is the
total number of shares of Common Stock owned by all such parties  owning  Common
Stock,  assuming the exercise of all outstanding  options,  warrants,  and other
rights to acquire Common Stock (or securities convertible into Common Stock) and
the  full  conversion  of  any  shares  of the  capital  stock  of  the  Company
convertible into shares of Common Stock.

          The  Company's  offer to the  Registered  Holder shall remain open and
irrevocable  for a period of fifteen (15) days.  Any securities so offered which
are not purchased pursuant to such offer may be sold by the Company, at any time
within one hundred  twenty (120) days  following  the  termination  of the above
referenced  15-day  period,  but such  securities  may not be sold on terms  and
conditions, including price, that are more favorable to the purchaser than those
set forth in the written offer submitted to the Registered Holder. No securities
may be sold by the Company after such 120-day period without renewed  compliance
with this Section 16.

          Notwithstanding  the  foregoing,  the Company  may (i) issue  options,
warrants or rights to subscribe for shares of its Common Stock (as appropriately
adjusted for stock splits, stock dividends and the like) to officers,  employees
and  directors  of the Company  pursuant  to the terms of any stock  option plan
approved by the Board of  Directors  of the Company and may issue  shares of its
Common Stock upon the exercise of any such stock  options,  or upon  exercise of
warrants outstanding as of the date of this Agreement,  (ii) issue shares of its
capital  stock in  connection  with the  acquisition  of another  company or the
business or assets of another  company;  (iii) issue warrants,  options or other
rights to acquire  capital  stock (or the  issuance  of  capital  stock upon the
exercise  of such  rights) in  connection  with a bona fide  vendor,  leasing or
lending transaction or a high yield notes or debentures  offering,  in each such
case without compliance with this Section 16.


                                    Horizon PCS, Inc.



                                    By:_________________________________
                                    Name:_______________________________
                                    Title:______________________________

Dated:______________________, 200_



                                       12
<PAGE>


                                     ANNEX A

                                WARRANT SCHEDULE
`


                  Number of Shares of Warrant Stock
Date                 Issuable Pursuant to Warrant               Purchase Price





                                       13
<PAGE>

                                     ANNEX B

                                  PURCHASE FORM


To:      __________________
         __________________
         __________________


          The  undersigned  pursuant to the provisions set forth in the attached
Warrant,  hereby irrevocably elects to purchase ___________ shares of the Common
Stock (the "Common Stock") covered by such Warrant and herewith makes payment of
$_______,  representing the full purchase price for such shares at the price per
share provided for in such Warrant.

          The   undersigned   understands   and   acknowledges   the  terms  and
restrictions  on the right to transfer or dispose of the Common  Stock set forth
in  Section 6 of the  attached  Warrant,  which the  undersigned  has  carefully
reviewed. The undersigned consents to the placing of a legend on its certificate
for the Common  Stock  referring  to such  restrictions  and the placing of stop
transfer orders until the Common Stock may be transferred in accordance with the
terms of such restrictions.


                                   By:_________________________________
                                   Name:_______________________________
                                   Title:______________________________


                                   Date:_______________________________




                                       14
<PAGE>

                                     ANNEX C

               METHOD FOR DETERMINING PRIVATE VALUATION OF ISSUER


(i)       Each party engages an nationally recognized investment bank to provide
          a valuation of the Issuer's fair market value at the Grant Date.

(ii)      If the  higher  valuation  is equal to or less  than 110% of the lower
          valuation, the mean of the two valuations is used.

(iii)     If the higher  valuation is greater than 110% of the lower  valuation,
          and the selling party's valuation is the lower valuation,  the mean of
          the two valuations is used.

(iv)      If the higher  valuation is greater than 110% of the lower  valuation,
          and the  acquiring  party's  valuation  is the  lower  valuation,  the
          respective  investment banks engaged by the parties' will agree upon a
          third independent investment bank to provide a third valuation.

(v)       If the third  valuation  falls outside of the two initial  valuations,
          the initial valuation closest to the third valuation is used.

(vi)      If the third valuation falls within the initial valuation range and is
          within 5% of the mean of the initial  valuations,  the third valuation
          is used.

(vii)     If the third valuation falls within the initial  valuation  range, but
          is not within 5% of the mean of the  initial  valuations,  the mean of
          the third valuation and the nearest initial valuation is taken.



                                       15
<PAGE>

                                                                       EXHIBIT D
                                                                 TO ADDENDUM III

                         Registration Rights Agreement

          This  Registration  Rights  Agreement  (the  "Agreement")  dated as of
________________,  2000____,  is entered into by and among Horizon PCS,  Inc., a
Delaware  corporation  (the  "Company"),  and Sprint  Spectrum  L.P., a Delaware
limited partnership ("Sprint PCS").

                                 R E C I T A L S

          A. Sprint PCS and the  Company  are parties to an Addendum  III to the
Sprint PCS Management Agreement and an Asset Purchase Agreement each dated as of
May  __,  2000  (the  "Sprint  Agreements").   In  connection  with  the  Sprint
Agreements, the Company issued Sprint PCS a warrant (the "Warrant"), to purchase
a number  of  shares of  Common  Stock  (as  defined  below) as set forth in the
Warrant (the "Warrant Shares").

          B. The  execution of this  Agreement  is a condition  precedent to the
closing  of the  transactions  contemplated  by the  Sprint  Agreements  and the
Warrant.

          C.   Sprint  PCS  and  the  Company   desire  that  the   transactions
contemplated by the Sprint Agreements and the Warrant be consummated.

          NOW THEREFORE,  in  consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:

          1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

               "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

               "Common Stock" shall mean the common stock of the Company.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

               "Holder"  shall mean any holder,  or an assignee under Section 12
hereof, of outstanding Registrable Securities.

               "Initiating  Holders" shall mean any Holders who in the aggregate
are  Holders  of twenty  percent  (20%) or more of the  outstanding  Registrable
Securities.

               The terms "register", "registered" and "registration" shall refer
to a registration  effected by preparing and filing a registration  statement in
compliance  with the  Securities  Act and the  declaration  or  ordering  of the
effectiveness of such registration statement.


<PAGE>

               "Registrable  Securities"  shall mean shares of Common  Stock (i)
held by Sprint PCS or any permitted  assignee  thereof,  (ii) issued or issuable
pursuant  to the  exercise  of the  Warrant,  and  (iii)  issued in  respect  of
securities issued pursuant to exercise of the Warrant in any stock split,  stock
dividend,  recapitalization,  substitution, or similar event; provided, however,
that  Registrable  Securities  shall not include any (a) shares of Common  Stock
which have  previously  been  registered,  (b) shares of Common Stock which have
previously  been sold to the public,  or (c) shares of Common  Stock that may be
sold pursuant to Rule 144 under the  Securities Act during any given three month
period in compliance with applicable volume limitations.

               "Registration   Expenses"  shall  mean  all  expenses  (excluding
underwriting discounts, selling commissions or fees) incurred in connection with
a registration under Sections 2, 3 and 5 hereof,  including all registration and
filing  fees,  printing  expenses,  fees and  disbursements  of counsel  for the
Company, blue sky fees and expenses and the reasonable fees and expenses (not to
exceed  $25,000)  of one  counsel for the selling  Holders  (but  excluding  the
compensation  of regular  employees of the  Company,  which shall be paid in any
event by the Company).

               "Restricted  Securities" shall mean the securities of the Company
not issued or sold pursuant to a registered public offering.

               "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
amended, and the rules and regulations promulgated thereunder.

               "Selling Expenses" shall mean all underwriting discounts, selling
commissions  and fees  applicable to the sale of Registrable  Securities and all
other expenses which are not Registration Expenses.

                  "Shares" shall mean shares of the Company's Common Stock.

          2. Requested Registration.

          (a)  Request  for  Registration.  If the Company  shall  receive  from
Initiating  Holders a written  request that the Company effect any  registration
with  respect to at least that  number of  Registrable  Securities  which  would
result in an aggregate offering of at least $2,000,000, the Company will:

                    (i)   promptly   give   written   notice  of  the   proposed
          registration to all other Holders; and

                    (ii) as soon as  practicable,  use its diligent best efforts
          to  effect  such  registration  (including,  without  limitation,  the
          execution  of  an  undertaking  to  file  post  effective  amendments,
          appropriate  qualification  under  applicable  blue sky or other state
          securities laws and appropriate compliance with applicable regulations
          issued under the  Securities  Act) as may be so requested and as would
          permit or facilitate the sale and  distribution of all or such portion
          of such  Registrable  Securities  as are  specified  in such  request,
          together with all or such portion of the Registrable Securities of any
          Holder or  Holders  joining  in such  request  as are  specified  in a
          written request  delivered to the Company within fifteen (15) business


                                       2
<PAGE>

          days after receipt of such written  notice from the Company;  provided
          that the  Company  shall not be  obligated  to effect,  or to take any
          action to effect, any such registration pursuant to this Section 2:

                              (A) In any  particular  jurisdiction  in which the
                    Company would be required to qualify to transact business or
                    to  execute a general  consent  to  service  of  process  in
                    effecting such  registration,  qualification  or compliance,
                    unless the  Company is  already so  qualified  or subject to
                    service in such  jurisdiction  and except as may be required
                    by the Securities Act; or

                              (B) Prior to such time as the Company qualifies to
                    effect such registration on Form S-3.

          Subject to the foregoing clauses (A) and (B), the Company shall file a
registration  statement  covering the Registrable  Securities so requested to be
registered as soon as  practicable,  after receipt of the request or requests of
the Initiating Holders; provided,  however, that if the Company shall furnish to
such Holders a certificate  signed by the President of the Company  stating that
in the good faith judgment of the Board of Directors of the Company, it would be
seriously  detrimental  to the Company  and the  Holders  for such  registration
statement  to be filed on or before the time filing  would be required and it is
therefore  essential  to defer the filing of such  registration  statement,  the
Company shall have the right to defer such filing (but not more than once during
any twelve  (12) month  period)  for a period of not more than  ninety (90) days
after receipt of the request of the Initiating Holders.

          The  registration  statement  filed  pursuant  to the  request  of the
Initiating  Holders,  may,  subject to the  provisions  of Section  2(b)  below,
include other  securities of the Company which are held by officers or directors
of the Company or which are held by persons  who, by virtue of  agreements  with
the Company,  are entitled to include their securities in any such registration,
but the Company shall have no right to include any of its securities in any such
registration except as provided in Section 2(b) below.

          (b) Underwriting.  If the Initiating  Holders intend to distribute the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the  Company as a part of their  request  made  pursuant to
Section 2, and the Company shall include such  information in the written notice
referred to in Section  2(a)(i) above.  The right of any Holder to  registration
pursuant to Section 2 shall be conditioned  upon such Holder's  participation in
such underwriting and the inclusion of such Holder's  Registrable  Securities in
the underwriting to the extent provided herein. A Holder may elect to include in
such underwriting all or a part of the Registrable Securities it holds.

          If officers or directors  of the Company  shall  request  inclusion of
securities of the Company other than Registrable  Securities in any registration
pursuant  to  Section  2, or if holders of  securities  of the  Company  who are
entitled by  contract  with the  Company to have  securities  included in such a
registration (such officers,  directors,  and other investors being collectively
referred to as the "Other Stockholders") request such inclusion,  the Initiating
Holders shall, on behalf of all Holders, offer to include the securities of such
Other  Stockholders  in the  underwriting  and may condition such offer on their
acceptance of the terms of the  underwriting.  The Company shall  (together with
all Holders and Other  Stockholders  proposing to  distribute  their  securities


                                       3
<PAGE>

through such  underwriting)  enter into an  underwriting  agreement in customary
form  with  the   representative   of  the  underwriter  or  underwriters   (the
"Underwriter")  selected  for such  underwriting  by the Company and  reasonably
acceptable to the Initiating  Holders.  Notwithstanding  any other  provision of
this Section 2, if the Underwriter  determines that marketing  factors require a
limitation  on the number of shares to be  underwritten,  the  Company  shall so
advise all  holders of  securities  requesting  registration,  and the number of
shares of securities  that are entitled to be included in the  registration  and
underwriting  shall be allocated in the  following  priority:  first,  among all
Holders of Registrable  Securities (and pro rata among such holders on the basis
of all Registrable  Securities then held by such holders) and second,  among all
Other  Stockholders in proportion,  as nearly as practicable,  to the amounts of
securities  which they had requested to be included in such  registration at the
time of filing the registration  statement.  If any Holder or Other  Stockholder
disapproves  of the terms of any such  underwriting,  such  holder  may elect to
withdraw  therefrom by written  notice to the Company and the  Underwriter.  Any
Registrable  Securities  excluded or withdrawn from such  underwriting  shall be
withdrawn from such registration.  If the Underwriter has not limited the number
of Registrable  Securities or other securities to be  underwritten,  the Company
may  include its  securities  for its own  account in such  registration  if the
underwriter  so agrees and if the  number of  Registrable  Securities  and other
securities  which would  otherwise have been included in such  registration  and
underwriting will not thereby be limited.

          (c) The  Holders  may  request an  unlimited  number of  registrations
hereunder, provided that:

                    (i)  The  Company   shall  not  be   obligated  to  cause  a
          registration  to become  effective  prior to one hundred  eighty (180)
          days following the effective date of a Company-initiated  registration
          (other  than a  registration  effected  solely to qualify an  employee
          benefit  plan or to effect a  business  combination  pursuant  to Rule
          145),  provided that the Company shall use its best efforts to achieve
          such  effectiveness  promptly  following such one hundred eighty (180)
          day period;

                    (ii)  The  Company   shall  not  be  obligated  to  cause  a
          registration  to become  effective  prior to expiration of one hundred
          eighty  (180) days  following  the  effective  date of the most recent
          registration  pursuant to a request by  Initiating  Holders under this
          Agreement or pursuant to a request by a holder of registration  rights
          under any other agreement of the Company granting demand  registration
          rights; provided, however, that the Company shall use its best efforts
          to achieve  such  effectiveness  promptly  following  such one hundred
          eighty (180) day period; and

                    (iii) The Company shall not be required to maintain and keep
          any such registration on Form S-3 effective for a period exceeding one
          hundred eighty (180) days from the effective date thereof. The Company
          shall give  notice to all  Holders  and all  holders  of  registration
          rights  under any other  agreement  of the  Company  granting  similar
          demand   registration   rights  of  the   receipt  of  a  request  for
          registration pursuant to this Section 2 and shall provide a reasonable
          opportunity   for  all  such  other  holders  to  participate  in  the
          registration.  Subject to the foregoing, the Company will use its best
          efforts  to  effect  promptly  the   registration  of  all  shares  of
          Registrable  Securities  to the  extent  requested  by the  Holder  or
          Holders  thereof  for  purposes  of  disposition.  In  the  event  the
          Underwriter determines that market factors require a limitation on the
          number of shares to be  underwritten,  then  shares  shall be excluded


                                       4
<PAGE>

          from  such  registration  and  underwriting  pursuant  to  the  method
          described in Section 2(b).

          3. Company Registration.

          (a) If the Company shall  determine to register any of its  securities
either for its own  account or for the  account of a security  holder or holders
exercising  their  respective   demand   registration   rights,   other  than  a
registration  relating solely to employee benefit plans or a registration on any
registration  form  which does not permit  secondary  sales or does not  include
substantially  the same  information  as would be  required  to be included in a
registration statement covering the sale of Registrable Securities,  the Company
will:

                    (i) promptly give to each Holder written notice thereof; and

                    (ii) include in such  registration,  and in any underwriting
          involved  therein,  all of the Registrable  Securities  specified in a
          written  request or requests  made by any Holder  within  fifteen (15)
          business  days after  receipt of the  written  notice from the Company
          described  in clause  (i) above,  except as set forth in Section  3(b)
          below.  Such  written  request may specify all or a part of a Holder's
          Registrable Securities.

          (b)  Underwriting.  If the  registration  of which the  Company  gives
notice is for a  registered  public  offering  involving  an  underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant  to  Section  3(a)(i).  In such  event,  the  right  of any  Holder  to
registration  pursuant  to  Section 3 shall be  conditioned  upon such  Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with  the  Company  and the  Other  Stockholders  distributing  their
securities  through such underwriting)  enter into an underwriting  agreement in
customary form with the  Underwriter  selected for  underwriting by the Company.
Notwithstanding  any  other  provision  of this  Section  3, if the  Underwriter
determines  that marketing  factors require a limitation on the number of shares
to be  underwritten,  the  Company  shall so advise all  holders  of  securities
requesting  registration,  and the  number  of  shares  of  securities  that are
entitled to be included in the registration and underwriting shall be allocated,
first  to the  Company,  second  to any  security  holder  exercising  a  demand
registration right and third to all other security holders, including Holders in
the  registration,  on a pro  rata  basis  based  on the  number  of  securities
requested to be included in the registration. If any Holder or Other Stockholder
disapproves  of the terms of any such  underwriting,  he may  elect to  withdraw
therefrom by written notice to the Company and the Underwriter.  Any Registrable
Securities  or other  securities  excluded or withdrawn  from such  underwriting
shall be withdrawn from such registration.

          4. Expenses of  Registration.  All Registration  Expenses  incurred in
connection with any registration,  qualification or compliance  pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of their shares so registered,  provided, however, that the Company shall
not be  required  to pay  any  Registration  Expenses  if,  as a  result  of the
withdrawal of a request for registration by Initiating Holders, the registration
statement  does not become  effective,  unless  such  withdrawal  is caused by a
material adverse change in the business or operations of the Company, after such
request for  registration,  or unless the Initiating  Holders agree to have such



                                       5
<PAGE>

registration  considered a registration pursuant to Section 2(a). If the Company
is not  required to pay any  Registration  Expenses,  then the Holders and Other
Stockholders  requesting  registration shall bear such Registration Expenses pro
rata on the basis of the number of their shares so included in the  registration
request,  and such  registration  shall not be  considered  a  registration  for
purposes of Section 2(a).

          5. Registration Procedures.  In the case of each registration effected
by the Company  pursuant to this  Agreement,  the Company  will keep each Holder
advised  as to the  initiation  of such  registration  and as to the  completion
thereof. At its expense, the Company will:

          (a) Keep  such  registration  effective  for a period  of one  hundred
eighty (180) days or until the Holder or Holders have completed the distribution
described  in the  registration  statement  relating  thereto,  whichever  first
occurs;

          (b) Furnish such number of prospectuses  and other documents  incident
thereto as a Holder from time to time may reasonably request; and

          (c)  In  connection  with  any  underwritten  offering  pursuant  to a
registration  statement  filed  pursuant to Section 2 hereof,  the Company  will
enter into any underwriting  agreement  reasonably necessary to effect the offer
and  sale  of  Common  Stock,  provided  such  underwriting  agreement  contains
customary underwriting provisions.

          6. Indemnification.

          (a) The Company  will  indemnify  each Holder,  each of its  officers,
directors and partners,  and each person controlling such Holder, if Registrable
Securities  held by such Holder are included in the  securities  with respect to
which  registration,  qualification or compliance has been effected  pursuant to
this Agreement,  and each underwriter,  if any, and each person who controls any
underwriter,  against all claims, losses, damages and liabilities (or actions in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue  statement)  of a material  fact  contained in any  prospectus,  offering
circular  or other  document  (including  any  related  registration  statement)
incident to any such registration,  qualification or compliance, or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  in which they were made, not misleading,  or any violation by the
Company  of the  Securities  Act  including  any rule or  regulation  thereunder
applicable to the Company relating to action or inaction required of the Company
in connection with any such registration,  qualification or compliance, and will
reimburse each such Holder,  each of its officers,  directors and partners,  and
each person  controlling such Holder,  each such underwriter and each person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in connection with  investigating  and defending any such claim,  loss,
damage, liability or action; provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage,  liability or expense
arises out of or is based on any untrue statement (or alleged untrue  statement)
or omission  (or  alleged  omission)  based upon  information  furnished  to the
Company by such  Holder or  underwriter  and stated to be  specifically  for use
therein;  and  provided  further,  that the  Company  shall not be liable to any
Holder with respect to any  preliminary  prospectus  to the extent that any such


                                       6
<PAGE>

claims,  losses,  damages and  liabilities of such Holder (or actions in respect
thereof) result from the fact that such Holder sold Registrable  Securities to a
person  to  whom  there  was  not  sent  or  given,  at or  before  the  written
confirmation of such sale, a copy of the final prospectus  (excluding  documents
incorporated  by  reference)  or of the  final  prospectus  as then  amended  or
supplemented  (excluding documents incorporated by reference) if the Company has
previously  furnished  copies  thereof to such  Holder in  compliance  with this
Agreement and the claims,  losses,  damages and  liabilities  of such Holder (or
actions in respect  thereof)  result from an untrue  statement  or omission of a
material fact contained in such  preliminary  prospectus  which was corrected in
the final prospectus (or the final prospectus as then amended or supplemented).

          (b) Each Holder and Other Stockholder will, if Registrable  Securities
or other  securities  held by such Holder are included in the  securities  as to
which  such  registration,   qualification  or  compliance  is  being  effected,
indemnify  the  Company,  each of its  directors,  officers  and agents and each
underwriter,  if any, of the Company's securities covered by such a registration
statement,  each person who controls the Company or such underwriter  within the
meaning of the Securities  Act and the rules and  regulations  thereunder,  each
other such Holder and Other  Stockholder and each of their  officers,  directors
and  partners,  and each person  controlling  such Holder or Other  Stockholder,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not  misleading,  and any violation of the Securities Act by any
such person,  including  any rule or  regulation  thereunder  applicable to such
person relating to action or inaction required by such person in connection with
such  registration,  qualification  of compliance and will reimburse the Company
and such Holders, Other Stockholders,  directors,  officers,  agents,  partners,
persons,  underwriters  or control  persons for any legal or any other  expenses
reasonably  incurred in  connection  with  investigating  of defending  any such
claim, loss,  damage,  liability or action, in each case to the extent, but only
to the extent,  that such untrue  statement  (or alleged  untrue  statement)  or
omission  (or  alleged  omission)  is  made  in  such  registration   statement,
prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
conformity  with  information  furnished  to the Company by such Holder or Other
Stockholder and stated to be specifically for use therein;  provided, that in no
event  shall  any  indemnity  by any  Holder  or Other  Stockholder  under  this
Subsection 7(b) exceed net proceeds received by such Holder or Other Stockholder
from the offering out of which such claims,  losses,  damages or liabilities (or
actions in respect thereof) arise.

          (c) Each party entitled to  indemnification  under this Section 7 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual  knowledge of any claim as to which indemnity may be sought and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations under this Agreement except to the extent
the  Indemnifying  Party is prejudiced  thereby.  No  Indemnifying  Party in the
defense of any such claim or litigation  shall,  except with the consent of each


                                       7
<PAGE>

Indemnified Party, consent to entry of any judgment or enter into any settlement
which  does not  include  as an  unconditional  term  thereof  the giving by the
claimant or plaintiff to such Indemnified  Party of a release from all liability
in respect to such claim or  litigation.  Each  Indemnified  Party shall furnish
such  information  regarding itself or the claim in question as all Indemnifying
Party may reasonably  request in writing and as shall be reasonably  required in
connection with defense of such claim and litigation resulting therefrom.

          7. Covenants of Holders.

          (a) If any  Registrable  Securities  are  included  in a  registration
statement  pursuant to the terms of this Agreement,  each Holder will not (until
further  notice)  effect sales thereof after receipt of written  notice from the
Company of the occurrence of the happening of any event as a result of which the
prospectus included in such registration  statement contains an untrue statement
of a material  fact or omits to state any  material  fact  required to be stated
therein or necessary to make the  statements  therein not misleading in light of
the  circumstances  then existing,  in order to permit the Company to correct or
update the registration  statement or prospectus,  provided that the obligations
of the Company with respect to maintaining any  registration  statement  current
and  effective  shall be  extended  by a period of days equal to the period said
suspension is in effect.

          (b)  If  any  Registrable  Securities  are  being  registered  in  any
registration  pursuant  to this  Agreement,  each  Holder  will  comply with all
anti-stabilization,  manipulation  and similar  provisions  of Section 10 of the
Exchange  Act,  and any  rules  promulgated  thereunder  by the SEC and,  at the
request of the Company,  will execute and deliver to the Company an  appropriate
agreement to such effect.

          (c) At the end of the period  during which the Company is obligated to
keep a registration  statement current and effective as described  herein,  each
Holder shall discontinue sales pursuant to such registration  statement,  unless
the Holder has  received  written  notice from the Company of its  intention  to
continue the  effectiveness of such  registration  statement with respect to any
securities which remain unsold.

          (d) It  shall  be a  condition  precedent  to the  obligations  of the
Company  to take any  action  pursuant  to this  Agreement  with  respect to the
Registrable Securities that any Holder requesting  registration shall furnish to
the Company such information  regarding itself, the Registrable  Securities held
by it, and the intended  method of  disposition  of such  securities as shall be
required to effect the registration of such  Registrable  Securities or as shall
otherwise reasonably be requested by the Company.

          8.  Limitations  on  Subsequent   Registration   Rights.  The  Company
represents and warrants that it has not granted  registration rights, and agrees
that, from and after the date of this Agreement, it shall not, without the prior
written  consent of the Holders of at least a majority  of the then  outstanding
Registrable Securities,  enter into any agreement (or any amendment or waiver of
the  provisions of any agreement)  with any holder or prospective  holder of any
securities  of  the  Company  giving  such  holder  or  prospective  holder  any
registration  rights, the terms of which in terms of inclusion priority are more
favorable than the registration rights granted to Holders hereunder.



                                       8
<PAGE>

          9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Registrable Securities to the public without registration,  and in order to make
available  Form S-3 for the  registered  resale  of  Registrable  Securities  in
accordance  with this  Agreement  (which  availability  of Form S-3 the  parties
hereto  acknowledge  is not  expected  to  begin  prior to one  year  after  the
effective date of the Company's  initial  public  offering of  securities),  the
Company agrees to:

          (a) Make and  keep  "public  information"  available  as that  term is
understood and defined in Rule 144 under the  Securities  Act, at all times from
and  after  ninety  (90)  days   following  the  effective  date  of  the  first
registration  under the  Securities  Act filed by the Company for an offering of
its securities to the general public;

          (b) Use its  best  efforts  to file  with the  Commission  in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities  Act and the Exchange Act at any time after it has become  subject to
such reporting requirements;

          (c) So long as Sprint PCS owns any Registrable Securities,  furnish to
Sprint PCS forthwith  upon request a written  statement by the Company as to its
compliance  with the  reporting  requirements  of Rule 144 (at any time from and
after ninety (90) days  following the effective  date of the first  registration
statement  filed by the Company for an offering of its securities to the general
public),  and of the  Securities  Act and the Exchange Act (at any time after it
has become subject to such reporting requirements).

          10.  Aggregation of Stock. All shares of Common Stock held or acquired
by entities,  partnerships,  former  partnerships  or persons  affiliated with a
Holder or family members of such Holder,  or trusts,  the beneficiaries of which
are affiliated  entities or persons and/or family members of such Holder,  shall
be  aggregated  together  for the purpose of  determining  the  availability  or
discharge of any rights of such Holder under this Agreement. Any such affiliated
group shall be  entitled to  designate  one person as a  representative  of such
group for the purpose of exercising any right or  undertaking  any obligation of
such  group  hereunder,  and  the  Company  shall  be  entitled  to  rely on the
representative for such purposes.

          11. Transfer or Assignment of Registration Rights. The rights to cause
the Company to register  Sprint  PCS's  securities  granted to Sprint PCS by the
Company  under  Sections  2, 3 and 5 hereof may be  transferred  or  assigned by
Sprint  PCS to a  transferee  or  assignee  of at least  20% of the  Registrable
Securities,  provided that the transferee or assignee of such rights assumes the
obligations of Sprint PCS under this Agreement.

          12.  Termination of Rights.  The  provisions of this  Agreement  shall
terminate upon the fifth (5th) anniversary of this Agreement.

          13. Governing Law. This Agreement and the legal relations  between the
parties  arising  hereunder  shall be governed by and  interpreted in accordance
with the laws of the State of  Delaware.  The parties  hereto agree to submit to
the  jurisdiction  of the federal and state courts of the State of Delaware with
respect to the breach or  interpretation of this Agreement or the enforcement of
any  and  all  rights,  duties,  liabilities,  obligations,  powers,  and  other
relations between the parties arising under this Agreement.



                                       9
<PAGE>

          14. Entire Agreement.  This Agreement  constitutes the full and entire
understanding  and agreement among the parties regarding rights to registration.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the  benefit  of,  and be  binding  upon,  the  successors,  assigns,  heirs,
executors and administrators of the parties hereof.

          15.  Notices,  Etc. All notices and other  communications  required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid,  or otherwise delivered by hand or by messenger or by facsimile
or overnight courier service, addressed (a) if to Sprint PCS, at the address set
forth on the  signature  page of this  Agreement,  or at such  other  address as
Sprint PCS shall have furnished to the other parties  hereto in writing,  or (b)
if to any other Holder of any  securities,  at such address as such Holder shall
have furnished the other parties hereto in writing, or, until any such Holder so
furnishes  an address  to the  Company,  then to and at the  address of the last
Holder of such Shares who has so furnished an address to the Company,  or (c) if
to the  Company,  at the  address  of its  principal  offices  set  forth on the
signature page of this Agreement,  or at such other address as the Company shall
have furnished to the other parties hereto in writing.

          16.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

          17. Amendments. Any provision of this Agreement may be amended, waived
or  modified  upon the  written  consent of the  Company  and Sprint PCS (or its
assignees to whom Sprint PCS has  expressly  assigned  its rights in  compliance
with  Section 12 hereof)  who then hold at least a majority  of the  Registrable
Securities  then held by persons  entitled  to  registration  rights  hereunder,
provided  further,  any such amendment,  waiver or  modification  applies by its
terms to Sprint PCS and each such assignee and,  provided  further,  that Sprint
PCS or such assignees  hereunder may waive any Holder's  rights or the Company's
obligations hereunder without obtaining the consent of any additional Holders.



                  [Remainder of page intentionally left blank.]




                                       10
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first above written.

                                HORIZON PCS, INC.
                                ____________________________
                                ____________________________

                                By:____________________________
                                        Name:__________________________
                                        Title:_________________________




                                SPRINT SPECTRUM L.P.
                                4900 Main, 12th Floor
                                Kansas City, Missouri 64112

                                By:____________________________
                                        Name:__________________________
                                        Title:_________________________


                                       11
<PAGE>
                                                                       EXHIBIT E
                                                                 TO ADDENDUM III


                            ASSET PURCHASE AGREEMENT

          This Asset Purchase  Agreement (the  "Agreement")  is made and entered
into as of May__, 2000, by SPRINT SPECTRUM L.P., SPRINT SPECTRUM REALTY COMPANY,
L.P., SPRINT SPECTRUM EQUIPMENT COMPANY, L.P., PHILLIECO, L.P., all of which are
Delaware  limited  partnerships,  SPRINTCOM,  INC.,  a Kansas  corporation,  and
SPRINTCOM EQUIPMENT COMPANY, L.P., a Delaware limited partnership (collectively,
"Seller"),  and  Horizon  Personal  Communication,  Inc.,  an  Ohio  corporation
("Buyer").

          Recitals

          A. Seller owns or leases those cell sites  identified  on the attached
Exhibit A (the "Cell Sites").

          B. Buyer desires to acquire the Cell Sites and certain other assets of
Seller with respect to the Cell Sites,  and assume the Assumed  Liabilities  (as
defined  in  Section 4 below),  and  Seller  desires to sell such Cell Sites and
assets  and have  Buyer  assume  the  Assumed  Liabilities,  upon the  terms and
conditions set forth in this Agreement.

          Agreements

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements
     contained in this Agreement the parties hereto agree as follows:

          1.   Transfer of Assets.  Subject to the terms and  conditions of this
               Agreement, Seller agrees to sell, convey and assign to Buyer, and
               Buyer  agrees to purchase  from  Seller,  all of Seller's  right,
               title and interest in the Cell Sites, and all contractual  rights
               and remedies of Seller (if any and to the extent  transferable by
               Seller) against service  providers who have provided services for
               which they have been  compensated  with respect to the Cell Sites
               (collectively,  the  "Assets"),  free and  clear  from all  liens
               created by Seller other than the Assumed  Liabilities.  The final
               closing will occur on  September  30,  2000;  provided,  however,
               that,  upon ten (10) business days prior  written  notice,  Buyer
               will have the right,  from time to time,  assuming  the  required
               landlord  consents have been  obtained,  to purchase  clusters of
               assets prior to September  30, 2000,  by paying the full Purchase
               Price for such assets to Seller (each closing  being  referred to
               as the "Closing").

          2.   Purchase Price.  The purchase price for the Assets (the "Purchase
               Price") will equal the sum of:

               (i)  $41,475 per Cell Site through lease execution;

               (ii) $100,725 per Cell Site through notice to proceed (i.e., Cell
                    Site is construction-ready);

               (iii)per Cell Site constructed (without optimization) as follows:




<PAGE>

                    (a)  $412,722 per Cell Site tower less than 100 feet tall,
                    (b)  $471,177 per Cell Site tower between 100-200 feet tall,
                    (c)  $461,366  per Cell  Site  tower  greater  than 200 feet
                         tall,
                    (d)  $346,306 per Cell Site co-locate,
                    (e)  $368,012 per rooftop Cell Site, or
                    (f)  $230,483 per build-to-suit Cell Site;

               (iv) per Cell Site constructed (with optimization) as follows:

                    (a)  $421,610 per Cell Site tower less than 100 feet tall,
                    (b)  $480,064 per Cell Site tower between 100-200 feet tall,
                    (c)  $470,224  per Cell  Site  tower  greater  than 200 feet
                         tall,
                    (d)  $355,194 per Cell Site co-locate,
                    (e)  $376,900 per rooftop Cell Site, or
                    (f)  $239,370 per build-to-suit Cell Site;

               (v)  per cell Site constructed  (excluding any base  transmission
                    station) as follows:

                    (a)  $249,500 per Cell Site tower less than 100 feet tall,
                    (b)  $295,361 per Cell Site tower between 100-200 feet tall,
                    (c)  $274,273  per Cell  Site  tower  greater  than 200 feet
                         tall,
                    (d)  $211,813 per Cell Site co-locate,
                    (e)  $233,520  per rooftop  Cell Site,  or (f)  $233,520 per
                         rooftop Cell Site; and

               (vi) per Cell  Site  located  on a tower  retained  by  Seller as
                    follows:

                    (a)  $137,952 per Cell Site tower less than 100 feet tall,
                    (b)  $148,368 per Cell Site tower between 100-200 feet tall,
                         or
                    (c)  $157,859  per Cell  Site  tower  greater  than 200 feet
                         tall.

               Each Cell Site will be allocated to only one stage of development
               completion,  as described above. Cell Sites in a state of partial
               stage completion will be brought to full completion of such stage
               by Seller prior to Closing and will be priced accordingly.

               The parties  acknowledge that Seller may, in its sole discretion,
               retain towers owned by it, and Buyer will locate its equipment on
               such tower sites.

               The parties agree that, on or before the Closing Date, they shall
               determine an allocation  of the Purchase  Price among the Assets,
               which allocation will be the result of arm's-length  negotiations
               between  the  parties as to the price of each item or category of
               items of the  Assets,  and  neither  party will make any claim or


                                       13
<PAGE>

               treat  any  item  on  its  tax   returns  in  a  manner  that  is
               inconsistent with such allocation.

          3.   Review  Period.  For a period of 30 days  commencing  on the date
               this Agreement is executed by both parties (the "Review Period"),
               Buyer and its representatives may review such documents and make,
               or cause to be made by agents or contractors of Buyer's choosing,
               any and all physical,  mechanical,  environmental,  structural or
               other inspections of the Assets as Buyer deems appropriate and as
               maintained in the ordinary course by Seller. For purposes of such
               review and  inspection,  Seller will make  available to Buyer and
               Buyer's  representatives,  all documents and records  relating to
               the Assets and the Assumed  Liabilities,  and shall  afford Buyer
               and Buyer's  representatives  reasonable access to the Assets and
               Assumed Liabilities, all during normal business hours.

          (b)  If, in Buyer's reasonable  discretion,  based upon the results of
               Buyer's  review and  inspection of the Assets,  Buyer  determines
               that up to, but no more  than,  three  individual  Cell Sites are
               unsatisfactory to Buyer, Buyer may by written notice delivered to
               Seller within the Review Period, which notice contains a specific
               description of the  unsatisfactory  condition,  request that such
               unsatisfactory  condition as to such Cell Site(s) be rectified by
               Seller.  Seller  will,  within 30 days  after  receiving  Buyer's
               written notice described  above, at Seller's  election as to each
               unsatisfactory  Cell Site  individually,  either (i)  correct the
               unsatisfactory   condition,   (ii)  renegotiate  with  Buyer  the
               Purchase Price only as attributable to such  unsatisfactory  Cell
               Site,  or (iii)  remove  the  unsatisfactory  Cell  Site from the
               Assets,  with a corresponding  reduction in the Purchase Price in
               proportion   to   the   amount   thereof   attributable   to  the
               unsatisfactory  Cell Site.  If Buyer does not  provide  the above
               described  notice to Seller within the Review Period,  Buyer will
               be deemed to have waived its rights under this Paragraph 3. In no
               event  will  Buyer be  relieved  of its  obligations  under  this
               Agreement, with regard to more than three Cell Sites.

          4.   Assumption   of   Liabilities.   Buyer   agrees  to  assume   all
               liabilities,  debts,  expenses and obligations  arising after the
               Closing  Date in, to,  under or  pursuant to the Assets as of the
               Closing Date (the "Assumed  Liabilities")  and to pay and perform
               the  Assumed  Liabilities  when due.  Nothing  in this  Agreement
               prevents  Buyer from  contesting in good faith any of the Assumed
               Liabilities.

               5. Representations and Warranties.  The Seller entities,  jointly
               and  severally,  represent and warrant to Buyer as follows (which
               representations and warranties shall survive the Closing):

                    (a)  Organization.  SprintCom,  Inc. is a  corporation  duly
                    organized,  validly  existing and in good standing under the
                    laws of the state of Kansas.  Each other Seller  entity is a


                                       14
<PAGE>

                    limited partnership duly organized,  validly existing and in
                    good standing under the laws of the state of Delaware.  Each
                    Seller entity is qualified to conduct business in all states
                    where such respective  entity conducts  business through the
                    use of the Assets. (b) Authorization. Each Seller entity has
                    the full  power and  authority  (i) to own and  operate  the
                    Assets to enter into and  perform  their  obligations  under
                    this   Agreement   and  the   documents,   instruments   and
                    certificates  to be executed and  delivered by such entities
                    pursuant to this  Agreement.  The  execution,  delivery  and
                    performance  of this Agreement by each Seller entity and all
                    documents, instruments and certificates made or delivered by
                    each  such  entity  pursuant  to  this  Agreement,  and  the
                    transactions  contemplated hereby, have been duly authorized
                    by all  requisite  action  on the  part of  each  respective
                    Seller entity. (c) Enforceability.  The terms and provisions
                    of  this  Agreement  and  all  documents,   instruments  and
                    certificates  made  or  delivered  by  the  Seller  entities
                    hereunder  constitute valid and legally binding  obligations
                    of the respective Seller entities,  enforceable  against the
                    respective  Seller  entities  in  accordance  with the terms
                    hereof  and  thereof,  except as the same may be  limited by
                    bankruptcy, insolvency, reorganization,  moratorium or other
                    similar  laws   affecting   generally  the   enforcement  of
                    creditors' rights and by general principles of equity.

          6.   Condition of Assets.  It is understood and agreed that, except as
               provided in this Agreement, Seller is not making and specifically
               disclaims  any  warranties  or  representations  of any  kind  or
               character,  express  or  implied,  with  respect  to the  Assets,
               including,  but not limited to, warranties or  representations as
               to matters of title (except that Seller  represents  and warrants
               that Seller has not  previously  conveyed or assigned  any of the
               Assets to any other party), zoning, tax consequences, physical or
               environmental  conditions,   availability  of  access,  operating
               history  or  projections,   valuation,   governmental  approvals,
               governmental regulations or any other matter or thing relating to
               or affecting the Assets including,  without  limitation:  (i) the
               value, condition, merchantability,  marketability, profitability,
               suitability  or fitness  for a  particular  use or purpose of the
               Assets;  (ii)  the  manner  or  quality  of the  construction  or
               materials  incorporated  into any of the  Assets  and  (iii)  the
               manner, quality, state of repair or lack of repair of the Assets.
               Buyer  agrees  that with  respect  to the  Assets,  Buyer has not
               relied  upon  and  will  not  rely  upon,   either   directly  or
               indirectly, any representation or warranty of Seller or any agent
               of Seller other than as specifically set forth in this Agreement.
               Buyer represents that it is a knowledgeable purchaser and that it
               is  relying  solely  on its own  expertise  and  that of  Buyer's
               consultants,  and that Buyer will  conduct such  inspections  and
               investigations of the Assets,  including, but not limited to, the
               physical and  environmental  conditions  thereof,  and shall rely
               upon same, and, upon closing,  shall assume the risk that adverse
               matters,  including,  but not limited to,  adverse  physical  and
               environmental  conditions,  may not have been revealed by Buyer's
               inspections and  investigations.  Buyer  acknowledges  and agrees
               that upon  closing,  Seller  shall  sell and  convey to Buyer and
               Buyer shall  accept the Assets "as is, where is" with all faults,
               and Buyer further  acknowledges and agrees that there are no oral


                                       15
<PAGE>

               agreements,  warranties  or  representations,  collateral  to  or
               affecting the Assets by Seller,  any agent of Seller or any third
               party. The terms and conditions of this paragraph shall expressly
               survive the Closing.

          7.   Damage or  Destruction.  If prior to the Closing Date, any of the
               Assets are destroyed or substantially  damaged by fire, lightning
               or any other cause,  or all or any part of the Assets is taken by
               eminent  domain (or is the  subject of a pending or  contemplated
               taking which has not been  consummated),  Seller will immediately
               deliver to Buyer written  notice of such event or condition,  and
               Buyer will have the option of (a)  enforcing  this  Agreement and
               retaining  any  insurance  proceeds  or proceeds of the taking by
               eminent domain, or (b) terminating this Agreement with respect to
               the  Assets  that were  destroyed  or  substantially  changed  by
               written  notice within twenty (20) days after  receiving  written
               notice from Seller of such destruction,  damage or claim. If this
               Agreement is  terminated  with respect to any Asset  destroyed or
               substantially  damaged,  neither  party  will  have  any  further
               obligation  under this Agreement with respect to such Asset.  The
               risk of loss will be borne by Seller until the Closing Date.

          8.   Closing.  If Buyer does not terminate  the Agreement  pursuant to
               Paragraph 7 of this Agreement, on the Closing Date:

          (a)  Seller  and Buyer  shall  execute  and  deliver  to each other an
               Assignment of Leases and Bill of Sale;

               (b)  Buyer shall pay the Purchase  Price to Seller in immediately
                    available funds; and

               (c)  Seller shall provide  copies of all necessary  consents,  if
                    any, for the conveyance or assignment of the Assets.  Seller
                    will assist  Buyer in obtaining  consents and releases  from
                    landlords.

               Buyer  is  responsible  for  paying  or  causing  to be paid  all
               transfer, stamp, recording,  sales, use, excise or similar taxes,
               fees or duties payable in connection with the sale, assignment or
               conveyance  of  Seller's  interest  in and to the  Assets  or the
               assumption of the Assumed Liabilities.

               Buyer is also  responsible for reporting all taxable  property to
               the  appropriate  taxing  authority  for ad valorem tax purposes.
               Buyer  will pay as and when due all  taxes,  assessments,  liens,
               encumbrances,  levies and other charges  against the real estate,
               personal   property  and   intangible   property  that  is  sold,
               transferred,  assigned or otherwise conveyer to Buyer pursuant to
               this agreement.

                                       16
<PAGE>

          9.   Further Assurances.  Seller will from time to time at the request
               of Buyer,  do, make,  execute,  acknowledge  and deliver all such
               other  instruments of conveyance,  assignment,  and transfer,  in
               form  and  substance   satisfactory  to  Seller,   as  Buyer  may
               reasonably require for the more effective conveyance and transfer
               of any of the Assets.

          10.  Indemnification.  Breaches of this  Agreement  by either Buyer or
               Seller  will be a breach  for  which the  non-breaching  party is
               entitled  to  indemnification  in  accordance  with the terms and
               conditions   and  utilizing  the  procedures  set  forth  in  the
               Management Agreement.

          11.  Entire  Agreement  and Binding  Effect.  This  Agreement  and the
               exhibits  and  schedules  attached to this  Agreement  (which are
               incorporated  by this  reference) and the  Management  Agreement,
               including  all  addenda  thereto,  contain  the entire  agreement
               between the parties hereto with respect to the acquisition of the
               Assets  and  the  other  transactions  contemplated  herein,  and
               supersedes  all prior  agreements or  understandings  between the
               parties  hereto  relating  to  the  subject  matter  hereof.  All
               exhibits   attached  hereto  are  incorporated   herein  by  this
               reference.

          12.  Severability.  In the  event  any one or  more of the  provisions
               contained  in  this  Agreement  or  any  application  thereof  is
               invalid,  illegal or unenforceable in any respect,  the validity,
               legality and  enforceability of the remaining  provisions of this
               Agreement and any other  application  thereof will not in any way
               be affected or impaired thereby.  Paragraph headings herein or in
               any exhibit hereto have no legal significance and are used solely
               for convenience of reference.

          13.  No  Other   Representations  and  Warranties.   Seller  makes  no
               representation  or warranty to Buyer with  respect to the Assets,
               except as expressly set forth in this Agreement.

          14.  Waivers and Notices.  Any term or condition of this Agreement may
               be  waived  at any  time by the  party  entitled  to the  benefit
               thereof by a written instrument.  No delay or failure on the part
               of any party in exercising any rights  hereunder,  and no partial
               or single  exercise  thereof,  will  constitute  a waiver of such
               rights or of any other rights hereunder.  All notices,  consents,
               requests,   instructions,   approvals  and  other  communications
               provided  for  herein  will be validly  given,  made or served if
               given,   made  or  served  in  accordance   with  the  Management
               Agreement.

          15.  Counterparts.  This  Agreement  may be  executed in any number of
               counterparts,  each of which will  constitute an original but all
               of such  counterparts  taken  together will  constitute  only one
               Agreement.

                                       17
<PAGE>

          16.  Governing  Law.  The  internal  laws  of the  State  of  Missouri
               (without  regard to  principles  of  conflicts of law) govern the
               validity of this agreement,  the  construction of its terms,  and
               the interpretation of the rights and duties of the parties.

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

SELLER:                      SPRINT SPECTRUM L.P.

                             By:_____________________________________
                                 Bernard A. Bianchino,
                                 Senior Vice President and Chief Business
                                 Development Officer - Sprint PCS

                             SPRINT SPECTRUM REALTY COMPANY, L.P.

                             By:_____________________________________
                                 Bernard A. Bianchino,
                                 Senior Vice President and Chief Business
                                 Development Officer - Sprint PCS

                             SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.

                             By:_____________________________________
                                 Bernard A. Bianchino,
                                 Senior Vice President and Chief Business
                                 Development Officer - Sprint PCS

                             PHILLIECO, L.P.

                                 By:      PhillieCo Sub, L.P.,
                                          its General Partner
                                 By:      PhillieCo Partners I, L.P.,
                                          its General Partner
                                 By:      Sprint Enterprises, L.P.,
                                          its General Partner
                                 By:      US Telecom, Inc.
                                          its General Partner

                             By:_____________________________________
                                 Don A. Jensen,
                                 Vice President and Secretary




                                       18
<PAGE>




                             SPRINTCOM, INC.

                             By:_____________________________________
                                 Bernard A. Bianchino,
                                 Senior Vice President and Chief Business
                                 Development Officer - Sprint PCS


                             SPRINTCOM EQUIPMENT COMPANY, L.P.

                             By:_____________________________________
                                 Bernard A. Bianchino,
                                 Senior Vice President and Chief Business
                                 Development Officer - Sprint PCS


BUYER:                       HORIZON PERSONAL COMMUNICATIONS, INC.


                             By:_____________________________________
                                  Name:______________________________
                                  Title:_____________________________



                                       19
<PAGE>

                                                                       EXHIBIT B

                      ASSIGNMENT OF LEASES AND BILL OF SALE


          THIS ASSIGNMENT OF LEASES AND BILL OF SALE  ("Assignment") is made and
entered  into  as  of  the  ____  day  of   __________,   2000  by  and  between
___________________,        a       ____________________("Assignor"),        and
__________________________________________________________,                    a
____________________ ("Assignee").

          1. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,  Assignor does hereby sell, assign,  transfer and
set over unto  Assignee all of  Assignor's  right,  title and interest in and to
those certain leases (collectively the "Leases") described in Exhibit A attached
hereto and made a part hereof.

          2. In addition to the  Assignment  described  above,  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Assignee  hereby agrees to assume all obligations and liabilities
of  Assignor  arising  under or  pursuant  to the Leases from and after the date
hereof, and Assignee further agrees to perform and abide by each and every term,
provision,  covenant  and  condition  contained  in the Leases to be observed or
performed on or after the date hereof.  Assignor will not be  responsible to the
lessors under each of the Leases for the discharge or  performance of any duties
or obligations to be performed or discharged by the lessee  thereunder after the
date hereof.

          3. Assignee hereby agrees to indemnify and hold harmless Assignor from
and against any and all loss, cost or expense  (including,  without  limitation,
reasonable attorney's fees) resulting by reason of Assignee's failure to perform
any of the  obligations  of the  lessee  under the Leases  after the  assignment
thereof to  Assignee.  Assignor  hereby  agrees to indemnify  and hold  harmless
Assignee from and against any and all loss, cost or expense (including,  without
limitation,  reasonable  attorney's  fees) resulting by reason of the failure of
Assignor to perform any of the  obligations of the lessee under the Leases which
arise prior to the assignment thereof to Assignee.

          4. Assignor does hereby assign,  sell, convey and deliver to Assignee,
its successors and assigns,  all of Assignor's right,  title and interest in and
to the fixtures,  equipment,  machinery  and other  personal  property  owned by
Assignor  (the  "Personal  Property")  placed or  installed on or about the real
property  described in the leases  (other than tower sites  retained by Assignor
and subleased to Assignee by Assignor pursuant to the Master Sublease  Agreement
dated __________________, 200__ between Assignor and Assignee.

          5.  ASSIGNEE  TAKES THE  PROPERTY  DESCRIBED  IN THIS  ASSIGNMENT  "AS
IS-WHERE IS" AND "WITH ALL FAULTS."  ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY
REPRESENTATIONS  AS TO THE  PHYSICAL  CONDITION,  OPERATION  OR ANY OTHER MATTER
AFFECTING OR RELATED TO THE SUCH  PROPERTY,  EXCEPT AS HEREIN  SPECIFICALLY  SET
FORTH OR REFERRED TO, AND ASSIGNEE HEREBY  EXPRESSLY  ACKNOWLEDGES  THAT NO SUCH
REPRESENTATIONS  HAVE BEEN  MADE.  ASSIGNOR  EXPRESSLY  DISCLAIMS  AND  ASSIGNEE



<PAGE>

ACKNOWLEDGES  AND ACCEPTS THAT  ASSIGNOR HAS  DISCLAIMED  TO THE MAXIMUM  EXTENT
PERMITTED BY LAW, ANY AND ALL  REPRESENTATIONS,  WARRANTIES OR GUARANTIES OF ANY
KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED,  CONCERNING THE PROPERTY,  INCLUDING,
WITHOUT LIMITATION,  (i) THE VALUE, CONDITION,  MERCHANTABILITY,  MARKETABILITY,
PROFITABILITY,  SUITABILITY  OR FITNESS FOR A  PARTICULAR  USE OR PURPOSE OF THE
PROPERTY,  (ii) THE MANNER OR QUALITY OF THE  CONSTRUCTION OF THE MATERIALS,  IF
ANY, INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER,  QUALITY, STATE
OF REPAIR OR LACK OF REPAIR OF THE PROPERTY.  ASSIGNOR IS NOT LIABLE OR BOUND IN
ANY MANNER BY ANY VERBAL OR WRITTEN  STATEMENTS,  REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON,  UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED
TO HEREIN.

         6. Assignor hereby  covenants and agrees that Assignor will execute and
deliver to Assignee upon demand,  from time to time,  any further  instrument or
instruments which are reasonably  necessary to reaffirm,  correct and/or perfect
this  Assignment  and the  transfer to Assignee of the items  described  in this
Assignment.

         7. This  Assignment  inures to the  benefit of and is binding  upon the
successors and assigns of the parties hereto.

         8.  This   Assignment   may  be  executed  in  a  number  of  identical
counterparts which, taken together, constitute collectively one agreement.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the day and year first written above.

                             ASSIGNOR:
                             _____________________________________, a
                             _____________________________________

                             By:___________________________________
                             Name:_________________________________
                             Title:________________________________



<PAGE>

                             ASSIGNEE:

                             _____________________________________, a
                             _____________________________________

                             By:___________________________________
                             Name:_________________________________
                             Title:________________________________



<PAGE>
                                    EXHIBIT C

                               CONSENT AND RELEASE


          THIS CONSENT AND RELEASE (this  "Consent") is made and delivered as of
the  ______  day  of   ___________,   199_,  by   _________________________,   a
_________________________________   ("Lessor"),   to  and  for  the  benefit  of
__________________________, a ___________________________ ("Lessee").

                                    Recitals

          A.  Lessor  and  Lessee   entered  into  that   certain   lease  dated
_________________  (the  "Lease"),  pursuant to which Lessee  leased from Lessor
certain                   premises                   located                  at
_______________________________________________________________             (the
"Premises").

          B. Lessee and ____________, a ____________ ("Assignee"),  have entered
into a Purchase and Sale agreement  whereby Lessee may sell to Assignee  certain
assets of Lessee ("Assets"),  including,  without limitation,  the Lease. If the
sale of the Assets is completed,  Lessee will assign to Assignee all of Lessee's
right,  title and interest,  as lessee, in, under and to the Lease, and Assignee
will assume all of the duties,  obligations  and liabilities of Lessee under the
Lease  which  arise from and after the  assignment  of the Lease from  Lessee to
Assignee.

          C.  Lessee  has  requested  that  Lessor  grant  its  consent  to  the
assignment  of the  Lease  and that  Lessor  release  Lessee  from  all  duties,
obligations  and  liabilities  arising  under  the  Lease  from  and  after  the
assignment of the Lease from Lessee to Assignee.

          D. Lessor has agreed to give such  consent  and release in  accordance
with the terms, and conditions of this Consent.

                              Terms and Conditions

          Based   upon  the   foregoing   Recitals,   for   good  and   valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  and
intending to be legally bound hereby, Lessor hereby agrees as follows:

          1. Lessor's Consent to Assignment. If Lessee completes the sale of the
Assets to Assignee,  Lessor  hereby  consents to the  assignment of the Lease by
Lessee to Assignee upon the terms and conditions set forth in the Assignment.

          2. Release of Lessee.  If Lessee  completes  the sale of the Assets to
Assignee,  Lessor  hereby  releases  Lessee  from all  duties,  obligations  and
liabilities under the Lease which arise from and after the effective date of the
Assignment  and agrees to  recognize  Assignee as the lessee under the Lease for
all purposes  with respect to the  performance  of all duties,  obligations  and
liabilities  of the  lessee  which  arise  under  the  Lease  from and after the
effective  date of the  Assignment.  By executing  this  Consent,  Lessor hereby
acknowledges,  agrees to and reaffirms its continuing  rights,  powers,  duties,



<PAGE>

obligations and liabilities under the Lease.

          Lessor agrees that it will provide  Lessee with written  notice of any
default by Assignee under the Lease at the time that any such notice is provided
to Assignee in accordance with the notice provisions of the Lease. Lessor agrees
to  reserve  to Lessee the right,  concurrent  with  Assignee,  to cure any such
within the cure period provided under the default  provisions of the Lease.  For
purposes of Lessee's  cure right,  the cure period under the default  provisions
shall  commence  on the date  notice is  received  by  Lessee.  Such  right,  if
exercised,  shall act as a reassignment of the Lease from Assignee to Lessee and
Lessor hereby  consents to a reassignment  of the Lease from Assignee to Lessee.
Assignee  agrees to  reassign  the Lease  from  Assignee  to  Lessee,  effective
immediately  upon  expiration  of the cure period as provided for in the default
provisions of the Lease if the Lessee has cured, and the Assignee has not cured,
in accordance  with the default  provisions  of the Lease.  In the event of such
reassignment  Lessee  shall  perform all duties and assume all  obligations  and
liabilities arising under the Lease.

          3. Consent to Assignment and Reassignment  Only. The consent of Lessor
which is given hereby  extends only to the  assignment  of the Lease to Assignee
and the reassignment of the Leases from Assignee to Lessee,  and shall not apply
to any further  assignment of the Lease.  Any future  assignment of the Lease or
subletting  of the  Premises,  either  in whole or in part,  is  subject  to the
consent requirements of the Lease.

          4.  Status of Lease.  The Lease is in full  force and effect and there
are no defaults under the Lease as of the date of this Consent.

          5. Governing Law. This Consent is to be governed by, and construed and
enforced in accordance with, the laws of the State of Missouri.

          IN WITNESS  WHEREOF,  Lessor has executed this Consent for delivery as
of the date first above written.

                             LESSOR:

                             _____________________________________,
                             a ___________________________________

                             By:___________________________________
                             Name:_________________________________
                             Title:________________________________