[***] - 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.




                           NETWORK SERVICES AGREEMENT

                                 BY AND BETWEEN

                        WEST VIRGINIA PCS ALLIANCE, L.C.

                           VIRGINIA PCS ALLIANCE, L.C.
                                       AND

                      HORIZON PERSONAL COMMUNICATIONS, INC.

                           DATED AS OF AUGUST 12, 1999

<PAGE>

                           NETWORK SERVICES AGREEMENT

This  Network  Services  Agreement  is dated as of August 12,  1999  ("Effective
Date") by and between West  Virginia  PCS  Alliance,  L.C.,  a Virginia  limited
liability company (the "WV Alliance"),  Virginia PCS Alliance,  L.C., a Virginia
limited liability company (the "VA Alliance"),  (collectively, the "Alliances");
and Horizon Personal Communications, Inc., an Ohio corporation ("Horizon").

                                    RECITALS

A. The Alliances own broadband personal communications services ("PCS") licenses
and own and operate a PCS network  (the  "Alliances'  Network")  and provide PCS
services  in several  geographic  markets,  including  the  Markets  (as defined
below).

B.  Subject to the terms and  conditions  contained in this  Agreement,  Horizon
desires to purchase PCS Service (as defined below) from the Alliances and market
and sell the  service  to  Horizon  End Users (as  defined  below) as  Horizon's
Private Label Service (as defined below),  and the Alliances  desire to sell PCS
Service to Horizon.

     NOW,  THEREFORE,  and in consideration of the above premises and the mutual
promises  set  forth in this  Agreement,  the  Alliances  and  Horizon  agree as
follows:

1.   DEFINITIONS

     "Affiliate"  means  a  person  or  entity  that,  directly  or  indirectly,
controls,  is  controlled by or is under common  control with another  person or
entity.

     "Agreement" means this agreement and all of its Schedules and Exhibits.

     "Alliances' Customer" means any person, other than Horizon, purchasing from
the Alliances (i) PCS service or (ii) any other services offered for sale by the
Alliances.

     "Alliances' Network" has the meaning assigned to the term in the Recitals.

     "CFW" means CFW Communications Company, a Virginia corporation.

     "Effective Date" has the meaning assigned to the term in the Preamble.

     "ESN" means the electronic equipment number for each handset.

     "Facilities" means the  telecommunications  switching equipment,  cell site
transceiver equipment, towers, connecting circuits, software and other equipment
installed, maintained, expanded, modified or replaced by the Alliances to render
PCS Service within a Market.

     "FCC" means the Federal Communication Commission or any successor agency.

                                       1
<PAGE>

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof, or any entity exercising executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including the FCC.

     "Handsets"  means the mobile  handsets  to be used by Horizon End Users and
any other terminal  equipment designed to be used by Horizon End Users and to be
compatible with Sprint PCS networks.

     "Horizon" has the meaning assigned to the term in the Preamble.

     "Horizon End User" means any person  purchasing  Private Label Service from
Horizon,  including without  limitation  customers of Sprint PCS, customers of a
Sprint PCS  Manager  and  customers  of a PCS  operator  who uses the Sprint PCS
service  marks as its primary or  secondary  service  marks  throughout  its PCS
operations.

     "Horizon  Retail  Location"  means  a  retail  establishment  which  has an
agreement to sell either  Horizon or Sprint PCS Handsets which is located within
an area that could be  reasonably  assumed to have  on-street  coverage  from an
Alliance cell site or could  otherwise be  reasonably  expected to be within the
PCS Service Coverage Area as defined in Schedule 7.7.

     "Interim  Agreement" means the Network Agreement,  dated as of November 11,
1998, among Horizon, WV Alliance and VA Alliance.

     "Licenses" means the PCS licenses issued by the FCC to the Alliances, which
authorize the provision of PCS services in the Markets.

     "Management Agreement" means the Management Agreement,  dated June 8, 1998,
by and between Horizon and Sprint PCS, as amended from time to time.

     "Markets"  means the Basic  Trading Areas (as defined by the FCC) set forth
in Schedule 1 (Markets) in which PCS Service is to be made  available to Horizon
pursuant to this Agreement and the Licenses. A "Market" is any one of such Basic
Trading  Areas.  Schedule 1 may be updated to include  additional  BTAs based on
mutual written  agreement by the parties.  Such additional BTAs may include BTAs
for which one or more owners of the  Alliances  (rather  than the WV Alliance or
the VA Alliance) presently control the Licenses.

     "MIN" means a mobile identification telephone number.

     "PCS" means all radio  communications  that encompass  mobile and ancillary
fixed  communication  as set  forth  in 47  C.F.R.  Part  24.5,  which as of the
Effective Date utilizes frequency bands approaching 1.9 gigahertz in broadband.

     "PCS Service" means the PCS service provided to Horizon by the Alliances as
more particularly described in Schedule 2 (PCS Service and Pricing). PCS Service
does not include roaming or long distance services.

                                       2
<PAGE>

     "Private  Label  Service"  means the  service  provided  by  Horizon to its
Horizon  End  Users,  utilizing  the PCS  Service  provided  to  Horizon  by the
Alliances, under Horizon's and/or Sprint PCS' labels, brands and marks, or other
labels,  brands or marks which Horizon is permitted to use under the  Management
Agreement.

     "Sprint PCS" means, collectively, Sprint Spectrum L.P. and Sprint Com, Inc.

     "Sprint  PCS  Manager"  means an entity  (such as Horizon)  which  provides
Sprint PCS branded PCS service pursuant to a management  agreement  between such
entity and Sprint PCS.

     "Start Date" means, for each Market,  the date specified as "Start Date" in
Schedule 1 (or in the amendment to this Agreement which adds a Market) and if no
date is  specified,  the date on which  Horizon  first  initiates  Private Label
Service in a Market.

2.   HORIZON RELATIONSHIP

     Subject to the terms and conditions of this  Agreement,  the Alliances will
provide  and sell PCS  Service to  Horizon  in the  Markets,  and  Horizon  will
purchase PCS Service from the Alliances in the Markets and pay the Alliances for
PCS  Service  as more  specifically  described  in  Schedule  2.  The  Alliances
authorize  Horizon to market and sell the  service as Private  Label  Service in
each Market to Horizon  End Users  subject to the terms and  conditions  of this
Agreement. The parties expressly agree that use (including,  but not limited to,
roaming use) of the Alliances'  Network by Third Parties  (meaning those parties
other than  Horizon,  Sprint PCS,  Sprint PCS Managers and PCS operators who use
the Sprint PCS service  marks) is not  covered by this  Agreement  and  Horizon,
Sprint PCS, Sprint PCS Managers and PCS operators who use the Sprint PCS service
marks shall have no right to revenues or any other interests resulting from such
Third Party use of the Alliances'  Network.  No provision of this Agreement will
be construed as vesting in Horizon any control  whatsoever in any facilities and
operations of the Alliances,  including the Facilities, or the operations of any
Affiliate of the Alliances.  Horizon will not represent itself as a FCC, federal
or state certified licensee for PCS in the Markets by reason of this Agreement.

3.   TERM

3.1  GENERAL

     Subject to the early termination provisions set forth in Section 14 and the
renewal  provisions of Section 3.2, the term of this  Agreement  will be for the
period commencing on the Effective Date and extending until June 8, 2008.

3.2  RENEWAL

     This Agreement will  automatically  renew beyond the initial term set forth
in  Section  3.1 for four  separate  renewal  periods  of ten years each (with a
maximum Agreement duration of 50 years), unless (a) Horizon gives written notice
to the Alliances on or before the date which is 180 days prior to the end of the
initial  term or the  applicable  renewal  term,  as the case may be; or (b) the
Alliances  give  written  notice to  Horizon  on or before  the date which is 24


                                       3
<PAGE>

months prior to the end of the initial term or the  applicable  renewal term, as
the case may be.

3.3  PHASE-OUT PERIOD

     Upon  expiration of the term of the  Agreement  pursuant to this Section 3,
the applicable phase-out period set forth in Section 14.5 will apply. During the
phase-out period, the Alliances agree to offer to sell PCS service to Horizon in
accordance with Section 14.5.

4.   REPRESENTATIONS AND WARRANTIES

     Each  party  makes  the  following   representations  and  warranties,   as
applicable, as of the Effective Date:

4.1  DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENT

     The  party  is a  company  duly  organized,  validly  existing  and in good
standing under the laws of the jurisdiction of its organization and has the full
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations under this Agreement.

4.2  NO CONFLICT; NO DEFAULT; ENFORCEABILITY

     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  applicable  law,
regulation,  order,  writ,  injunction,  decree,  determination  or award of any
Governmental  Authority,  (b) any of the terms,  conditions or provisions of the
certificate of organization,  bylaws or other governing  documents of the party,
or (c) any  material  agreement  or  instrument  to which the party is or may be
bound or to which  any of its  material  properties,  assets  or  businesses  is
subject.  This  Agreement  represents  the valid and binding  obligation  of the
party,  enforceable  in  accordance  with its  terms.  Horizon  represents  that
entering into this Agreement will not conflict with the Management Agreement.

4.3  LITIGATION

     There are no actions,  suits,  proceedings or investigations pending or, to
the knowledge of the party,  threatened against or affecting the party or any of
its properties, assets or businesses in, before or by any Governmental Authority
which 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.

4.4  NETWORK

     WV Alliance  represents  that it has title to, or a leasehold  interest in,
the Alliances'  Network as located  within the BTAs  identified in Schedule 1 as
"WV Alliance  BTAs,"  including,  but not limited to, (i) title to all cell site
equipment  such as base  stations and  antennas and related PCS  infrastructure,
(ii) title to, or a leasehold  interest  in,  towers and other space as required
for the  attachment of all PCS antennas and location of base station  equipment,


                                       4
<PAGE>

and (iii) title to, or a leasehold interest in, switching equipment utilized for
the  Alliances'  Network  within the WV Alliance  BTAs,  except in each case for
minor   defects  in  title,   easements,   restrictive   covenants  and  similar
encumbrances  or  impediments  that,  in the  aggregate,  do not  and  will  not
materially  interfere with its ability to provide the PCS Service to Horizon. VA
Alliance  represents  that it has title  to, or a  leasehold  interest  in,  the
Alliances'  Network as located  within the BTAs  identified in Schedule 1 as "VA
Alliance  BTAs,"  including,  but not  limited  to,  (i)  title to all cell site
equipment  such as base  stations and  antennas and related PCS  infrastructure,
(ii) title to, or a leasehold  interest  in,  towers and other space as required
for the  attachment of all PCS antennas and location of base station  equipment,
and (iii) title to  switching  equipment  utilized  for the  Alliances'  Network
within the VA  Alliance  BTAs,  except in each case for minor  defects in title,
easements,  restrictive  covenants and similar encumbrances or impediments that,
in the aggregate,  do not and will not materially  interfere with its ability to
provide the PCS Service to Horizon.

5.   SCOPE OF PCS SERVICE; HANDSET HANDLING; MIN ADMINISTRATION; BILLING

5.1  PCS SERVICE

     During  the term of this  Agreement,  the  Alliances  agree to  provide  to
Horizon  the PCS  Service  more  specifically  described  in  Schedule  2 in the
---------- Markets set forth in Schedule 1. ----------

5.2  HANDSET HANDLING SERVICES

     Horizon will be responsible for making its own arrangements (a) to purchase
handsets and accessories for resale, from manufacturers  selected by Horizon and
(b) for the delivery of those handsets and accessories directly to Horizon.

5.3  MIN ADMINISTRATION

     Unless the parties  otherwise  agree,  Horizon will be responsible  for the
administration  of its own MIN ranges for each Market,  and the  Alliances  will
route and bill Horizon for PCS Service  accordingly.  The parties  agree to work
together in good faith to coordinate MIN  administration,  including  sufficient
advance notice necessary to implement the terms of this Section.

5.4  CALL DETAIL RECORDS

     The  Alliances  will  endeavor  to develop  and  implement,  as promptly as
possible,  a process to  regularly  provide  electronic  call detail  records to
Horizon on a near-real  time basis  ("Electronic  Billing").  In any event,  the
Alliances  agree that  Electronic  Billing will be  implemented on or before the
six-month  anniversary  of the  Effective  Date.  Such  provision of  Electronic
Billing will require Horizon to provide for network facilities to transport call
detail records. It is contemplated that such electronic call detail records will
be provided in native  format.  For purposes of this  Agreement,  the term "near
real time basis" means the period of time in which the  Alliances can read their
own call detail records for the Alliances' Customers;  provided that such period
of time will not exceed the  period of time that  Horizon  can read its own call


                                       5
<PAGE>

detail records for similar calls placed through Horizon's own switch.  Until the
date on which Electronic Billing is implemented, the Alliances will provide call
detail  records to Horizon in a reasonable  format  within the same (or shorter)
period of time that the  Alliances  provide  such call  detail  records to those
persons or agents  responsible for billing the Alliances' retail customers,  but
in no event will such time  period  exceed  four  days.  These  records  will be
materially  free of defects.  With respect to payment for defective  call detail
records,  Horizon may, in addition to any other rights and remedies available to
Horizon,  dispute such payments  under the  procedures set forth in Section 6.3.
Horizon  will have no  responsibility  for paying  invoices  for services to the
extent that the Alliances do not forward the call detail records for Horizon End
Users to Horizon [for a  clearinghouse,  as appropriate]  within sixty (60) days
after the occurrence of a call.

5.5  YEAR 2000 COMPLIANCE

     Each party will comply with its  obligations  under this Agreement  without
interruption  attributable to the failure of its network hardware or software to
process correctly calendar date-related data. 6. PRICES AND TERMS OF PAYMENT

6.1  PAYMENT OF CHARGES

     Horizon  is  liable  and will  pay the  Alliances  for any and all  charges
associated with the use of the PCS Service by Horizon,  as set forth in Schedule
2. Disputed charges are governed by the procedures set forth in Section 6.3. All
prices and charges stated in this Agreement are in US dollars.

6.2  INVOICES

     The  Alliances  will  provide to Horizon  monthly  invoices  of the charges
incurred by Horizon.  Horizon will be liable to the  Alliances for those charges
and will pay them in accordance  with the  provisions of this Section 6. Payment
for each invoice is due within 40 days of the billing date. Interest, at a daily
interest  rate equal to .0491%,  compounded  monthly,  shall  begin to accrue on
payments which are not made by the due date.

6.3  DISPUTED CHARGES

6.3.1 GENERAL

     Horizon  may  withhold  payment  of any  properly  disputed  portion of any
invoice until the dispute is resolved as set forth in this Section 6.3.  Horizon
must pay the undisputed  amount of any invoice in a timely manner as provided in
Section  6.2.  Upon  resolution  of any  dispute,  payment of any  disputed  and
withheld amount that is determined to be due and owing (including interest, at a
daily  interest  rate equal to .0491%,  compounded  monthly)  is due and payable
within 10 days  following  resolution of the dispute as provided in this Section
6.3.

                                       6
<PAGE>

6.3.2 STANDARD DISPUTE PERIOD

     If  Horizon  intends  not to pay all or part of an  invoice  as a result of
Horizon's  reasonable  belief  that a charge is not  appropriate,  Horizon  will
provide to the Alliances written notice of any disputed charges, together with a
detailed  explanation  of the  nature of the  dispute,  on or before the date on
which the payment is due. The Alliances  will respond to Horizon in writing with
regard to the  disputed  charges  within  10  business  days  after  receipt  of
Horizon's  dispute  notice,  and will  credit  Horizon's  account  within the 10
business day period if the Alliances  agree that such resolution is appropriate.
If the Alliances'  written response  regarding the disputed  charges  reasonably
demonstrates  that such charges are correct,  Horizon shall pay any disputed and
withheld  amount,   including  interest,  as  provided  for  in  Section  6.3.1.
Notwithstanding  the  foregoing,  if the  parties are unable to resolve any such
disputes within 30 days of the date of the Alliances' response, either party may
initiate the arbitration proceedings set forth in Section 18.16.

6.3.3 BILLING ERRORS

     Following  payment of an invoice,  if a party discovers a billing error has
occurred, the party will provide notice of such billing error to the other party
as soon as practical upon detection.  After receiving notice of a billing error,
the other party will respond in writing to the party detecting the billing error
within 10  business  days  after  receipt  of the  billing  error  notice.  Upon
resolution,  payment of  amounts  that are  determined  to be due and owing as a
result of such billing error (exclusive of any interest  charges  reflecting the
time  value  of the  billing  error)  will be due  and  payable  within  30 days
following  resolution.  If payment is not made within such  30-day  period,  the
amount due will be adjusted to include  interest at a daily  interest rate equal
to .0491%,  compounded  monthly.  No corrections or adjustments will be made for
billing errors  uncovered or reported more than 365 days after the billing date.
If the parties are unable to resolve  billing  errors within 60 days of the date
of response by the party  receiving the billing  error notice,  either party may
initiate the arbitration proceedings set forth in Section 18.16.

6.4  TAXES AND OTHER LEVIES BY GOVERNMENTAL AUTHORITIES

6.4.1 TAXES

     The rates and charges set forth on Schedule 2 are inclusive of all sales or
similar taxes imposed on the PCS Services  provided by the Alliances to Horizon,
and the Alliances agree that no amounts for taxes will be added to the rates and
charges  set forth on  Schedule  2. The  Alliances  will remit such taxes to the
appropriate Governmental Authorities.

6.4.2 OTHER LEVIES BY GOVERNMENTAL AUTHORITIES

     The  Alliances  will be solely  responsible  for the  timely  and  accurate
remittance of all taxes, fees and other charges of Governmental Authorities with
regard to the ownership and operation of the Alliances' Network.

                                       7
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

6.5  ADJUSTMENTS FOR PCS SERVICE OUTAGES

     If the  Alliances'  Network  suffers  a  service  outage  (other  than  for
customary  planned  outages for  maintenance)  which  affects at least a Minimum
Number of cell sites and such  outage  continues  for more than six  hours,  the
Alliances  will provide a credit on Horizon's  billing  invoice for PCS Services
for the month of the outage (an "Outage  Credit").  For purposes of this Section
6.5, a Minimum Number of cell sites shall be equal to (a) [***] of the number of
cell sites  which are being used to provide  the PCS  Services as of the date of
the outage,  with respect to an outage which occurs  during the first year after
the Effective  Date,  (b) [***] of the number of cell sites which are being used
to provide the PCS  Services as of the date of the  outage,  with  respect to an
outage which occurs  during the second year after the  Effective  Date,  and (c)
[***] of the  number  of cell  sites  which are being  used to  provide  the PCS
Services as of the date of the outage,  with  respect to an outage  which occurs
during the third year after the Effective Date and thereafter. The Outage Credit
will be equal to [***]. No adjustments  will be processed  unless they aggregate
to more than $1,000 during any single monthly billing cycle;  provided that such
minimum amount will increase on each  anniversary  date of this Agreement by the
percentage  increase in the Consumer Price Index for the previous twelve months.
As used herein,  the phrase "Consumer Price Index" shall mean the Consumer Price
Index for All Urban Consumers: U.S. City Average (1982-84-100), published by the
Bureau of Labor and Statistics of the United States Department of Labor, or such
other  similar  index  designated  by the  parties in the event such index is no
longer published.

6.6  PRICE ADJUSTMENTS

6.6.1 ADJUSTMENTS IN GENERAL

     The parties agree and  acknowledge  that the pricing of the PCS Service may
be  revised  periodically  by mutual  agreement.  The  Alliances  agree that the
pricing  set forth on  Schedule 2 (and all  future  price  adjustments)  reflect
pricing  that is, in each  category,  no more than the lowest price which is, at
any time,  being offered or provided by the Alliances or any of their Affiliates
to any other wholesale Alliances Customer other than the owners of the Alliances
and their  subsidiaries and Affiliates  (including  Virginia RSA6  Partnership),
under  comparable  terms and conditions.  The Alliances will endeavor to develop
pricing structures to assure that prices for PCS Service provided to Horizon are
lower than the lowest price which is, at any time,  being offered or provided by
the  Alliances  to any other  wholesale  customer  other  than the owners of the
Alliances and their  subsidiaries  and  Affiliates,  subject to compliance  with
applicable law. The parties further agree that the pricing set forth on Schedule
2 (as  amended  from time to time) will  apply to the use of the  Network by all
Horizon End Users.

                                       8
<PAGE>

6.6.2 PROPOSED ADJUSTMENTS

     The Alliances  and Horizon  agree that they may propose price  increases or
price decreases,  as the case may be, beginning on the first  anniversary of the
Effective  Date.  Proposed  price  increases or decreases  must be  commercially
reasonable.  In the event that the parties  are unable to mutually  agree upon a
price  increase  or  decrease,  either  party may  submit  the issue to  binding
arbitration  pursuant to Section 18.16.  The  arbitrator  shall be instructed to
select  either (a) the  Alliances'  proposed  price  adjustment,  (b)  Horizon's
proposed  price  adjustment  or (c) a price  adjustment  which  is  between  the
Alliances' proposal and Horizon's proposal.

6.7  PRICING FOR ANCILLARY NETWORK PLATFORMS

     The parties  anticipate  that,  from time to time, the Alliances may offer,
and Horizon may purchase, certain ancillary network platforms and elements which
are not  included in the PCS Service  described  in Schedule 2 and which are not
required  as an  inherent  element of the  services  covered  by the  Management
Agreement. Schedule 6.7 attached hereto contains the description and pricing for
certain  ancillary  network  platforms and elements which have been agreed to by
the parties as of the Effective Date. By mutual agreement, the parties may amend
Schedule 6.7 in the future to add  additional  ancillary  network  platforms and
elements to be provided by the Alliances.

7.   RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1  THE ALLIANCES' REPRESENTATIVE

     As  the  "single  point  of  contact"  with  Horizon  with  respect  to the
monitoring and administration of this Agreement,  the Alliances agree to appoint
one  individual  who will be either an  employee of one of the  Alliances  or an
employee of the company that has contracted to be the principal service provider
to the Alliances for purpose of this Agreement  (currently,  CFW  Communications
Company). Such employee shall have, as one of his or her primary functions,  the
responsibility and accountability for the administration of this Agreement. Such
employee shall have no direct  responsibility  for the retail performance of the
Alliances in the Markets and shall have the  responsibility to resolve Horizon's
requests throughout the Alliances' Network.

7.2  PURCHASER'S RESPONSIBILITY AND LIABILITY RELATED TO PRIVATE LABEL SERVICE

     Horizon  will be  responsible  and  liable  for  Horizon  End  User  credit
verification,  billing,  collection,  customer service,  and all similar support
necessary to provide Private Label Service and all risks and expenses related to
such services. Horizon will not make any representation, warranty or covenant to
any Horizon  End User that would  misrepresent  or  conflict  with the terms and
conditions of this  Agreement.  Horizon may provide written terms and conditions
of service to Horizon End Users or enter into written contracts with Horizon End
Users.

                                       9
<PAGE>

7.3  INTERFERENCE

     The parties' agents,  employees,  and  representatives  shall not interfere
with the operation of the Facilities,  the Alliances' Network or the PCS Service
in a way as to impair the  quality of service  provided  to Horizon End Users or
Alliances Customers. Upon discovery of such interference by either the Alliances
or Horizon,  the party  discovering  the  interference  will promptly notify the
other party and that party  shall  promptly  use its best  efforts to cause such
interference to terminate.

7.4  NETWORK REQUIREMENTS

7.4.1 GENERAL REQUIREMENTS

     Sections  7.4.1 and  7.4.2 and the  accompanying  Schedule  7.4.1  attached
hereto (collectively,  "Specifications") set forth the general,  operation,  and
performance  requirements,  which  the  Alliances  shall  satisfy  in  providing
services   under  this   Agreement.   Alliances   and  Horizon  agree  that  the
Specifications  set forth as of the Effective Date are intended to be applicable
for at least  18  months  following  the  Effective  Date.  Notwithstanding  the
foregoing, Horizon will amend the Specifications, subject to the terms set forth
in this  Section  7.4.1  and  Sections  6.6,  7.4.2 and 14 to the  extent  that,
pursuant to the Management Agreement, similar requirements are amended by Sprint
PCS for its own  network  and for those  networks  operated by Horizon and other
managers of Sprint PCS' network;  provided,  however, that, if Horizon is not in
compliance with such amended requirements,  the Alliances shall only be required
to comply with such new  requirements to the same extent that Horizon's  network
complies with such amended network requirements.  Notwithstanding the foregoing,
Horizon will not,  within the last 24 months of the term of this  Agreement  (or
any renewal term), amend the  Specifications  pursuant to the preceding sentence
in a manner which will materially increase the Alliances' costs of providing PCS
Service,  unless Horizon agrees that it will not provide a notice of non-renewal
as provided in Section 3.2 with respect to the next succeeding term.  Throughout
the term of this  Agreement,  Horizon  agrees to promptly  inform the  Alliances
about its network  plans and provide  amendments  to the  Specifications  to the
Alliances  as soon as  reasonably  possible  so as to permit  the  Alliances  to
develop network and operations plans and assure such costs of implementation can
be  considered  in  proposing  its prices for PCS  Service  (and other  services
provided to Horizon under this Agreement); Horizon further agrees to provide for
a commercially reasonable  implementation period to assure compliance with these
requirements.

     Subject  to  the  Specifications  set  forth  in  Schedule  7.4.1  to  this
Agreement,  the Alliances agree that (a) the Network will be compatible with the
Handsets which operate on Sprint PCS' network;  and (b) the  Alliances'  Network
will provide continuity into Horizon platforms to ensure seamless  functionality
with the  operation  of other  networks  operated  by Horizon  and  Sprint  PCS,
provided  that Horizon  provides  seamless  functionality  with the operation of
other networks operated by Sprint PCS.

     Upon written  notice by Horizon,  the Alliances  will use their  reasonable
best  efforts to provide an  acceptable  level of call  quality  for PCS Service
inside all Horizon  Retail  Locations  (including the use of repeaters and other


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                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

amplification techniques, where appropriate),  provided that such Horizon Retail
Locations  can  reasonably  be expected to generate a minimum  level of sales if
such efforts are applied.  A Horizon Retail Location shall be deemed to generate
a  minimum  level of sales if (a) such  Horizon  Retail  Location  represents  a
national or regional  account of Sprint PCS or its Affiliates,  (b) such Horizon
Retail  Location  generates  at  least  [***] of its  revenues  from the sale of
electronic equipment;  provided,  that such location has on-street coverage from
the Alliances' Network and that such location generated at least [***] in annual
revenues for the prior calendar year or (c) Horizon reasonably demonstrates that
a minimum  level of sales  acceptable  to the Alliances can be expected from the
Horizon Retail Location, provided that, if Alliances determine that the expected
minimum level of sales is unacceptable,  at Horizon's option, Alliances will use
their  reasonable best efforts to provide an acceptable level of call quality at
such Horizon Retail Location and the direct, out-of-pocket costs of such efforts
shall be reimbursed by Horizon to Alliances.

7.4.2 OPERATION AND PERFORMANCE OF THE ALLIANCES' NETWORK

     The  Alliances  agree that the  Alliances'  Network  will  comply  with all
Horizon  network  requirements  for operation and  performance of the Alliances'
Network, as set forth on Schedule 7.4.2 (as amended);  provided,  however, that,
if  Horizon  is  not in  compliance  with  such  operational  requirements,  the
Alliances  shall only be required to comply with such  requirements  to the same
extent that Horizon's network complies with such operational  requirements;  and
further  provided  that  Horizon  provides  the  Alliances  with a  commercially
reasonable period of time to assure compliance.  Notwithstanding  the foregoing,
Horizon  agrees that the  Alliances  are only  required to comply with  Schedule
7.4.2 to the extent the  requirements  set forth  therein are  applicable to the
services actually being provided by the Alliances.  For example,  Schedule 7.4.2
includes  requirements for directory assistance,  operator services,  voice mail
and AIN  platforms  although  the  Alliances  are not  required to perform  such
services as of the date of this Agreement. Horizon further agrees that a failure
by the Alliances to comply with the  requirements of Schedule 7.4.1 and Schedule
7.4.2 shall not result in a breach of this Agreement provided that the Alliances
satisfy in all  material  respects  those  requirements  of  Schedule  7.4.1 and
Schedule  7.4.2 that relate to  performance  or that can be considered to have a
potential future impact upon  performance as determined in Horizon's  reasonable
judgment.

7.4.3 [INTENTIONALLY OMITTED]

7.4.4 INCREASE IN COVERAGE

     If, at any time during the term of this Agreement,  Horizon desires to have
additional geographic coverage within a Market served by the Alliances' Network,
then Horizon shall provide the  Alliances  with a written  request to expand the
coverage area of the Alliances'  Network within a Market.  If, within 60 days of
receipt of such written  notice,  the  Alliances  do not provide  Horizon with a
written  commitment  to diligently  develop such  additional  coverage  within a
reasonable  period of time, or if the  Alliances do not develop such  additional
coverage within such reasonable period of time,  Horizon shall have the right to
construct its own cell sites or to take other action to provide such  additional
coverage,  without  breaching  this  Agreement  or  incurring  liability  to the
Alliances.  If, pursuant to this Section 7.4.4,  Horizon constructs its own cell


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

sites or takes such other action to increase the  coverage  area,  (a) such cell
sites or other construction will be owned by Horizon,  (b) Horizon will have the
right to connect such sites or other  construction to the Alliances' Network and
platforms, (c) the Alliances will coordinate with Horizon, at Horizon's request,
for the  seamless  operation  and  connectivity  of the new cell  sites with the
Alliances'  Network,  and (d) the Alliances may, at Horizon's  option,  have the
right to use such new cell sites.  If,  pursuant to this Section 7.4.4,  Horizon
constructs its own cell sites and if the Alliances  request the right to use one
or more of such sites for their own network,  the Alliances  agree to compensate
Horizon for such use at a rate equal to the greater of [***] per minute or [***]
the  then-current  rate per minute,  as set forth in Schedule 2 (as amended from
time to time). For purposes of this Section 7.4.4,  Horizon shall have the right
to delegate its right to construct such cell sites to Sprint PCS, subject to the
terms and  conditions  of this  Section.  Nothing in this  Section  7.4.4  shall
prohibit  the  Alliances  from  expanding  coverage  in the Markets at their own
discretion.

7.4.5 MODIFICATIONS

     Subject to the Alliances' compliance with the Specifications, the Alliances
may, in their sole discretion, change or update the Facilities or the Alliances'
operations,  equipment,  software,  procedures  or services,  provided that such
changes or updates shall not unreasonably  interrupt,  suspend,  delay or change
the quality or  functionality of the PCS Service and provided that the Alliances
give Horizon at least 7 days prior  written  notice of such changes and updates.
The Alliances may, in their sole discretion, offer service products that are not
part of the PCS Service, provided that such products will not cause any material
adverse impact to Horizon End Users. 7.4.6 THE ALLIANCES' REPORTS TO HORIZON

     The  Alliances  will  provide  Horizon  with real time  Internet  access to
performance data for elements of the Alliances'  Network which are to be used by
Horizon.  Such  performance  data  shall be  sufficient  in scope and  detail to
establish  compliance  with the  Specifications  and shall  include the data and
access described in Schedule 7.4.6,  which shall be amended from time to time as
performance-related  Specifications  change.  In addition,  the  Alliances  will
provide network  utilization reports on a monthly basis, which reports will show
changes in network coverage, service enhancements, feature upgrades and repeater
installations.  The Alliances  agree to provide at least 90 days advance  notice
prior to the  implementation  of any material  changes to the items set forth in
the  previous  sentence;  provided,  however,  that if, for  emergency  or other
compelling reasons,  the Alliances must implement such changes in a shorter time
period,  it will provide prompt notice to Horizon upon the  determination by the
Alliances to make such changes.

7.5  ROAMING SERVICES

     This Agreement does not grant to the Alliances any roaming or resale rights
with  respect  to any  Horizon or Sprint  PCS  networks,  except as set forth in
Section 15 or as may be agreed upon in separate agreements.

                                       12
<PAGE>

7.6  THE ALLIANCES' NETWORK FRAUD DETECTION AND RESPONSIBILITY [SLASL

     To the  extent  that  Horizon  and the  Alliances  mutually  agree that the
Alliances will provide primary fraud analysis for Horizon, the prices, terms and
conditions shall be set forth in a separate agreement or in an amendment to this
Agreement.  Unless the parties mutually agree otherwise, it is contemplated that
Horizon will use its own HLR or HLR-like  capabilities to handle its own primary
fraud analysis.

7.7  COVERAGE AREA

     The Alliances  shall provide  coverage in the Markets that are set forth in
Schedule 1. Within such Markets, the Alliances shall use commercially reasonable
efforts  to  provide  the  levels  of  coverage   described  on  Schedule   7.7.
Notwithstanding  anything  to the  contrary,  if the  Alliances  fail to provide
levels of coverage which are substantially  equivalent to the coverage described
in Schedule 7.7, the Alliances  shall be in default  under this  Agreement.  The
parties may amend  Schedule  7.7 from time to time in  writing,  based on mutual
agreement.

     Horizon  shall  provide  coverage  in the  Markets  that  are set  forth in
Schedule 15.1.  Within such Markets,  Horizon shall use commercially  reasonable
efforts  to  provide  the  levels  of  coverage   described  on  Schedule  15.1.
Notwithstanding  anything to the contrary, if Horizon fails to provide levels of
coverage  which  are  substantially  equivalent  to the  coverage  described  in
Schedule 15.1, Horizon shall be in default under this Agreement. The parties may
amend Schedule 15.1 from time to time in writing, based on mutual agreement.

7.8  OVERBUILDS

     Subject to the Alliances' rights as set forth in Section 14.2,
nothing in this Agreement shall prohibit Horizon's right to construct and launch
(at its own cost) its own  network in the  Markets by using FCC  licenses  other
than the Licenses.

8.   LICENSES

8.1  GENERAL

     The  Alliances  represent  that one of the  Alliances is the sole holder of
each of the Licenses.  During the term of this  Agreement,  the Alliances  agree
that  they  will  comply  in all  material  respects  with  all  FCC  rules  and
regulations regarding the Licenses and will use their reasonable best efforts to
maintain  such  Licenses  and to refrain  from any action or inaction  which may
result in the  revocation  or other loss of the  Licenses.  The  Alliances  will
provide  Horizon  with any and all notices  from the FCC which could  materially
affect the Alliances' ownership of the Licenses, the provision of PCS Service to
Horizon  or  the  Alliances'  performance  of any  other  material  covenant  or
obligation  in this  Agreement.  The  Alliances  represent  and warrant that the
Licenses  are in full force and effect and are not  subject to any  petition  to
deny or petition for  reconsideration and that no other party holds any interest
of any nature with regard to the Licenses, other than security interests held by
senior  secured  lenders to the  Alliances or by the FCC or its agents.  Horizon
agrees to use commercially  reasonable efforts not to take any action that would


                                       13
<PAGE>

jeopardize the  Alliances',  or another  License  holder's,  ability to hold the
Licenses without penalty.

8.2  RENEWALS

     The  Alliances  agree that they will use their  reasonable  best efforts to
obtain  renewals of the  Licenses  throughout  the term of this  Agreement  and,
specifically,   will  file  all  required  applications  for  renewal  and  will
diligently and promptly  pursue such renewal  applications  unless the Alliances
reasonably  determine  that the FCC has imposed such burdens upon the renewal of
the Licenses that it is not commercially  reasonable to renew such Licenses.  In
the event the  Alliances  determine  that it is not  commercially  reasonable to
renew such  Licenses,  the Alliances  shall give Horizon  written notice of such
determination  no later than 150 days prior to the expiration of the term of the
Licenses  (or any  renewal  term);  provided,  however,  that in the  event  the
Alliances shall have determined to assign this Agreement, in accordance with the
provisions  of Section  17.2,  with  respect  to a Market  for which  there is a
License as to which a notice of non-renewal has been given,  the Alliances shall
have the right to withdraw  such notice and pursue the  transfer of such License
to the  proposed  assignee.  To exercise  such right,  the  Alliances  must give
written  notice to Horizon  prior to sixtieth day before the  expiration  of the
License,  and the Alliances must provide  Horizon with  satisfactory  assurances
that the transfer of such License is reasonably likely to be approved by the FCC
with the result that Horizon would not experience an  interruption of service in
such Market.  In the event the Alliances  give a  non-renewal  notice and do not
withdraw such notice as provided above, Horizon may, at its option, give written
notice,  no later than 60 days prior to the  expiration of the Licenses,  to the
Alliances  that the  Alliances  must file an  application  for FCC  approval  to
transfer the Licenses from the Alliances to Horizon or one of its Affiliates and
that the Alliances must reasonably cooperate with Horizon to pursue the transfer
and renewal of the  Licenses.  To the extent  permitted by law, the parties will
use their  reasonable  efforts to avoid the public  disclosure  of such  filing.
Horizon agrees to promptly  reimburse the Alliances for the reasonable legal and
other costs  associated  with the  development,  filing and  prosecution of such
application  and the  cooperation  in pursuing the renewal.  If the FCC approves
such application for transfer,  then, upon Horizon's request, the Alliances will
transfer the Licenses (for no  consideration)  to Horizon or its Affiliate prior
to the License expiration, and Horizon shall be responsible for any renewal fees
required by the FCC.  Notwithstanding  the foregoing,  in the event that (a) the
Alliances  withdraw a notice of non-renewal  (as provided in the second sentence
of this  Section)  and (b) the  Alliances  receive a bona fide offer to purchase
such  Licenses  from a third  party,  the  Alliances  will deliver such offer to
Horizon,  and Horizon  will have the right to purchase  such  Licenses,  for the
price and on the terms  and  conditions  set  forth in the  offer.  Horizon  may
exercise such right by giving written notice to the Alliances within 10 business
days of Horizon's receipt of such offer.

9.   AUDIT

9.1  GENERAL

     Each party will maintain  complete and accurate  records during the term of
this  Agreement  and for 12 months  following  conclusion  or  expiration of all


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<PAGE>

post-agreement  payment  obligations  of all  parties  in a  consistent  form to
substantiate  the monetary  payments and reporting and other  obligations of one
party to the other party under this  Agreement.  Each party may, upon reasonable
prior written notice,  conduct during the other party's regular  business hours,
and in accordance  with  applicable  law and reasonable  security  requirements,
audits of those records.  Each party may seek a general audit of the other party
no more than once  every 12 months.  In  addition,  each party may seek  limited
specific audits of specific disputed payment and reporting obligations,  no more
than once every 3 months.  These  audit  rights  will  survive  until the period
ending  12 months  following  conclusion  or  expiration  of all  post-agreement
payment obligations of all parties under this Agreement. During the term of this
Agreement,  the  Alliances  hereby  grant  reasonable  access to Horizon and its
representatives to review and inspect the Alliances' Network,  including without
limitation individual cell sites and the switch location,  provided that Horizon
provides  reasonable  advance  notice to the  Alliances.  During such review and
inspection,  Horizon may elect to be  accompanied by  representatives  of Sprint
PCS.

9.2  PROCEDURE

     Audits will be conducted in accordance with the following restrictions: (a)
the  audit  may be  conducted  by  employees  of the  auditing  party  and/or by
third-party  representatives,  (b) the audited  party may  require the  auditing
party's  employee to conduct the audit on the premises of the audited party, (c)
the  audited  party will have the right to have an  employee  or  representative
present  at all times  during the audit,  (d) the  auditing  party will not have
direct access to the audited party's  computer  database  without the consent of
the audited party, and will be entitled to review only those specific records of
the audited party  directly  related to the monetary  obligations of the audited
party under this  Agreement,  (e) the  auditing  party will  provide  reasonable
advance  notice  of the  audit,  the  audit  will  be  scheduled  at a  mutually
acceptable time, and the parties will avoid, to the extent reasonably practical,
scheduling  such  audit in the months of  January  or  February.  Subject to the
restrictions  set forth above,  the audited party will cooperate  fully with the
auditing party.  All reasonable fees and costs incurred  (including a reasonable
charge for the services of any employee of the audited party  directly  involved
in the audit) by either  party in  connection  with those audits will be paid by
the auditing party. The audited party will have the right to have the results of
any audit  reviewed by the audited  party's  internal  auditing  staff or by the
audited party's independent  accountants who then audit the financial statements
of the  audited  party  ("Independent  Auditors").  The cost of an  internal  or
Independent  Auditors'  review will be borne by the audited  party.  The audited
party must use its commercially  reasonable  efforts to immediately  correct any
material deficiencies related to performance uncovered by an audit.

10.  WARRANTIES.

     Except as  otherwise  provided in this  agreement,  the  Alliances  make no
warranties, express or implied, regarding the PCS Service or, if applicable, any
equipment,  including  any  warranties  of  merchantability  or  fitness  for  a
particular  purpose.  The Alliances do not authorize anyone to make any warranty
on their  behalf,  and Horizon  should not rely on any such  statement.  Horizon
expressly  acknowledges  that  the  Alliances  are not the  manufacturer  of any
equipment.

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<PAGE>

11.  TRADE NAME, TRADE MARKS AND SERVICE MARKS

11.1 THE ALLIANCES' RIGHTS

     Horizon recognizes the right, title and interest of the Alliances in and to
all service marks, trademarks, trade names, trade dress, logos and other indicia
of origin used in connection with the service and products sold by the Alliances
(collectively,   the  "Alliances'  Marks").  Horizon  will  not  engage  in  any
activities or commit any acts, directly or indirectly, that contest, dispute, or
otherwise  impair,  or that may contest,  dispute or otherwise impair the right,
title or interest of the Alliances therein. Horizon acknowledges and agrees that
nothing in this Agreement  grants to Horizon the right to use and Horizon agrees
that it will not use any of the Alliances' Marks or any service mark, trademark,
trade name,  trade dress,  logos and other indicia of origin that is confusingly
similar to or a colorable  imitation of any of the Alliances  Marks and will not
incorporate the Alliances' Marks into service mark, trademark, trade name, trade
dress,  logos and other indicia of origin used or developed by Horizon.  Horizon
does not acquire or claim any right,  title or interest in or to the  Alliances'
Marks  through  purchase of PCS Service or  Products,  the  provision of Private
Label Service or otherwise.

11.2 HORIZON'S RIGHTS

     The Alliances  recognize  the right,  title and interest of Horizon and its
Affiliates in and to all service marks,  trademarks,  trade names,  trade dress,
logos and other  indicia  of origin  used in  connection  with the  service  and
products sold by Horizon and its Affiliates, including without limitation Sprint
PCS marks or other marks which Horizon is permitted by use under the  Management
Agreement (collectively,  the "Horizon Marks"). The Alliances will not engage in
any  activities  or commit  any acts,  directly  or  indirectly,  that  contest,
dispute,  or otherwise impair, or that may contest,  dispute or otherwise impair
the  right,  title or  interest  of  Horizon  and its  Affiliates  therein.  The
Alliances  acknowledge  and agree that nothing in this  Agreement  grants to the
Alliances  the right to use and the  Alliances  agree that they will not use any
Horizon Mark or any service mark, trademark,  trade name, trade dress, logos, or
other indicia of origin that is confusingly  similar to or a colorable imitation
of any of the Horizon Marks and will not  incorporate the Horizon Marks any into
any service mark, trademark, trade name, trade dress, logos, or other indicia of
origin,  used or developed  by the  Alliances.  The  Alliances do not acquire or
claim any right,  title or  interest  in or to the  Horizon  Marks  through  the
provision of PCS Service or products or otherwise.

11.3 REMEDIES FOR VIOLATIONS

     If either  party  violates or  threatens  to violate  Section 11, the other
party may exercise any right or remedy under this  Agreement and any other right
or remedy  that it may have (now or  hereafter  existing)  at law,  in equity or
under  statute;  provided,  however,  that such rights and remedies  will not be
subject to the  limitations  set forth in Section  13.2.  The parties agree that
damages for violations of Section 11 may be difficult to ascertain or inadequate
and that if either party violates or threatens to violate  Section 11, the other
party may suffer  irreparable  harm and therefore may seek injunctive  relief in
addition to any other right or remedy under this  Agreement  and any other right
or remedy  that it may have (now or  hereafter  existing)  at law,  in equity or


                                       16
<PAGE>

under statute.  The party that violates or threatens to violate  Section 11 will
not raise the defense of an adequate remedy at law.

11.4 MARKETING OF PCS SERVICES

     Each party agrees that,  in the course of its  marketing,  advertising  and
solicitation  efforts  directed to existing  or  potential  Horizon End Users or
Alliances'  Customers,  it will use its reasonable  efforts not to disclose that
the Alliances provide the Alliances' Network and platform in the Markets for the
offering of PCS Services by Horizon pursuant to this Agreement, except in direct
response to an  unsolicited  and specific  inquiry from an existing or potential
customer  regarding  the ownership of the network used by Horizon to provide PCS
Services.

12.  INSURANCE

12.1 HORIZON INSURANCE

     Horizon  must,  during the term of this  Agreement and at its sole expense,
obtain  and keep in force,  the  following  insurance:  (a)  Commercial  General
Liability Coverage,  including personal injury, bodily injury,  property damage,
operations hazard,  independent contractor coverage,  contractual liability, and
products and completed operations liability,  in limits not less than $3,000,000
for each occurrence  (combined  single limit),  with Horizon named as insured in
the policy and the Alliances named as additional  insured in the policy; and (b)
Worker's Compensation and Employer's Liability insurance. All required insurance
policies must be taken out with reputable national insurers that are licensed to
do business in the jurisdictions where Horizon is doing business. Horizon agrees
that certificates of insurance will be delivered to the Alliances within 15 days
of the Effective  Date. All policies must contain an undertaking by the insurers
to notify the  Alliances  in writing not less than 30 days  before any  material
change,  reduction in coverage,  cancellation,  or termination of the insurance.
The provision of insurance  required in this  Agreement will not be construed to
limit or otherwise affect the liability of Horizon to the Alliances.

12.2 THE ALLIANCES' INSURANCE

     The  Alliances  must,  during the term of this  Agreement and at their sole
expense,  obtain and keep in force,  the  following  insurance:  (a)  Commercial
General Liability Coverage,  including personal injury, bodily injury,  property
damage,   operations  hazard,   independent  contractor  coverage,   contractual
liability,  and products and completed operations liability,  in limits not less
than $3,000,000 for each occurrence  (combined single limit), with the Alliances
named as insured in the policy and Horizon  named as  additional  insured in the
policy; and (b) Worker's  Compensation and Employer's Liability  insurance.  All
required  insurance  policies must be taken out with reputable national insurers
that are licensed to do business in the  jurisdictions  where the  Alliances are
doing  business.  The Alliances  agree that  certificates  of insurance  will be
delivered to Horizon  within 15 days of the  Effective  Date.  All policies must
contain an  undertaking  by the  insurers to notify  Horizon in writing not less
than 30 days before any material change, reduction in coverage, cancellation, or
termination  of the  insurance.  The  provision  of  insurance  required in this


                                       17
<PAGE>

Agreement  will not be construed to limit or otherwise  affect the  liability of
the Alliances to Horizon.

13.  INDEMNIFICATION; LIMITATION OF LIABILITY

13.1 INDEMNIFICATION

     Subject  to the  limitations  set  forth  in  Section  13.2,  a party  (the
"Indemnitor") agrees to indemnify,  defend and hold harmless the other party and
its directors,  officers,  employees, agents, successors and assigns (separately
and collectively,  the "Indemnitee")  from and against any liabilities,  claims,
demands,  losses,  damages, costs and expenses,  including reasonable attorneys'
fees incurred or suffered by the Indemnitee,  arising out of (a) a breach by the
Indemnitor of any covenant,  representation or agreement in this Agreement,  (b)
an act or omission of the Indemnitor in the  performance or  non-performance  of
its  obligations  under this  Agreement,  (c) property damage or personal injury
which may be  assessed  against or  incurred  by the  Indemnitee  relating to or
arising out of any negligent,  grossly  negligent or  intentional  misconduct or
omission  of the  Indemnitor  or its  directors,  officers,  employees,  agents,
successors and assigns in connection with the provision or use of services under
this Agreement or (d) the violation by the Indemnitor of any law,  regulation or
ordinance  applicable to the Indemnitor;  provided,  however,  that this Section
13.1 shall not be applicable to a service  outage which is otherwise  covered by
Section  6.5  or  a  termination  by  Horizon  pursuant  to  Section  14.3  or a
termination  by the  Alliances  in which the  Alliances  are entitled to damages
pursuant to Section  14.6.  This Section 13.1 is subject to the  indemnification
procedures set forth in Schedule 13.1.

13.2 LIMITATION OF LIABILITY

     EXCEPT FOR RIGHTS AND REMEDIES SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT,
NEITHER  PARTY  SHALL BE  LIABLE  TO THE  OTHER  FOR ANY  INDIRECT,  INCIDENTAL,
SPECIAL,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES AS A RESULT OF THE  PERFORMANCE OR
NON-PERFORMANCE  OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT,  ITS ACTS OR
OMISSIONS RELATED TO THIS AGREEMENT OR ITS USE OF THE PCS SERVICES.

14.  BREACH, REMEDIES AND EARLY TERMINATION OF THE AGREEMENT

14.1 BREACH

     An event of default (an "Event of Default") shall occur if a party:

     (i)  falls to make a payment of money when due, which failure continues for
          more than 10 business  days after  receipt of written  notice from the
          other party;

     (ii) falls to comply  with any  other  material  representation,  warranty,
          obligation  or covenant set forth in this  Agreement  (which shall not
          include a determination by the Alliances not to upgrade the Alliances'
          Network  pursuant  to  a  Sprint  PCS-  required  amendment  regarding
          Sections 7.4.1 and 7.4.2 or the  Specifications  set forth in Schedule


                                       18
<PAGE>

          7.4.1, which shall be governed by Section 14.3 hereof),  which failure
          either (A)  continues  for a period of more than 60  consecutive  days
          after receipt of written notice from the nonbreaching party specifying
          the breach or (B) is of a nature to require  more than 60  consecutive
          days (after receipt of notice from the  nonbreaching  party specifying
          the  breach)  to cure  and  continues  for a period  of more  than the
          shorter  of (x) 120  consecutive  days or (y)  the  period  reasonably
          required  to cure;  except  that  this  extended  cure  period is only
          available if the breaching party diligently works towards a cure;

     (iii)fails  to  comply  with  Section  11,  if that  failure  is not  cured
          promptly  upon  receipt of notice from the party  owning or  enforcing
          that mark or in case of the repeated  violations  after receipt of the
          notice on one occasion;

     (iv) ceases to do business as a going concern;

     (v)  is unable or admits its inability to pay its debts as they become due;
          or

     (vi) institutes  a  voluntary  proceeding,  or  becomes  the  subject of an
          involuntary  proceeding which involuntary  proceeding is not dismissed
          within 60 days,  under any bankruptcy  act,  insolvency law or any law
          for the  relief of  debtors,  has a receiver  appointed  for the party
          which appointment is not dismissed,  vacated or stayed within 60 days,
          or executes a general assignment for the benefit of creditors.

     Upon the occurrence of an Event of Default,  the  non-breaching  party may,
upon written  notice to the breaching  party,  terminate  this  Agreement in its
entirety or with respect to one or more Markets,  depending on the nature of the
breach,  and,  subject to the limitations set forth in Section 13.2,  pursue any
other right or remedy under this  Agreement,  or at law or in equity,  provided,
however,  that in the event  Horizon  elects the  remedies  set forth in Section
14.4.1 or in the event that the Alliances are entitled to the remedies set forth
in Section 14.6,  such remedies  shall be the exclusive  monetary  remedies with
respect to such terminations;  further provided that in the event Horizon elects
to terminate this Agreement with respect to one or more Markets pursuant to this
Section 14.1, any damages received by Horizon shall be net of any Outage Credits
received  within the ninety day period  prior to the  delivery  of such  written
notice.  Termination  of this  Agreement  for any cause does not release  either
party from any liability which, at the time of termination,  has already accrued
to the other party,  or which may accrue in respect of any act or omission prior
to termination or from any obligation  which is expressly  stated to survive the
termination.  Horizon will remain  responsible for its obligations to its agents
and Horizon End Users.

14.2 EARLY TERMINATION BY THE ALLIANCES

     The  Alliances  may terminate  this  Agreement  with respect to one or more
Markets in the event that, with respect to such Market(s),  Horizon,  Sprint PCS
or a Sprint PCS  Manager  constructs  and  commercially  launches  PCS  Services
through a PCS network that overlaps the Alliances'  coverage in such  Market(s);
provided,  however,  that (a) this termination  right shall not be applicable to


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                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

any  Horizon  build-outs  which are  pursuant  to Section  7.4.4;  and (b) a PCS
network constructed and commercially launched by Horizon, Sprint PCS or a Sprint
PCS  Manager  may,  to the extent  permitted  by  applicable  law,  overlap  the
Alliance's  coverage to a de minimus  extent as  necessary to provide a seamless
handoff  between  such  coverage  areas.  In any event,  Horizon must notify the
Alliances in writing as soon as practical  prior to commencement of construction
as  contemplated  in this Section 14.2,  with such  notification  to include its
proposed  construction  plans and  launch  date for  commercial  service.  After
receipt of Horizon's notice,  the Alliances may elect such termination right (to
be effective upon the commercial launch of such service) by giving prior written
notice to Horizon.  With respect to the Market(s)  subject to such  termination,
the Alliances shall not be obligated to meet any new  Specifications  introduced
after the notification of the commencement of such  construction with respect to
such Market(s).  If, after Horizon notifies the Alliances of the commencement of
such construction,  an Event of Default occurs in connection with the Alliances'
performance  under this  Agreement  with  respect to the  terminated  Market(s),
Horizon shall not have the rights and remedies set forth in Section 14.4.1,  but
shall be entitled to seek  damages and  indemnification,  without  regard to the
limitations set forth in Section 13.2.

14.3 EARLY TERMINATION BY HORIZON

     In addition to the  termination  rights set forth in Section 14.1,  Horizon
may  terminate  this  Agreement  in its  entirety or with respect to one or more
Markets  in the  event  that,  pursuant  to  Sections  7.4.1  and  7.4.2 and the
Specifications set forth in Schedule 7.4.1,  Horizon requests that the Alliances
upgrade the Alliances' Network with respect to such Markets on the same basis on
which  Horizon is required  to upgrade its network  pursuant to the terms of the
Management  Agreement,  and in the event that the Alliances  notify Horizon that
they will not make such upgrade,  or the Alliances  fail to diligently  commence
the  development of such upgrade in a reasonable  period of time,  provided that
Horizon  diligently  commences  with  development  of  such  upgrade  on its own
networks for  completion  within the period of time  requested of the Alliances,
such that the Alliances' ultimate  compliance with the new upgrade  requirements
is at least  equal to  Horizon's  ultimate  compliance.  Horizon  may elect such
termination right by giving 90 days prior written notice to the Alliances.

14.4 HORIZON'S RIGHTS

14.4.1 TERMINATION DUE TO BREACH BY ALLIANCE

     In the event that Horizon terminates this Agreement in its entirety or with
respect to one or more Markets  pursuant to Section 14.1 (other than pursuant to
subsection  (iv)  thereof),  Horizon  may,  with respect to each Market which is
subject to such termination, elect to continue to use the Alliances' Network for
up to 36 months  after such  termination  and to  continue  to  receive  the PCS
Service at the following  discounts off of all of the pricing terms set forth on
Schedule  2 (as in  effect  on the  date of  termination,  or if an  arbitration
proceeding is pending pursuant to Section 6.6 as of the date of termination, the
pricing terms upon which the discounts apply shall be those determined  pursuant
to  arbitration):  a) [***],  [***], and [***]  respectively,  for successive 12
month  periods  if  such  termination  occurs  within  the  first  year  of this
Agreement; (b)


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

[***],  [***], and [***]  respectively,  for successive 12 month periods if such
termination occurs within the second year of this Agreement;  (c) [***],  [***],
and [***],  respectively,  for  successive 12 month periods if such  termination
occurs  within the third year of this  Agreement;  (d) [***],  [***],  and [***]
respectively,  for successive 12 month periods if such termination occurs within
the fourth year of this Agreement; (e) [***], [***], and [***] respectively, for
successive 12 month periods if such termination  occurs within the fifth year of
this Agreement;  and ((f) [***] for a 36 month period if such termination
occurs after the fifth anniversary of this Agreement.

14.4.2  TERMINATION  DUE  TO  ALLIANCE   NON-COMPLIANCE   WITH  NETWORK  UPGRADE
     REQUIREMENTS

     Except as provided for in Section  14.4.3 below,  in the event that Horizon
terminates this Agreement in its entirety or with respect to one or more Markets
pursuant to Section  14.3,  Horizon  may,  with  respect to each Market which is
subject to such termination, elect to continue to use the Alliances' Network for
up to 36 months  after such  termination  and to  continue  to  receive  the PCS
Service at the following  discounts off of all of the pricing terms set forth on
Schedule  2 (as in  effect  on the  date of  termination,  or if an  arbitration
proceeding is pending pursuant to Section 6.6 as of the date of termination, the
pricing terms upon which the discounts apply shall be those determined  pursuant
to arbitration):  (a) [***], [***], and [***],  respectively,  for successive 12
month periods if such termination occurs within the first year of the Agreement;
(b) [***],  [***], and [***],  respectively,  for successive 12 month periods if
such  termination  occurs  within the second year of the  Agreement;  (c) [***],
[***],  and  [***],  respectively,  for  successive  12  month  periods  if such
termination occurs within the third year of the Agreement;  (d) [***], [***] and
[***], respectively,  for successive 12 month periods if such termination occurs
within  the  fourth  year  of  the  Agreement;  (e)  [***],  [***],  and  [***],
respectively,  for successive 12 month periods if such termination occurs within
the fifth year of the  Agreement;  and  (f)[***]  for a 36 month  period if such
termination occurs after the fifth anniversary of the Agreement.

14.4.3 EXTRAORDINARY NETWORK UPGRADES

     For purposes of this  Section,  Extraordinary  Network  Upgrades  shall (a)
include network  upgrades which are generally  required to assure  continuity or
seamless  functionality  between  the  Alliances'  Network and the Sprint PCS or
Horizon  networks  and which  will  require  costs in  excess of any  offsetting
benefit  to be  realized  by the  Alliances  (including,  but  not  limited  to,
replacing  the  switching  or  other  network  hardware  or  software  from  the
Alliance's  preferred vendor with the hardware or software of a different vendor
preferred by Horizon or Sprint, changing the air interface protocol from CDMA to
TDMA,  GSM or a  different  protocol,  converting  to  Third  Generation  ("3G")
technology  significantly  in advance of the Alliance's  time frame to do so, or
introducing a Sprint or Horizon proprietary  technology) and (b) exclude network
upgrades  necessary  to satisfy  capacity  or volume  requirements,  implement a
routine system version  release on an existing  platform,  or implement  network
upgrades  specifically  identified  and  delineated  in  this  Agreement  or the
attachments hereto as of the execution date of this Agreement.



                                       21
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

     In the event that Horizon  terminates  this  Agreement  pursuant to Section
14.3, and the requested  network upgrade  constitutes an  Extraordinary  Network
Upgrade,  then the  provisions set forth in this Section 14.4.3 shall apply upon
termination by Horizon. Specifically, in such event that Horizon terminates this
Agreement in its entirety or with respect to one or more  Markets,  Horizon may,
with  respect to each  Market  which is subject  to such  termination,  elect to
continue  to  use  the  Alliance's  Network  for  up to  36  months  after  such
termination  and to  continue  to  receive  the  PCS  Service  at the  following
discounts  off of all of the pricing terms set forth on Schedule 2 (as in effect
on the date of termination,  or if an arbitration proceeding is pending pursuant
to Section 6.6 as of the date of  termination,  the pricing terms upon which the
discounts apply shall be those determined  pursuant to arbitration):  (a) [***],
[***],  and  [***],  respectively,  for  successive  12  month  periods  if such
termination occurs within the first 5 years of the Agreement;  and (b) [***] for
a 36 month period if such termination  occurs after the fifth anniversary of the
Agreement.  Horizon agrees that, upon request by Alliances, Horizon will provide
the Alliances a reasonable  opportunity to propose,  before such  termination by
Horizon,  a commercially  reasonable  term,  volume,  or revenue  commitment (or
combination  thereof) to Horizon to align the costs and benefits of such network
upgrade,  and  Horizon  will use good faith  efforts  to review  the  Alliances'
proposal.

14.4.4 ROAMING AND COLLOCATION RIGHTS

     In addition to Horizon's rights set forth in Sections 14.4.1,  14.4.2,  and
14.4.3,  upon  termination  by Horizon  pursuant to Sections  14.1 or 14.3,  the
Alliances  will,  at Horizon's  option,  grant  Horizon the right to roam on the
Alliances'  Network at "most favored nation" roaming rates for three years, with
such  roaming  right to  commence  when  Horizon  ceases  to use the  Alliances'
Network. Horizon shall also have the additional right to collocate on all towers
owned by the Alliances  and/or by Virginia RSA6 (if, at that time,  the majority
owner or  controlling  entity of Virginia RSA6 is CFW or one of its  Affiliates)
based on commercially reasonable availability of tower space, and for the longer
of three years after the date of such termination or the end of the current term
of this Agreement,  the price for collocation  shall be set at [***] of the fair
market value of the collocation  rights for similar  towers.  If improvements to
the Alliances' towers are required to support collocation by Horizon as provided
for in  this  Section,  Horizon  will  fully  reimburse  the  Alliances  for all
reasonable costs of making such improvements,  and collocation fees shall be set
based on mutually acceptable prices, terms and conditions.

14.5 PHASE-OUT PERIOD

     Upon expiration of this Agreement pursuant to Section 3, the Alliances,  at
Horizon's  request,  will  continue  to  provide  PCS  Service to Horizon in the
terminated  Market(s) for a phase-out period of up to 365 days (as determined by
Horizon) after the effective termination date. During the phase-out period, such
PCS Service  provided by the  Alliances to Horizon in the Markets shall be based
upon commercially  reasonable prices, terms, and conditions which are comparable
to those  prices,  terms,  and  conditions  which the  Alliances  offer to other
wholesale  Alliances'  Customers.  At  the  end  of the  phase-out  period,  the
Alliances may  terminate  PCS Service to Horizon at that time without  incurring
any liability.

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<PAGE>

14.6 ALLIANCES' RIGHTS

14.6.1 TERMINATION OF SERVICE

     Upon  termination  of this  Agreement  by Alliances in its entirety or with
respect to a specific  Market(s)  pursuant to Section  14.1 because of a Horizon
Event of Default or Section 14.2, the Alliances will have no further  obligation
to provide PCS Service to Horizon in the terminated  Market(s).  Notwithstanding
the  foregoing,  in the  event  that (a)  within  fifteen  business  days of the
termination  of  service,  Sprint  PCS cures the  outstanding  Events of Default
(including,  without  limitation  the payment of all past due amounts under this
Agreement),  and (b) all  continuing  required  payments  are made when due, the
Alliances  agree to reinstitute the PCS Service (upon such cure) for a phase-out
period of 90 days. During such phase-out period,  Sprint PCS may elect to assume
and reinstate this Agreement  (other than with respect to Horizon's  obligations
under  Section  15,  which will  continue to be binding on  Horizon),  by giving
written  notice to the  Alliances,  which notice will include an  undertaking by
Sprint PCS to assume and be bound by the terms and conditions of the Agreement.

14.6.2 RIGHT TO DAMAGES

14.6.2.1 TERMINATION PURSUANT TO SECTION 14.1

     In the event  that the  Alliances  make a binding  commitment  to pay for a
network upgrade or construction which is expressly required by Horizon or Sprint
PCS to be applicable to only a specific Market, and in the event that, within 24
months after such commitment, such Market is terminated pursuant to Section 14.1
because  of a Horizon  Event of  Default,  the  Alliances  will be  entitled  to
damages, with respect to such Market, from Horizon in an amount equal to (a) the
actual costs incurred by the Alliances in  implementing  the network  upgrade or
construction  with  respect to such  terminated  Market,  minus (b) the economic
benefits  derived  by the  Alliances  with  respect to such  network  upgrade or
construction  prior to the  termination  of this  Agreement with respect to such
terminated  Market and the  reasonably  expected  economic  benefits (in present
value terms) from such network  upgrade or  construction to be derived after the
termination of this  Agreement  with respect to the Alliances'  Customer base in
such terminated Market.

     In the event  that the  Alliances  make a binding  commitment  to pay for a
network upgrade or construction which is expressly required by Horizon or Sprint
PCS and which  affects  more  than one of the  Markets,  and in the event  that,
within  24  months  after  such  commitment,  one or more of  such  Markets  are
terminated  pursuant to Section 14.1 because of a Horizon Event of Default,  the
Alliances will be entitled to damages from Horizon in an amount equal to (a) the
pro rata actual  costs  incurred by the  Alliances in  implementing  the network
upgrade or construction with respect to such terminated Market(s), minus (b) the
economic benefits derived by the Alliances with respect to such network upgrades
or construction  prior to the termination of this Agreement with respect to such
terminated  Market(s) and the reasonably  expected economic benefits (in present
value terms) of such network  upgrades or  construction  to be derived after the
termination of this  Agreement  with respect to the Alliances'  Customer base in
such terminated Markets.

                                       23
<PAGE>

14.6.2.2 TERMINATION PURSUANT TO SECTION 14.2

     In the event  that the  Alliances  make a binding  commitment  to pay for a
network upgrade or construction which is expressly required by Horizon or Sprint
PCS to be applicable to only a specific Market, and in the event that, within 24
months  after  such  commitment,  one or  more of such  Markets  are  terminated
pursuant to Section  14.2,  the  Alliances  will be  entitled  to damages,  with
respect to such terminated  Markets,  from Horizon in an amount equal to (a) the
actual costs incurred by the Alliances in  implementing  the network  upgrade or
construction  with  respect to the  terminated  Market,  minus (b) the  economic
benefits  derived  by the  Alliances  with  respect to such  network  upgrade or
construction  prior to the  termination  of this  Agreement  with respect to the
terminated  Market and the  reasonably  expected  economic  benefits (in present
value terms) of such network  upgrade or  construction  to be derived  after the
termination of this Agreement with respect to the Alliances' Customer base.

     In the event  that the  Alliances  make a binding  commitment  to pay for a
network upgrade or construction which is expressly required by Horizon or Sprint
PCS and which  affects  more  than one of the  Markets,  and in the event  that,
within 24 months after such commitment, a termination occurs pursuant to Section
14.2 with  respect to one or more Markets (the  "Terminated  Markets")  and such
Terminated  Markets  cover  (together  with all other  Markets  which  have been
terminated  pursuant  to  Sections  14.1 and 14.2) at least  50% of the  Markets
covered  by this  Agreement  at the  time of the  first  such  termination,  the
Alliances will be entitled to damages,  with respect to such Terminated Markets,
from Horizon in an amount equal to (a) the pro rata actual costs incurred by the
Alliances in implementing the network  upgrades or construction  with respect to
such  Terminated  Markets,  minus  (b)  the  economic  benefits  derived  by the
Alliances  with respect to such network  upgrades or  construction  prior to the
termination of this Agreement  with respect to such  Terminated  Markets and the
reasonably  expected  economic benefits (in present value terms) of such network
upgrades or  construction  to be derived after the termination of this Agreement
with respect to the Alliances' Customer base in such Terminated Markets.

14.7 MITIGATION

     Each party agrees to use  commercially  reasonable  efforts to mitigate the
damages  which  would be  payable  pursuant  to this  Section  14,  through  the
negotiation of cancellation fees or otherwise.

15.  RESALE SERVICES TO THE ALLIANCES

15.1

     Horizon  agrees to provide  wholesale PCS services to the Alliances and CFW
and its  wholly-owned  subsidiaries  (excluding  Virginia RSA6 Cellular  Limited
Partnership)  (collectively,  the  "Intelos  Entities"),  at the  request  of an
Intelos Entity, in the Portsmouth, OH BTA and the Parkersburg-Marietta,  OH BTA,
and in  Gallia  and  Greenup  Counties  in the  Huntington,  WV-Ashland,  KY BTA
(excluding  the single site in Greenup  County that is being  transferred  to WV
Alliance under the Asset Purchase Agreement, dated as of this date, between WV


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<PAGE>

Alliance  and  Horizon).  The PCS service to be provided by Horizon  shall be in
accordance with the  requirements of the Management  Agreement.  The pricing for
such  services  shall be the same as the standard  wholesale  price set forth on
Schedule 2, as adjusted from time to time in accordance with Section 6.6 of this
Agreement. The provision of such services shall be on the basis of the terms and
conditions of Sections 5.4,  5.5,  6.2,  6.3,  6.4,  6.5, 7.3,  7.4.4,  7.7 (and
Schedule  15.1 setting  forth  coverage  areas),  7.8, 9, 13, 14, 16, 17 and 18.
Horizon's  obligations  under this Section 15.1 shall extend for so long as this
Agreement is in effect with respect to any Market.

15.2

     Horizon  agrees to provide  PCS  service to the  Intelos  Entities,  at the
request of an Intelos Entity,  in the Chillicothe,  OH BTA, the Athens,  OH BTA,
and the Zanesville-Cambridge,  OH BTA. The PCS service to be provided by Horizon
shall be in accordance with the  requirements of the Management  Agreement.  The
pricing for such  services  shall be set forth on  Schedule 2, as adjusted  from
time to time in accordance with Section 6.6 of this Agreement.  The provision of
such services shall be on the basis of the terms and conditions of Sections 5.4,
5.5, 6.2, 6.3, 6.4, 6.5, 7.3, 9 13, 16, 17 and 18. Horizon's  obligations  under
this Section  15.2 shall extend for so long as this  Agreement is in effect with
respect to any Market.

15.3

     Horizon  agrees to provide PCS service to Virginia  RSA6  Cellular  Limited
Partnership  ("RSA6"),  at the request of RSA6, in the  Portsmouth,  OH BTA, the
Parkersburg-Marietta,   OH  BTA,  Gallia  and  Greenup   Counties   (within  the
Huntington,  WV-Ashland,  KY BTA), the Chillicothe,  OH BTA, the Athens, OH BTA,
and the Zanesville-Cambridge,  OH BTA. The PCS service to be provided by Horizon
shall be in accordance with the requirements of the Management  Agreement.  RSA6
agrees to provide  analog  cellular  service to Horizon  (excluding  Sprint PCS,
another  Sprint PCS  Manager,  a PCS  operator  who uses the Sprint PCS  service
marks, or any other third party), at Horizon's request, in the RSA6 service area
(including the Virginia cities of Harrisonburg,  Staunton,  and Waynesboro,  and
other served  communities  within the RSA6 service  area).  The pricing for such
services  provided for in this Section 15.3 shall be set forth on Schedule 2, as
adjusted from time to time in accordance with Section 6.6 of this Agreement. The
provision of such services  shall be on the basis of the terms and conditions of
Sections 5.4, 5.5, 6.3, 6.3, 6.4, 7.3, 9 and 18.

15.4 NEW MARKETS

     Horizon has included  the  Cumberland,  MD BTA, the Logan,  WV BTA, and the
Williamson/Pikeville,  WV BTA in the  Management  Agreement.  In the event  that
Horizon  elects to build  out any of these new  Markets  without  providing  the
Alliances  with  the  opportunity  to  build  the  Market  and to add it to this
Agreement,  Horizon  agrees that it will  provide PCS services in that Market to
Intelos  at the  then-current  standard  wholesale  price,  and  the  terms  and
conditions, set forth in Section 15.1. Horizon is under no obligation to provide


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<PAGE>

Intelos  with the  opportunity  to build out these new  Markets,  and Intelos is
under no obligation to agree to build-out these new Markets.

16.  CONFIDENTIALITY

16.1 RESTRICTION

     Each party  agrees that it will not disclose  any  Proprietary  Information
received  from the other party except as expressly  provided in this  Agreement.
Each party agrees to use the  Proprietary  Information  received  from the other
party only for the purpose of this Agreement.  No other rights, and particularly
licenses,  to  trademarks,   inventions,   copyrights,  patents,  or  any  other
intellectual  property  rights are implied or granted under this Agreement or by
the  conveying  of  Proprietary  Information  between the  parties.  Proprietary
Information  means all information a party discloses to the other party which is
marked "Confidential", "Restricted", "Proprietary", or with some similar writing
indicating  the  disclosing  party  considers  the disclosed  information  to be
proprietary. Notwithstanding the foregoing, Horizon shall have the right to make
disclosures to (a) Sprint PCS, to the extent reasonably related to the terms and
conditions of the Management  Agreement,  (b) the RTFC, to the extent reasonably
related to the debt financing provided to Horizon by the RTFC, and (c) Horizon's
network  infrastructure  equipment vendor(s) to the extent reasonably related to
compliance with network  requirements and debt financing or guarantees  provided
by  such   vendor(s),   provided   that  such  persons  agree  to  maintain  the
confidentiality  of the Proprietary  Information in accordance with the terms of
this Agreement.  The Alliances  shall have the right to make  disclosures to (a)
Sprint PCS, (b) the RTFC or other lenders,  to the extent reasonably  related to
the debt financing  provided to the Alliances by the RTFC or other lenders,  and
(c) the Alliances' network  infrastructure  equipment  vendor(s),  to the extent
reasonably   related  to  compliance   with  Sprint  PCS  and  Horizon   network
requirements  and debt  financing  or  guarantees  provided  by such  vendor(s),
provided  that  such  persons  agree  to  maintain  the  confidentiality  of the
Proprietary Information in accordance with the terms of this Agreement.

16.2 CARE

     The  receiving  party must  provide  the same care to avoid  disclosure  or
unauthorized  use of the  Proprietary  Information as it provides to protect its
own  similar  proprietary  information.  All  Proprietary  Information  must  be
retained by the  receiving  party in a secure place with access  limited to only
those of the  receiving  party's  employees  or  lenders  who need to know  that
information  for  purposes  of  this  Agreement  and  to  third  parties  as the
disclosing  party  has  consented  to by  prior  written  approval.  Proprietary
Information  supplied is not to be  reproduced in any form except as required to
accomplish the intent of this Agreement.

16.3 RETURN

     All Proprietary Information, unless otherwise specified in writing, must be
returned to the disclosing  party or destroyed after the receiving  party's need
for it has expired or upon request of the disclosing  party,  and, in any event,
within  10  days  of  termination  of  this  Agreement.  At the  request  of the
disclosing  party,  the receiving party will furnish a certificate of an officer


                                       26
<PAGE>

of the receiving party certifying that  Proprietary  Information not returned to
disclosing party has been destroyed.

16.4 LIMITATION

     The parties agree that the term "Proprietary  Information" does not include
information which:

     (a)  has been or may in the  future  be  published  or is now or may in the
          future be  otherwise  in the  public  domain  through  no fault of the
          receiving party;

     (b)  prior to disclosure  pursuant to this Agreement is properly within the
          legitimate possession of the receiving party;

     (c)  subsequent  to  disclosure  pursuant  to this  Agreement  is  lawfully
          received from a third party having rights in the  information  without
          restriction of the third party's right to disseminate  the information
          and without notice of any restriction against its further disclosure;

     (d)  is independently  developed by the receiving party through parties who
          have not had, either directly or indirectly, access to or knowledge of
          Proprietary Information; or

     (e)  is  obligated  to be  produced  under  order of a court  of  competent
          jurisdiction or other similar requirement of a governmental agency, so
          long as the party  required to disclose the  information  provides the
          other party with prior notice of the order or requirement.

16.5 RELIEF

     If either  party  violates or  threatens  to violate  Section 16, the other
party may exercise any right or remedy under this  Agreement and any other right
or remedy  that it may have (now or  hereafter  existing)  at law,  in equity or
under  statute.  The parties agree that damages for violations of Section 16 may
be difficult to ascertain  or  inadequate  and that if either party  violates or
threatens to violate Section 16, the other party may suffer irreparable harm and
therefore  may seek  injunctive  relief in addition to any other right or remedy
under  this  Agreement  and any other  right or remedy  that it may have (now or
hereafter existing) at law, in equity or under statute.  The party that violates
or  threatens  to violate  Section 16 will not raise the  defense of an adequate
remedy at law,  subject to the  limitations  set forth in Section  13.2. A party
must not disclose Proprietary  Information during the term of this Agreement and
for a period of 3 years from the date of termination of this Agreement.

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<PAGE>

17.  ASSIGNMENT

17.1 ASSIGNMENT BY HORIZON

     Subject to the  remainder  of this  Section,  Horizon  may not assign  this
Agreement,  without the Alliances' prior written consent,  which consent may not
be unreasonably  withheld or delayed.  Without  obtaining such consent,  Horizon
shall have the right to assign this  Agreement  to Sprint PCS (a) in  accordance
with the terms of the Assignment and Agreement,  dated as of this date,  between
Horizon  and  Sprint  PCS and (b)  upon the  expiration  or  termination  of the
Management  Agreement.  Without obtaining such consent,  Horizon may assign this
Agreement to an Affiliate in  connection  with the transfer of its Private Label
Service  business  to that  Affiliate,  provided  that  Horizon  guarantees  the
obligations  of such  Affiliate.  Without  obtaining  such consent,  Horizon may
collaterally  assign this Agreement as security to the Rural  Telephone  Finance
Cooperative  ("RTFC")  and to any  other  entity  which is or  becomes  a senior
secured lender to Horizon.  Without  obtaining such consent,  Horizon may assign
this Agreement  with respect to one or more Markets,  to the extent that Horizon
sells  all or  substantially  all of its  assets in such  Market(s)  and if such
purchaser  is or becomes a Sprint PCS Manager  with  respect to such  Market(s).
Horizon  will give the  Alliances  30 days  prior  written  notice  prior to any
assignment described in the preceding four sentences.

17.2 ASSIGNMENT BY THE ALLIANCES

     The Alliances may not assign this Agreement without Horizon's prior written
consent,  which  consent may not be  unreasonably  withheld or delayed.  Without
obtaining  such  consent,  the  Alliances  may assign  this  Agreement  to their
Affiliates  or one or more  owners  of the  Alliances.  Without  obtaining  such
consent, the Alliances may collaterally assign this Agreement as security to the
RTFC and to any other entity which is or becomes a senior  secured lender to the
Alliances.  Without  obtaining  such  consent,  the  Alliances  may assign  this
Agreement  with  respect  to one or  more  Markets  to the  purchaser  of all or
substantially  all of their assets in such Market(s);  provided,  however,  that
such exception from obtaining  Horizon's consent shall only be applicable to the
first four sales of assets in the Markets.  The  Alliances  will give Horizon 30
days prior  written  notice prior to any  assignment  described in the preceding
four sentences.

18.  GENERAL PROVISIONS

18.1 NOTICES AND INQUIRIES

     Except as  otherwise  provided,  all  notices  and  inquiries  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)
or sent by hand or  overnight  courier,  (with  acknowledgment  received  by the
courier), or by facsimile (with facsimile acknowledgment) addressed as follows:

If to Horizon:          Horizon Personal Communications, Inc.
                        68 E. Main Street
                        Chillicothe, OH 45601
                        Attn: William A. McKell

                                       28
<PAGE>

With a copy to:         Donald I. Hackney, Jr., Esq.
                        Arnall Golden & Gregory, LLP
                        Suite 2800
                        1201 W. Peachtree Street
                        Atlanta, GA 30309-3450

With a copy to:         Sprint Spectrum, L.P.
                        4900 Main St., 12th Floor
                        Kansas City, MO 64112
                        Attention: Chief Executive Officer

With a copy to:         Sprint Spectrum, L.P.
                        4900 Main St., 12th Floor
                        Kansas City, MO 64112
                        Attention: General Counsel

If to the Alliances,    Warren Catlett
or any other Intelos    CFW Communications Company
Entity or RSA6:         401 Spring Lane, Suite 300
                        Waynesboro, VA 22980

With a copy to:         David M. Carter, Esq.
                        Hunton & Williams
                        NationsBank Plaza, Suite 4100
                        600 Peachtree Street, NE
                        Atlanta, GA 30308-2216

With a copy to:         Sprint Spectrum, L.P.
                        4900 Main St., 12th Floor
                        Kansas City, MO 64112
                        Attention: Chief Executive Officer

With a copy to:         Sprint Spectrum, L.P.
                        4900 Main St., 12th Floor
                        Kansas City, MO 64112
                        Attention: General Counsel

     Any party may from time to time  specify a  different  address by notice to
the other  party.  Any  notice  will be deemed to be  delivered,  given,  and/or
received for all purposes as of the date so delivered.

                                       29
<PAGE>

18.2 CONSTRUCTION

     The  definitions in this  Agreement  apply equally to both the singular and
plural forms of the terms defined.  Whenever the context  requires,  any pronoun
includes  the  corresponding  masculine,  feminine and neuter  forms.  The words
"include",  "includes" and  "including"  are deemed to be followed by the phrase
"without limitation".  Unless the context otherwise requires,  any references to
any  agreement,  schedule  or exhibit or to any 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  this  Agreement   specifically  refers  to
"business"  days, any reference in this Agreement to a "day" or number of "days"
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 that
calendar day is not a business day for the  Alliances or Horizon then the action
or notice will be deferred until, or may be taken or given on, the next business
day. This Agreement will be construed  simply  according to its fair meaning and
not  strictly  for or  against  any  party.  No rule of  construction  requiring
interpretation against the draftsperson will apply in the interpretation of this
Agreement.

18.3 TIME

     Time is of the essence with respect to this Agreement.

18.4 INDEPENDENT CONTRACTORS

     The parties do not intend to create any agency, partnership,  joint venture
or  other   profit-sharing   arrangement,   landlord-tenant,   or  lessor-lessee
relationship,  or any relationship other than  seller-buyer.  Neither party will
represent itself as an agent or  representative  of the other, and neither party
shall have the right to contractually bind the other. Horizon will not represent
itself as a purchaser  of PCS Service in any way not  specifically  provided for
herein.  The staff employed or contracted for by the employing  party to perform
services in  connection  with this  Agreement are not employees or agents of the
other party and each party assumes full  responsibility  and liability for their
acts and  omissions,  including  compliance  by its staff  with this  Agreement,
applicable  federal,  state  and  local  laws,  regulations,   and  judicial  or
regulatory orders, and relevant industry  standards.  All staff will be employed
or contracted for at the employing  party's sole expense and the employing party
will be solely responsible for any and all employment  benefits and withholdings
issues,  including,  workers'  compensation,  disability benefits,  unemployment
insurance or withholding income taxes and social security.

18.5 SURVIVAL

     The  provisions  of  Sections  3.3,  9, 10,  11, 12, 13, 14, 15 and 16 will
survive the  termination of this  Agreement,  in addition to any other provision
that by its content is intended to survive  termination of this Agreement,  such
as most provisions during the phase-out period.

                                       30
<PAGE>

18.6 HEADINGS

     The  article  and  other  headings  contained  in  this  Agreement  are for
reference purposes only and are not intended to describe,  interpret, define, or
limit the scope,  extent,  or intent of this  Agreement or any provision of this
Agreement.

18.7 SEVERABILITY

     Every provision of this Agreement is intended to be severable.  If any term
or provision  of this  Agreement is illegal,  invalid or  unenforceable  for any
reason whatsoever, that term or provision will be enforced to the maximum extent
permissible  so as to effect  the  intent of the  parties,  and the  illegality,
invalidity or  unenforceability  will not affect the validity or legality of the
remainder of this  Agreement.  If necessary to effect the intent of the parties,
the parties will  negotiate in good faith to amend this Agreement to replace the
unenforceable  language with  enforceable  language which as closely as possible
reflects the intent.

18.8 GOVERNING LAW

     This  Agreement  will be governed by and construed in  accordance  with the
laws of the State of Georgia without giving effect to choice of law rules.

18.9 COUNTERPART EXECUTION

     This Agreement may be executed in any number of counterparts  with the same
effect as if each party had signed the same document.  All counterparts  will be
construed together and will constitute one agreement.

18.10 ENTIRE AGREEMENT; AMENDMENTS

     This Agreement, including the Schedules and Exhibits, sets forth the entire
agreement  and  understanding  between  the  parties as to the  subject  matters
covered therein and supersedes all prior agreements,  oral or written, and other
communications  between  the  parties  relating  to the  subject  matter of this
Agreement,  including  without  limitation  the  Interim  Agreement.  Except  as
otherwise  provided in this  Agreement,  no  amendment or  modification  of this
Agreement  will be valid or binding upon the parties  unless made in writing and
signed by the duly authorized representatives of both parties.

18.11 PARTIES IN INTEREST; LIMITATION ON RIGHTS OF OTHERS

     Except as otherwise provided in this Agreement, the terms of this Agreement
will be binding  upon and inure to the benefit of the  parties  hereto and their
permitted successors and assigns. Nothing in this Agreement,  whether express or
implied,  will be  construed to give any person other than the parties any legal
or equitable right, remedy or claim under or in respect of this Agreement or any
covenants, conditions or provisions contained in this Agreement.

                                       31
<PAGE>

18.12 WAIVERS; REMEDIES

     The  observance  of any  term  of  this  Agreement  may be  waived  (either
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 any party
in exercising any right under this  Agreement will operate as a waiver  thereof,
nor will any single or partial  exercise  of any right,  or any  abandonment  or
discontinuance  of steps to  enforce  the right,  preclude  any other or further
exercise thereof or the exercise of any other right.

18.13 FORCE MAJEURE

     If the performance of this Agreement is interfered with by any circumstance
beyond the reasonable  control of the party  affected,  including 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, manufacturer or equipment vendor
delays  or  deficiencies   (including  ability  to  process  correctly  calendar
date-related  data),  delays  in  repair  or  maintenance  of cell  sites due to
restricted  access by third  parties,  delays or  barriers  to  construction  or
coverage  resulting  from local zoning  restrictions  or frequency  coordination
issues  with  incumbent  microwave  users,  acts of God,  such as  fire,  flood,
earthquake or other natural cause, terrorist events, riots,  insurrections,  war
or national emergency,  strikes, boycotts, lockouts or other labor difficulties,
the party affected by the force majeure is excused on a day-by-day  basis to the
extent of the  interference;  if the party  notifies  the other party as soon as
practicable  of the nature and expected  duration of the claimed force  majeure,
uses all  commercially  reasonable  efforts  to avoid or  remove  the  causes of


                                       32
<PAGE>

nonperformance  and  resumes  performance  promptly  after the causes  have been
removed.

18.14 DISCLOSURE

     The parties  mutually  agree to the content of the press  release  attached
hereto as Exhibit A. All other media releases and public announcements or public
disclosures  initiated by either party relating to this  Agreement,  its subject
matter or the purpose of this Agreement are to be coordinated with and consented
to by the other  party in  writing,  which  consent  shall  not be  unreasonably
withheld,  prior to the  release  thereof.  Unless the parties  expressly  agree
otherwise  in  writing,  media  releases  and  public  announcements  or  public
disclosures contemplated in this Section 18.14 (i) shall be provided only to the
financial,   investor,  and  shareholder  community,   wire  services,  and  the
telecommunications  trade press;  and (ii) shall not be provided to  newspapers,
radio,  or television  having general  distribution  or coverage in the Markets,
excluding the local newspapers  serving Augusta County, VA  (Staunton-Waynesboro
area),  Rockingham  County,  VA (Harrisonburg  area), and Allegheny  County,  VA
(Clifton Forge-Covington area), and, in any event, shall not be disseminated for
purposes of marketing, advertising and solicitation efforts directed to existing
or potential  Horizon End Users or  Alliances'  Customers.  Notwithstanding  the
foregoing,  either party may disseminate the content of previously  approved and
released media releases and public  announcements or public  disclosures as part
of ongoing  shareholder and Securities and Exchange  Commission  communications,
without obtaining additional consent from the other party.

18.15 COMPLIANCE WITH LAWS

     Each of Horizon and the Alliances will comply with all applicable  federal,
state,  county and local laws,  rules,  regulations and orders that apply to it,
its operations and facilities.

18.16 ARBITRATION

     All disputes  arising  under this  Agreement  (other than claims in equity)
shall be resolved by arbitration in accordance  with the Commercial  Arbitration
Rules of the American Arbitration Association.  Arbitration shall be by a single
arbitrator  experienced  in the matters at issue and selected by Horizon and the
Alliances in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration Association. The arbitration shall be held in such place in Atlanta,
Georgia  as may be  specified  by the  arbitrator  (or any  place  agreed  to by
Horizon, the Alliances and the arbitrator). The decision of the arbitrator shall
be final and binding as to any matters submitted under this Agreement; provided,
however,  if necessary,  such decision may be enforced by either  Horizon or the
Alliances in any court of record having  jurisdiction over the subject matter or
over any of the parties of this  Agreement.  All costs and expenses  incurred in
connection with any such arbitration  proceeding (including reasonable attorneys
fees) shall be borne by the party against which the decision is rendered, or, if
no decision  is  rendered,  such costs and  expenses  shall be borne  equally by
Horizon and the Alliances.  If the  arbitrator's  decision is a compromise,  the
determination of which party or parties bears the costs and expenses incurred in
connection with any such arbitration  proceeding shall be made by the arbitrator
on the  basis of the  arbitrator's  assessment  of the  relative  merits  of the
parties' positions.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



                                       33
<PAGE>



                    SIGNATURES TO NETWORK SERVICES AGREEMENT

     This Agreement is made as of the date first written above.

WEST VIRGINIA PCS                      HORIZON PERSONAL
ALLIANCE, LC                           COMMUNICATIONS, INC.


By: /s/ James S. Quarforth             By:_________________________________
   _____________________________
Name: James S. Quarforth               Name:_______________________________
Its:  Chairman                         Its: _______________________________

VIRGINIA PCS ALLIANCE, LC

By: /s/ James S. Quarforth
    ____________________________
Name: James S. Quarforth
Its:  Chairman

CFW Communications Company executes     Virginia RSA6 Cellular Limited
Agreement solely for the purposes       Partnership executes this Agreement
of agreeing to the provisions of        solely for the purposes of agreeing
Sections 15.1 and 15.2:                 to the provisions of Section 15.3:

CFW COMMUNICATIONS COMPANY              VIRGINIA RSA6 CELLULAR LIMITED
                                        PARTNERSHIP

                                        By: CFW Communications Company as
                                            General Partner

By:  /s/ James S. Quarforth             By: /s/  Carl A. Rosberg
   -----------------------------           ---------------------------------
Name:  James S. Quarforth               Name:  Carl A. Rosberg
Its:   Chairman                         Its:




                                       34
<PAGE>



                    SIGNATURES TO NETWORK SERVICES AGREEMENT

           This Agreement is made as of the date first written above.

WEST VIRGINIA PCS                       HORIZON PERSONAL
ALLIANCE, LC                            COMMUNICATIONS, INC.

                                        By: /s/ William A. McKell
By: ____________________________           ----------------------------------
Name:___________________________        Name: William A. McKell
Its:____________________________        Its:  President


VIRGINIA PCS ALLIANCE, LC

By: ____________________________
Name:___________________________
Its:____________________________



CFW Communications Company executes     Virginia RSA6 Cellular Limited
Agreement solely for the purposes       Partnership executes this Agreement
of agreeing to the provisions of        solely for the purposes of agreeing
Sections 15.1 and 15.2:                 to the provisions of Section 15.3:

CFW COMMUNICATIONS COMPANY              VIRGINIA RSA6 CELLULAR LIMITED
                                        PARTNERSHIP

                                        By: CFW Communications Company as
                                            General Partner


By: ____________________________        By:______________________________
Name:___________________________        Name: William A. McKell
Its:____________________________        Its:  President


                                       35
<PAGE>



                                   Schedule 1

                                     MARKETS
                                     -------

Danville, VA                     VA Alliance          September 1, 1999
Lynchburg, VA                    VA Alliance          September 1, 1999
Martinsville, VA                 VA Alliance          September 1, 1999
Roanoke, VA                      VA Alliance          September 1, 1999
Staunton-Waynesboro, VA          VA Alliance          September 1, 1999
Charlottesville, VA              VA Alliance          September 1, 1999
Bluefield, WV                    WV Alliance
Beckley, WV                      WV Alliance
Charleston, WV                   WV Alliance          September 1, 1999
Huntington, WV-Ashland, KY       WV Alliance          September 1, 1999
Morgantown, WV                   WV Alliance          September 1, 1999
Clarksburg/Elkins, WV            WV Alliance          September 1, 1999
Fairmont, WV                     WV Alliance          September 1, 1999





                                       36
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

                                                                     Schedule 2

                            PCS SERVICES AND PRICING

     1. STANDARD  WHOLESALE PRICE FOR HORIZON  CUSTOMERS.  Subject to Section 6,
the  standard  wholesale  rate for PCS  services  provided by the  Alliances  to
Horizon for Horizon customers will be [***] per minute.

     2. PRICE FOR CUSTOMERS OF SPRINT PCS AND ITS AFFILIATES. Subject to Section
6, the rate for PCS services  provided by the Alliances to Horizon for customers
of Sprint PCS, customers of a Sprint PCS Manager and customers of a PCS operator
who uses the Sprint PCS service marks as its primary or secondary  service marks
throughout its operations will be [***] per minute.

     3. PRICE FOR SECTION 15.1 SERVICES. Subject to Section 6, the price for the
wholesale   PCS   services   provided  by  Horizon   pursuant  to  Section  15.1
will be [***] per minute.

     4. PRICE FOR SECTION 15.2 SERVICES. Subject to Section 6, the price for the
PCS  services  provided by Horizon  pursuant  to Section  15.2 will be [***] per
minute, and the U. S. domestic long distance price will be [***] per minute.

     5. PRICE FOR SECTION 15.3 SERVICES. Subject to Section 6, the price for PCS
services provided by Horizon, and the price for analog cellular service provided
by RSA6,  pursuant to Section 15.3, will be [***] per minute.  In each case, the
U.S. domestic long distance price will be [***] per minute.




                                       1

 <PAGE>

                                                                   Schedule 6.7

                     PRICING FOR ANCILLARY NETWORK PLATFORMS

     On the date of the  execution  of this  Agreement,  there are no  ancillary
network platforms which are a part of this Agreement.



                                       2
<PAGE>



                                                                 Schedule 7.4.1


               REQUIREMENTS FOR NETWORK OPERATION AND PERFORMANCE

The  Alliances  will  operate a network  that will  enable  Horizon  to  provide
seamless interoperability with the Sprint PCS Network and uniform and consistent
quality  of  product  and  service  offerings.   Therefore,  the  operation  and
performance of the Service Area is to be in  conformance  with the standards and
requirements of Sprint PCS ("Technical Standards").  The Technical Standards are
defined and detailed in certain design, construction, and operational standards,
specifications   and   requirements   adopted  by  Sprint  PCS  (the  "Standards
Documents") as set forth in the following documents:

     1.   Sprint  Telecommunications  Venture  Nationwide  PCS  Network  CDMA RF
          Design Specifications. (Hereinafter referred to as "Rev 8")

     2.   Sprint  Spectrum  Engineering  &  Operations  standards.  (Hereinafter
          referred to as "SSEO")

     3.   LATA  Switching   System   Generic   Requirements   (from   Bellcore).
          (Hereinafter referred to as the "LSSGR")

     4.   Sprint PCS Standard Construction Documents for Cell Sites-Books 1 to 4
          (dated   June,   1997).   (Hereinafter   referred  to  as  "Cell  Site
          Construction Documents")

     5.   Switch  Building-Switch  Center Facilities  Guidelines (Dated December
          31,  1996).  (Hereinafter  referred  to as "Switch  Site  Construction
          Documents")

     6.   Approved Infrastructure Equipment and Vendor List

     7.   Approved Subscriber Equipment and Vendor List

In addition to complying with the Technical  Standards for design,  construction
and  operation  of  the  network,   including  but  not  limited  to  transport,
intelligent network, switching hardware/software, operations support systems and
signaling protocols, Horizon and the Alliances agree to comply with industry and
regulatory  standards and requirements for design,  operation and performance of
the  network,  the  approval  and  use of  subscriber  equipment  and  microwave
relocation. Furthermore, the Alliances must comply with FCC and FAA requirements
and compliance,  including but not limited to items such as tower height,  tower
lighting,  and tower  monitoring.  The Alliances must comply with procedures and
processes established by Sprint PCS with respect to FCC and FAA requirements and
compliance regarding the Facilities, as set forth on Schedule 7.4.2.



                                       3
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

                                 Schedule 7.4.2

                      TECHNICAL STANDARDS AND REQUIREMENTS
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>
-------------------------------------------- --------------------------------------- -------------------------------
STANDARD/MINIMUM                             DEFINITION/SOURCE                  INITIAL                 RECURRING
REQUIREMENT                                  DOCUMENT                           CERTIFICATION           VERIFICATION
-------------------------------------------- --------------------------------------- -------------------------------
                                                                                (Note #1)               (Note #1)
RF-ENGINEERING:

1   Area Availability -[***]                 Rev. 8 (Note #2)                   x                       x



2   Grade of Service/Sector                  Revv. 8                            x                       x
    Blocking rate [***]

(Using the Grade of Service traffic model, the ratio of blocked call attempts to
total call attempts  during a typical Busy Hour (BH) on a per sector basis shall
be less than [***] (Erlang B or approved alternate model)) Note #4



3   FER [***] (within area of                Rev. 8                             x                       x
    [***] availability)


4    Dropped Call lesser than [***]          Rev. 8                             x                       x

(The  percentage  of  Dropped  Calls  will be [***] or less  initially  measured
through call sampling during  Optimization  and post-launch as measured  through
Service Measurement captured statistics.  In the initial Drive Test Optimization
process, the minimum numb



5    Total Call Origination/                 Rev. 8                             x                        x
     Termination Failures [***]

(Call origination and termination  attempts are defined as being successful when
a "probe  Acknowledgement"  message is received by the subscriber unit as logged
on the RF  Data  Collection  Unit.  Call  Origination/Termination  failures  are
generated when the Prob



6    Loading/Pole Pt.                        Rev. 8                             x                        x

     Objective Range - [***]

</TABLE>

                                       4
<PAGE>
                                         [***]- CONFIDENTIAL TREATMENT REQUESTED
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>

7    Coverage per morphology                 Rev. 8                             x                        x
     (Bldg penetration loss)

o    Dense Urban
o    Urban
o    Rural
o    Highway



8    Alternative In-Building Solutions      SSEO 3.015.13.004,                  x                        x
                                            SSEO 3.014.06.001 &
                                            SSEO 3.003.06.004


9     Additional RF Solutions                                                   x                        x

o     Second Carrier Design/                SSEO 2.003.06.002 &
      Implementation                        SSEO 3.003.13.007

o     Six Sector Deployment                 SSEO 3.003.13.007 &
                                            SSEO 3.003.13.005



10    Interference                          SSEO 3.003.06.003                   x                         x



11    BTS/CBSC Maintenance                  SSEO 2.003.03.004 &                 x                         x
      Procedures                            SSEO 2.003.03.005



SWITCH ENGINEERING:

1     Switch Uptime - [***]                 Bellcore's LATA                     x                         x
                                            Switching System
                                            Generic Req.
                                            (LSSGR)
</TABLE>

                                       5
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>

2    Planned/unplanned Down-time            LSSGR (Note #3)                     x                         x
     Planned time for entire switching
     system is unacceptable.  New software
     loads or system  reconfiguration
     should be completed  without
     complete interruption of service.

3    Tandem traffic = [***]                 Neal Wilkinson/Erlang B             x                         x
     End Office = [***]                     tables and LSSGR


4     Switch maintenance Procedures                                                                       x

o     Lucent                                SSEO 2.002.03.008
o     Nortel                                SSEO 2.002.03.007
o     Network Operations                    SSEO 2.000.03.001
o     Motorola                              Per SSEO when available


5     Back UP Procedure:                                                                                   x

o     SPCS Nortel MSC                       SSEO 2.002.03.009
o     SPCS Lucent MSC                       SSEO 2.002.03.010
o     SPCS Motorola MSC                     Per SSEO when available
o     SPCS Office Lucent MSC                SSEO 2.002.09.002
o     SPCS Office Nortel MSC                SSEO 2.002.09.003
o     SPCS Office Motorola MSC              Per SSEO when available


6     Recommended Spares                    SPCS Guidelines                     x                          x

7     Emergency Procedures                                                      x                          x

o     Contact List                          Updated when implemented
o     General Disaster Recovery             SSEO 2.000.04.015
o     Emerg. Recovery Procd. Nortel         SSEO 2.002.04.002
o     Emerg. Recovery Procd. Lucent         SSEO 2.002.04.003
o     Emerg. Recovery Procd. Motorola       Per SSEO when available
o     OSSC: Outage/Event Notify             SSEO 2.000.04.006


8     Alarms:                                                                   x                          x

</TABLE>


                                       6
<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>
o     NOCC - Lucent Alarms                  SSEO 2.000.10.001
o     NOCC - Nortel Alarms                  SSEO 2.000.10.003
o     NOCC - Motorola Alarms                Per SSEO when available


9     Security:                                                                 x                          x

o     Elec. Surveillance                    SSEO 2.000.05.003
o     Enhanced 911                          SSEO 3.000.09.001
o     Network Security                      SSEO 2.000.05.004


10    Translations:                                                              x                          x

o     Lucent Standards                      SSEO 0.002.09.001
o     Nortel Standards                      SSEO 0.002.09.002
o     Switch recorded Announcement          SSEO 0.002.09.003
o     Motorola                              Per SSEO when available


11    Local Number Portability              SSEO 1.027.07.007                   x                          x

NOTE:  Sprint PCS may  establish  a two  switch  supplier  operating  system and
reserves  the right to require the  change-out  of any current or future  switch
supplier (ie, Motorola) at expense of affiliate for affiliates' markets.


TRANSPORT-ENGINEERING:

1     Transmission:                         SSEO 3.000.12.001                   x                          x

o     Loss = [***]                                   "
o     ERL = [***] dB or greater                      "
o     Backhaul delay = [***]                         "
o     Differential delay = [***]                     "
o     Line Coding = [***]                            "

2     Microwave:                            SSEO 3.012.09.001                   x                          x

o     Availability = 99.999%/link
o     Protection (hot stand-by) for links of 5 or more
      cell sites


</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>

3     ATM Requirements                      SSEO 2.016.06.001                   x                          x



5     Digital Synchronization:              SSEO 3.015.09.001                   x                          x

o     Each switch site will have GPS/BITS system installed



ELECTRICAL - ENGINEERING:
1     Backup Power:
                                                                                x                         x
o     Cell Sites
      - fixed generator-aviation lights     SSEO 2.004.03.001
      - 4 hrs minimum battery               SSEO 3.004.12.001
      - Mobile generators                   SSEO 3.004.12.001
o     Switch Sites                                                              x                         x
      - fixed generator for total MSC load
      - 2 hrs minimum battery


2     Switch DP Power Plant                 SSEO 3.004.06.002                   x                           x



3     Grounding                                                                                       x                           x

o     Cell Sites                            SSEO 3.018.02.001 &
                                            SSEO 3.018.02.002

o     Switch Sites                          SSEI 3.018.02.003



4     Surge Protector (TVSS)                                                    x                      x

o     Cell Sites                            SSEO 2.003.003.001
o     Switch Sites                          SSEO 2.002.03.005



5     Preventive Maintenance                                                    x                      x

o     Cell Sites                            SSEO 2.004.03.002 &
                                            SSEO 2.018.03.002

</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>
o     Switch Sites                          SSEO 2.004.03.003 &
                                            SSEO 2.018.03.001




INTELLIGENT NETWORK (IN) - ENGINEERING:

1     SS7 Interconnection                                                       x                       x

o     Switch Sites                          SSEO 3.008.06.001
                                            SSEO 3.008.10.001
                                            SSEO 3.008.10.002
o     Translations                          SSEO 0.008.09.001



2     IN Deployment                         SSEO 3.000.06.006                   x                       x




3     Performance for SS-7 and IN           Standards Committee                 x                       x
      Platforms (SCP, SSP, SN)              T1-Telecommunications



4     Performance for AIN, Voice Mail,      Network Operations Forum            x                       x
      IWF, Short message Service, Data      SSEO 3.017.12.007,
                                            SSEO 3.030.12.009,
                                            SSEO 3.030.12.001,
                                            SSEO 3.030.12.005,
                                            SSEO 3.030.12.007 &
                                            SSEO 3.030.12.010



OPERATIONAL SUPPORT SYSTEMS:

1     Operator Services Performance         Same as Sprint Spectrum Internal Standards

o     Answer time
      Provided via Sprint Spectrum


</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>

2     Directory Assistance           Same as Sprint Spectrum Internal Standards

o     Answer time
      Provided via Sprint Spectrum



SUBSCRIBER EQUIPMENT:

1     Meet or exceed tests and              o  FCC Certification               x                      x
o     Handsets specifications:              o  CDMA Dev, Group Cert. (CDG)
                                            o  Vendor Design Verify (DVT)
                                            o  Sprint Spectrum Design Verify Test
                                            o  CDG Stage 2
                                            o  CDG Stage 3
                                            o  Vendor Qual. Verify Test
                                            o  Vendor Manuf. Test
                                            o  Vendor Accessory Test
                                            o  Sprint Spectrum Accessory Test
                                            o  Sprint Spectrum User interface test
                                            o  Feature Testing SPCS
                                            o  Vendor Software Assurance
                                            o  Sprint Spectrum field testing -
                                               CPE tech Planning and Dev. Group





MICROWAVE RELOCATION:

1    Ensure protection of 2 GHz             CFR47,   Part  24.237;   TIA        x                        x
     Microwave Services by Prior            Bulletin 10-F;  and CFR47,
     coordination Notification              Part 101.69 Through Part 101.81
     process (PCN)


2    No potential interference levels       TIA Technical Systems               x                        x
     of PCS base or mobile stations into    Bulletin 10-F
     2 GHz microwave incumbent user system



3    Predicted PCS-to-microwave             CFR47, Part 101.69                  x                        x
     interference into GHz incumbent        through Part 101.81
     systems may require relocation of
     the incumbent to new bands if no
     spectrum sharing potential exists.

</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>
4    Definitive microwave relocation        SSEO 2.003.06.002                   x                        x
     agreements 30-60 days in               SSEO 2.012.10.001                   x                        x
     advance of Network Ready Dates



CONSTRUCTION STANDARDS:

o   Cell Sites                              SSLP Standard Construction          x                        x
                                            Documents - Book 1-4
                                            (dated June, 1997)

o   Switch Building                         Building - Switch Center            x                        x
                                            Guidelines - Ground UP Construction
                                            of Precast Concrete Buildings
                                            (dated December 31, 1996)



NATIONAL OPERATIONS CONTROL CENTER (NOCC):

1   24x7 Fault Management Surveillance      Same as Sprint Spectrum
    network elements, trunks, & Services.   Internal Standards
    Includes Switches, cells, AIN platforms,
    SS7, IXC, LEC, OS, DA, 911 &
    environemntal conditions

o   Provided via Sprint Spectrum



2   24x7 Trouble Management for customer    Same as Sprint Spectrum Internal    x                        x
    delivered service troubles              Standards

o   Provided via Sprint Spectrum



3   FAA Compliance                          Same as Sprint Spectrum Internal    x                        x
                                            Standards

o   Provided via Sprint Spectrum

</TABLE>

                                       11
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>                     <C>
ROAMING:

1   Network datafill procedures,            SSEO 2.029.03.001,                  x                       x
    IS-41 implementation, manual            SSEO 3.029.12.001,
    plan, inbound/outbound trouble          SSEO 2.029.04.002, &
    reporting procedures, etc.              SSEO 2.029.04.001

</TABLE>

Note #1:

o    Initial  Certification - A two phase procedure performed by Sprint Spectrum
     to ensure the system is Network Ready

1    Review  and  Verify  that  system  design  and  construction  meets  Sprint
     Spectrum's technical standards and requirements.

2    Successfully completes the Operational Acceptance Checklist (OPAC)

o    Recurring  Verification  -  A  Sprint  Spectrum  OPAC  checklist  shall  be
     completed under methods and procedures adopted by Sprint Spectrum a minimum
     of every 6 months after Network Ready date.

Note #2:

o    Revision 8 - National PCS Network CDMA RF Design Specifications (Rev. 8)

Note #3:

o    Lata Switching System Generic Requirements (BellCore)

Note #4:

o    Standard  definitions are more current and take precedence over definitions
     in Rev. 8.


                                       12
<PAGE>

                                                                  Schedule 7.4.6

                           ACCESS TO PERFORMANCE DATA

                     PERFORMANCE DATA REPORTING REQUIREMENTS


1.  Initially,  the  Alliances  will allow  Horizon real time access to a secure
server within the Alliances' network. Horizon personnel will have the ability to
enter the server, and extract required report information with minimum Alliances
personnel intervention. This server must provide access to all data necessary to
produce  reports   including,   but  not  limited  to,  RF  performance,   trunk
utilization, switching performance and system outages. The Application Processor
or the OMC-R may be used to provide  this  function or a separate  server may be
utilized.  During the first six (6) months of this agreement,  raw data from the
OMC-Rs and the  switch(es)  will be  transferred to this server as frequently as
the Alliances deem  practical,  but no less  frequently than every 24 hours with
the previous day's data available no later than 8:00 a.m. EST the following day.


2. Real time access to  performance  data will be required  within six months of
the signing of the Network Services  Agreement.  At that time Horizon is to have
the same access to  performance  data in the  Service  Area as it has to its own
performance  data. In addition to the daily data access  described in (1) above,
Horizon  will be  provided  a user  account  with  "Super  Cell  User"  (scuser)
read-only  permissions  and login,  through  which the desired  reports  will be
remotely  produced as required.  Horizon will, at that time, have the ability to
enter the server and  extract  required  report  information  without  Alliances
personnel intervention.




                                       13
<PAGE>


                                                                    Schedule 7.7

                                  COVERAGE AREA



PHASE I CONSISTS OF: BTA 073     Charleston WV

                     BTA 197     Huntington WV/Ashland KY


The Central West Virginia  corridor includes BTA 073 - CHARLESTON WV AND BTA 197
- HUNTINGTON  WV/ASHLAND  KY. The coverage area for this corridor  extends along
Interstate 64 from Kentucky Exit 185 east to West Virginia Exit 85 including the
cities of Catlettsburg, Huntington, Chesapeake, Barboursville, Hurricane, Nitro,
South Charleston and Charleston.  Service extends  northwest of Huntington along
the Ohio River to include the cities of Ashland and Ironton.  Connecting service
is provided along US Route 60 from Ashland to I-64.  This market is scheduled to
be fully  operational on the date of signing and will cover an estimated 468,437
POPs or 54% of the combined population of the BTAs.


PHASE 2 CONSISTS OF:  BTA 075     Charlottesville VA

                      BTA 082     Clarksburg/Elkins WV

                      BTA 104     Danville VA

                      BTA 137     Fairmont WV

                      BTA 266     Lynchburg VA

                      BTA 284     Martinsville VA

                      BTA 306     Morgantown WV

                      BTA 376     Roanoke VA

                      BTA 430     Staunton/Waynesboro VA


The Shenandoah Valley corridor includes BTA 075 - CHARLOTTESVILLE  VA, BTA 266 -
LYNCHBURG  VA,  BTA 376 - ROANOKE  VA,  BTA 430 -  STAUNTON/WAYNESBORO  VA.  The


                                       14
<PAGE>

coverage area for Horizon's  Shenandoah  Valley region extends from the northern
boundary of the  Staunton/Waynesboro  BTA on Interstate 81 southwest to Exit 128
including the cities of Staunton,  Lexington and Roanoke.  Coverage extends east
on Interstate 64, with temporary minor breaks due to zoning challenges, from the
intersection  with  I-81 to the  eastern  boundary  of the  Charlottesville  BTA
including the cities of Waynesboro and Charlottesville. Coverage extends east on
US Route 460 from Roanoke to the eastern  boundary of Campbell County  including
the city of  Lynchburg.  Coverage  also  extends  along  US Route 29  connecting
Charlottesville with Lynchburg. This market is scheduled to be fully operational
on  September  1, 1999 and will cover an  estimated  722,124  POPs or 66% of the
combined  population of the BTAs.  The Alliances  agree to use their  reasonable
efforts to provide Service at the Greenbriar Resort by October 15, 1999.

The coverage area for BTA 104 - DANVILLE VA extends from Blairs,  VA south along
US Route 29 to Ruffin,  NC,  including the city of Danville,  VA.  Coverage also
extends westward along US Route 58 from Danville to BTA boundary. This market is
scheduled  to be fully  operational  on  September  1,  1999  and will  cover an
estimated 86,701 POPs or 53% of the population of the BTA.

The  coverage  area for BTA 284 -  MARTINSVILLE  VA  extends  from the  northern
boundary of Henry County south along US Route 220 to southern  boundary of Henry
County,  including the city of Martinsville,  VA. Coverage also extends eastward
along US Route 58 from Martinsville to BTA boundary. This market is scheduled to
be fully  operational  on September  1, 1999 and will cover an estimated  56,241
POPs or 641/o of the population of the BTA.

The Northern West Virginia corridor includes BTA 082 - CLARKSBURG/ELKINS WV, BTA
137 - FAIRMONT  WV, AND BTA 306 -  MORGANTOWN  WV.  The  coverage  area for this
corridor  extends along  Interstate 79 from slightly south of  Clarksburg,  West
Virginia,  to north  of  Morgantown,  West  Virginia  including  the  cities  of
Clarksburg, Bridgeport, Fairmont and Morgantown and a connecting portion of I-68
northeast of Morgantown to the Cheat Lake  residential/resort  area. This market
is  scheduled  to be fully  operational  on  September 1, 1999 and will cover an
estimated 179,583 POPs or 50% of the combined population of the BTAs.



                                       15
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

PHASE 3:


New Markets Include:  BTA 035     Beckley WV

The coverage area for BTA 035 - BECKLEY WV, will extend from Exit 54 south along
Interstate 77 to Exit 28, including the city of Beckley,  WV. Coverage will also
extend eastward along  Interstate 64 from I-77 split to Exit 125. This market is
scheduled to be fully  operational on [***] and will cover an estimated [***] or
[***] of the population of the BTA.

Coverage Extensions:

The Shenandoah  Valley - coverage in BTA 376 - ROANOKE VA will be extended south
along US Route 220 to connect with coverage in BTA 284 -  MARTINSVILLE  VA. This
expanded service is expected to be implemented by [***].

The Northern West Virginia corridor - coverage in BTA 082 - CLARKSBURG/ELKINS WV
will be  extended  south along  Interstate  79 to Exit 96 and then east along US
Route 33 to include  full  coverage  of the  cities of  Buckbannon  and  Weston.
Coverage in BTA 306 - MORGANTOWN WV will be extended  north along  Interstate 79
to the BTA boundary.  This  expanded  service is expected to be  implemented  by
[***].

The Central West Virginia corridor - coverage in BTA 073 - CHARLESTON WV will be
extended along US Route 35 between I-64 and the Ohio River including the city of
Buffalo and will be extended  southward along Interstate 77 to Exit 79 including
the city of Montgomery.  This expanded  service is expected to be implemented by
[***].



                                       16
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

PHASE 4:


New Markets Include:   BTA 048   Bluefield WV

The coverage area for BTA 048 - BLUEFIELD, WV will extend south along Interstate
77 from northern BTA boundary to the north end of the tunnel  immediately  north
of  Virginia  Exit 66.  Coverage  also  extends  along US Route 460 from I-77 to
Bluefield, WV, including full coverage of the cities of Bluefield and Princeton.
This  market is  scheduled  to be fully  operational  on [***] and will cover an
estimated [***] or [***] of the population of the BTA.

Coverage Extensions:

The  Shenandoah  Valley -  coverage  in BTA 376 -  ROANOKE  VA will be  extended
southwest along  Interstate 81 to the BTA boundary and north on Interstate 77 to
meet  connecting  coverage with BTA 048 - Bluefield WV, provided that Horizon is
providing facilities-based service in BTA 229 - Kingsport/Johnson  City/Bristol.
This expanded service is expected to be implemented by [***].

Coverage in BTA 035 - BECKLEY WV will be extended  south along  Interstate 77 to
the BTA  boundary,  east  along  Interstate  64 from I-77  split to Exit 139 and
northeast  along US Route  19 from  I-77 to the New  River  Gorge  bridge.  This
expanded service is expected to be implemented by [***].




                                       17
<PAGE>



                                                                   Schedule 13.1

                           INDEMNIFICATION PROCEDURES

     Notice
     ------
     The Indemnitee  will give the  Indemnitor  written notice within 30 days of
becoming  aware that any  formal or  informal  claim,  demand,  or  request  for
indemnified  losses  under  Section  13.1 will be or has been made  against  the
Indemnitee, either individually or with others, (the "Indemnification Claim").

     Defense by Indemnitor
     ---------------------
     If,  within 30 days  after the giving of notice,  the  Indemnitee  receives
written  notice  from the  Indemnitor  stating  that the  Indemnitor  intends to
dispute or defend against the  Indemnification  Claim,  the 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.  The
Indemnitee will fully cooperate with the Indemnitor in the dispute or defense so
long as the  Indemnitor is conducting  the dispute or defense  diligently and in
good  faith;   but  the   Indemnitor   will  not  be  permitted  to  settle  the
Indemnification  Claim  without the prior  written  approval of the  Indemnitee,
which  approval will not be  unreasonably  delayed or withheld.  Even though the
Indemnitor  selects  counsel  of its  choice,  the  Indemnitee  has the right to
additional representation by counsel of its choice to participate in the defense
at Indemnitee's sole cost and expense.

     Defense by Indemnitee
     ---------------------
     If (a) no notice of intent to dispute or defend the  Indemnification  Claim
is received by  Indemnitee  within the 30-day  period,  or (b) diligent and good
faith defense is not being, or ceases to be, conducted,  by the Indemnitor,  the
Indemnitee has the right to dispute and defend against the Indemnification Claim
at the sole reasonable  cost and expense of Indemnitor,  but the Indemnitee will
not  permitted to settle the  Indemnification  Claim  without the prior  written
approval of the Indemnitor, which approval will not be unreasonably withheld.

                                       18
<PAGE>





                                                                   Schedule 15.1

                                  COVERAGE AREA


                         BTA 342     Parkersburg WV/Marietta OH

                         BTA 359     Portsmouth OH


The coverage area for BTA 342 - PARKERSBURG  WV/MARIETTA OH extends from Blairs,
south  along  Interstate  77 from  milepost 4 in Ohio,  south to  milepost  168,
including the cities of Marietta and Parkersburg. This market is scheduled to be
fully  operational on September 1, 1999 and will cover an estimated 120,000 POPs
or 66% of the population of the BTA.


The  coverage  area for BTA 359 -  PORTSMOUTH  OH extends  from the northern BTA
boundary south along US Route 23 to the southeastern BTA boundary  including the
city of  Portsmouth,  OH. This market is  scheduled to be fully  operational  on
September  1,  1999  and  will  cover  an  estimated  70,000  POPs or 75% of the
population of the BTA.


The estimated visual  representation for these coverage areas is included on the
map in Schedule 7.7.