CONFIDENTIAL TREATMENT REQUESTED



                                   ADDENDUM V
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

Manager:          Horizon Personal Communications, Inc.

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



<PAGE>

     This  Addendum  V (this  "Addendum"),  dated as of June 1,  2001,  contains
certain  additional and supplemental terms and provisions to that certain Sprint
PCS Management  Agreement entered into as of June 8, 1998 by the same parties as
this Addendum,  which  Management  Agreement was further amended by that certain
Addendum I entered  into as of June 8,  1998,  Addendum  II  entered  into as of
August 12,  1999,  Addendum  III entered into as of May 19, 2000 and Addendum IV
entered into as of June 1, 2000 (the Management Agreement, as amended by Addenda
I, II, III and IV being the "Management Agreement"). The terms and provisions of
this Addendum control,  supersede and amend any conflicting terms and provisions
contained in the Management Agreement.  Except for express modifications made in
this  Addendum,  the  Management  Agreement  continues in full force and effect,
including, but not limited to, the force majeure provision.

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

     The Management Agreement is modified as follows:

     1. Revised Build-Out Plan.

     (a) Revised Exhibits.  Exhibit 2.1 to the Management Agreement (Revised May
9, 2000) is hereby superseded and replaced in its entirety by an Amended Exhibit
2.1 (Revised  Effective  June 1, 2001) (the "Amended  Exhibit 2.1")  attached to
this Addendum. Amended Exhibit 2.1 includes:

     (i)  Build-out Plan Map which sets forth the Full  Build-out  Coverage Area
          (no change from the Build-out Plan Maps for the original  Service Area
          as described in Addendum I, dated June 8, 1998; the Alliances'  resale
          markets as described  in Addendum  II, dated August 12, 1999;  and the
          expansion of the Service Area as described in Addendum III,  dated May
          9, 2000);

     (ii) Build-out  Plan Table which sets forth the Full Build-out Date and the
          covered  population  percentages  for each A  Market,  B Market  and C
          Market; and

     (iii) Build-out Plan Description.

     (b) Penalty, Initial Phase Market Launch

     Initial Phase Market Launch penalties will be assessed on the only phase of
single-phase markets and the first phase of multiple-phase markets. Each penalty
described in this  subsection will begin accruing at 12:01 am (Kansas City time)
on the date six  calendar  days after the  Contractual  Launch Date set forth in
Amended Exhibit 2.1 for that respective market.

     The A Markets  Penalty  Amount equals the amount set forth on the following
Penalty  Table  opposite  the  appropriate  range  of  number  of days  from and
including  the  Contractual  Launch Date to and including the date of the last A
Market to achieve Initial Phase Market Launch.

     The B Markets Penalty Amount equals the sum of the amounts set forth on the
following  Penalty Table opposite the  appropriate  range of number of days from
and  including  the  Contractual  Launch Date to and  including  the date each B
Market achieves Initial Phase Market Launch. The B Markets Penalty Amount is the
sum of each  individual B Market that launches past the  respective  Contractual
Launch Date; each individual B Market has a separate penalty amount.

     The C Markets Penalty Amount equals the sum of the amounts set forth on the
following  Penalty Table opposite the  appropriate  range of number of days from
and  including  the  Contractual  Launch Date to and  including  the date each C
Market achieves Initial Phase Market Launch. The C Markets Penalty Amount is the

                                       2
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

sum of each  individual C Market that launches past the  respective  Contractual
Launch Date; each individual C Market has a separate penalty amount.
<TABLE>
<CAPTION>

                                    Initial Phase Market Launch Penalty Table
<S>                                <C>                     <C>                             <C>
------------------------------------------------------------------------------------------------------------------
Penalty Period                        A Market Penalty            B Market Penalty            C Market Penalty
---------------------------------- ----------------------- ------------------------------- -----------------------
6-60 days past the Contractual              [***]                      [***]                       [***]
Launch Date
---------------------------------- ----------------------- ------------------------------- -----------------------
61-90 days past the Contractual             [***]                      [***]                       [***]
Launch Date
---------------------------------- ----------------------- ------------------------------- -----------------------
91-120 days past the Contractual            [***]                      [***]                       [***]
Launch Date
---------------------------------- ----------------------- ------------------------------- -----------------------
121-150 days past the                       [***]                      [***]                       [***]
Contractual Launch Date
---------------------------------- ----------------------- ------------------------------- -----------------------
151- 180 days past the                      [***]                      [***]                       [***]
Contractual Launch Date
</TABLE>

     (c) Penalty, Full Build-out

     Full  Build-out  Coverage  penalties will be assessed on the final phase of
multiple-phase  markets and are in addition to any Initial  Phase Market  Launch
penalties  assessed in accordance with Section 1(b) in  multiple-phase  markets.
Each  penalty  described  in this  subsection  will begin  accruing  at 12:01 am
(Kansas City time) on the date six calendar days after the Full  Build-out  Date
set forth in Amended Exhibit 2.1 for that respective market.

     The A Markets  Penalty  Amount equals the amount set forth on the following
Penalty  Table  opposite  the  appropriate  range  of  number  of days  from and
including the Full Build-out Date to and including the date of the last A Market
to achieve Full Build-out Coverage.

     The B Markets Penalty Amount equals the sum of the amounts set forth on the
following  Penalty Table opposite the  appropriate  range of number of days from
and  including the Full  Build-out  Date to and including the date each B Market
achieves Full  Build-out  Coverage.  The B Markets  Penalty Amount is the sum of
each  individual  B Market in which  Full  Build-out  Coverage  occurs  past the
respective Full Build-out Date; each individual B Market has a separate  penalty
amount.

     The C Markets Penalty Amount equals the sum of the amounts set forth on the
following  Penalty Table opposite the  appropriate  range of number of days from
and  including the Full  Build-out  Date to and including the date each C Market
achieves Full  Build-out  Coverage.  The C Markets  Penalty Amount is the sum of
each  individual  C Market in which  Full  Build-out  Coverage  occurs  past the
respective Full Build-out Date; each individual C Market has a separate  penalty
amount.
<TABLE>
<CAPTION>

                                      Full Build-out Coverage Penalty Table
<S>                                <C>                     <C>                             <C>
---------------------------------- ----------------------- ------------------------------- -----------------------
Penalty Period                        A Market Penalty            B Market Penalty            C Market Penalty
---------------------------------- ----------------------- ------------------------------- -----------------------
6-60 days past the Full                    [***]                       [***]                       [***]
Build-out Date
---------------------------------- ----------------------- ------------------------------- -----------------------
61-90 days past the Full                   [***]                       [***]                       [***]
Build-out Date
---------------------------------- ----------------------- ------------------------------- -----------------------
91-120 days past the Full                  [***]                       [***]                       [***]
Build-out Date
</TABLE>


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

<TABLE>
<S>                                <C>                     <C>                             <C>
---------------------------------- ----------------------- ------------------------------- -----------------------
121-150 days past the Full                 [***]                       [***]                       [***]
Build-out Date
---------------------------------- ----------------------- ------------------------------- -----------------------
151- 180 days past the Full                [***]                       [***]                       [***]
Build-out Date
---------------------------------- ----------------------- ------------------------------- -----------------------
</TABLE>

     (d) Payment of Penalty Amounts.

     (i)  Manager will pay each  applicable  Initial Phase Market Launch penalty
          amount on or before (i) the date five  business  days after the last A
          Market  achieves the  Contractual  Launch Date and (ii) each date five
          business days after each B Market achieves the Contractual Launch Date
          and (iii) each date five  business  days after each C Market  achieves
          the Contractual Launch Date (each a "Payment Date").

     (ii) Manager will pay each applicable  Full Build-out  penalty amount on or
          before  (i) the  date  five  business  days  after  the  last A Market
          achieves Full Build-out Coverage and (ii) each date five business days
          after each B Market  achieves Full  Build-out  Coverage and (iii) each
          date five  business days after each C Market  achieves Full  Build-out
          Coverage (each a "Payment Date").

     (iii)Manager will also owe Additional  Interest on the  individual  penalty
          amounts,  which  Additional  Interest is payable in the same manner as
          the penalty amounts (e.g., timing and form of payment).

     (iv) Manager will pay the aggregate  penalty  amounts in cash or, if Sprint
          PCS and Manager agree, in Manager's  Shares.  Payments of cash will be
          made via wire transfer in  accordance  with  instructions  provided to
          Manager by Sprint PCS.

     (e) Waiver of Cure Rights. If Manager does not achieve Initial Phase Market
Launch or Full Build-out  Coverage in a Market by 11:59 p.m.  (Kansas City time)
on the 90-day  Threshold  or 180-Day  Threshold,  Manager will be in breach of a
material  term of the  Management  Agreement  and Sprint PCS will be entitled to
pursue its remedies under Section 11.3.3 of the Management Agreement.  If Sprint
PCS pursues such remedies, Manager agrees that, in pursuing any defenses that it
may have to such  remedies,  Manager  waives any rights to the cure  periods set
forth in Section 11.3.3 of the Management Agreement.

     (f) Definitions.

     "90-Day  Threshold"  means the date 90 calendar days after the  Contractual
Launch Date or the Full  Build-out  Date, as the case may be, for a respective A
Market, B Market, or C Market.

     "180-Day  Threshold" means the date 180 calendar days after the Contractual
Launch Date or the Full  Build-out  Date, as the case may be, for a respective A
Market, B Market or C Market.

     "A Markets" means Phase II core Scranton and Wilkes-Barre,  PA as indicated
on Amended Exhibit 2.1.

     "Additional  Interest" means the sum of the products of (A) each individual
penalty amount,  multiplied by (B) [***] per annum, multiplied by (C) the number
of  calendar  days from the  respective  Payment  Date to the date such  penalty
amount is actually paid, inclusive, divided by 365.

     "B Markets"  means  Scranton/Wilkes-Barre,  PA BTA Phase IIA and Phase III,
Jamestown,  Warren,  Dunkirk PA BTA Phase III, State College,  PA BTA Phase III,
Williamsport, PA BTA Phase III, Sunbury-Shamokin, PA BTA Phase III, Stroudsburg,


                                       4
<PAGE>

PA BTA Phase IIA,  Sharon,  PA BTA Phase III, New York,  NY BTA (Sussex and Pike
Counties  only) Phase IIA and Phase III and Erie, PA BTA Phase III, as indicated
on the Amended Exhibit 2.1.

     "C Markets" means Oil City, Franklin, PA BTA Phase III, Du Bois-Clearfield,
PA  BTA  Phase  III,  Pottsville,  PA  BTA  Phase  IIA  and  Phase  III,  Olean,
NY-Bradford, PA BTA Phase III, Allentown, PA BTA (Carbon County only), Phase IIA
and Phase III , as indicated on the Amended Exhibit 2.1.

     "Change of  Control  Transaction"  means a  transaction  that  results in a
Change of Control of Manager.

     "Contractual  Launch  Date"  means  the  respective  date set  forth on the
Build-out Plan Table portion Amended Exhibit 2.1.

     "Full  Build-out  Coverage"  means network  coverage of the geographic area
described in Amended Exhibit 2.1 in which (i) Manager has met  substantially all
Sprint PCS  standards  and  Program  Requirements  for  operational  and network
readiness  (which  includes  but is  not  limited  to  completion  of  the  OPAC
checklist,  OPAC process,  test plans,  coverage definition,  assessment of site
readiness, network optimization, operational and systems readiness assessment by
the Sprint PCS Operational  Readiness Team); (ii) Manager has handset inventory,
training  completed  and  point-of-sale  materials  for Sprint  PCS,  Sprint PCS
National  Third Party and local third party  retail  outlets to meet  reasonably
expected subscriber demand;  (iii) Manager markets and sells Sprint PCS Products
and Services through mass advertising (i.e., print, radio and television media);
and (iv) Manager has met substantially all Sprint PCS soft launch criteria which
means  (A)  systems  are up and  functioning,  stores  contemplated  in the OPAC
checklist are operational (and open), and activations can occur, (B) soft launch
typically  occurs one week after  network  ready date,  and one week before hard
launch, (C) activations of friendly accounts may occur, but any store traffic is
strictly unsolicited; (D) launch-related hiring and training should be completed
prior to soft launch.

     "Full  Build-out  Coverage  Area" means the  geographic  area  described in
Amended Exhibit 2.1.

     "Full  Build-out Date" means the respective date set forth on the Build-out
Plan Table portion of Amended Exhibit 2.1.

     "Initial Phase Market Launch" means the first build-out phase of a specific
A, B or C Market to meet the  requirements  for that  Market as set forth in the
Amended Exhibit 2.1 Build-out Plan Map,  Build-out Plan Table and Build-out Plan
Description  and  satisfies the  requirements  of "Full  Build-out  Coverage" as
defined in section 1(f), including any exceptions  pre-approved by Sprint PCS as
described in section 1(e) (iii), of this Addendum V to the Management Agreement.

     "Manager Shares" is defined as follows:

     (i)  if no Change of Control  Transaction  has occurred  prior to a Payment
          Date,  then the number of shares of Manager to be issued to Sprint PCS
          shall be  calculated  by  multiplying  (A) the total  number of shares
          outstanding  of Manager  determined  on a fully diluted basis by (B) a
          fraction, the numerator of which will be the dollar amount that Sprint
          PCS shall be  entitled to receive  hereunder  and the  denominator  of
          which will be the total  dollar  amount of  Manager's  total equity in
          respect of shares outstanding determined on a fully-diluted basis; or

     (ii) if a Change of Control  Transaction  has  occurred  prior to a Payment
          Date,  then  Sprint PCS shall be  entitled  to  receive  the number of
          shares  of  the  entity  acquiring  Manager  in a  Change  of  Control
          Transaction  (the "Acquirer") as Sprint PCS would have received if the
          Manager Shares  calculation set forth in clause (i) above had occurred
          and the requisite  number of Manager  Shares had been issued to Sprint
          PCS  immediately  prior to the  effective  time of any such  Change of
          Control  Transaction  and Sprint PCS shall also be entitled to receive
          such other and additional  consideration in respect thereof that would


                                       5
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

          have been  receivable had such Manager  Shares been  outstanding as of
          the effective time of such Change of Control Transaction.

     2.  Additional  Terms  and  Provisions.   The  phrase  "the  Addendum  also
describes"  is  deleted  from the second  sentence  of  Section  17.24,  and the
following  language  is  inserted  at the  end of  that  second  sentence:  "are
described on Exhibit 17.24, and photocopies of any such written  agreements have
been delivered to Sprint PCS".

     3. Expedite Fees. If Sprint PCS and Manager agree to pay additional fees to
a third party for any  efforts  associated  with  expediting  completion  of any
portion  of  Manager's  Build Out Plan or Switch  Integration  to meet a Network
Ready Date (the "NRD") including,  but not limited to, payment of expedited fees
for microwave relocation, and the NRD is later extended due to Manager action or
lack of action,  then Manager will have full  responsibility  for the payment of
such fees.

     4.  Deletion  of  Sections.  Sections  5,  6 and  7 of  Addendum  I to  the
Management Agreement are hereby deleted in their entirety.

     5.  Definitions.  The  following  definition  is added to the  Schedule  of
Definitions,  and in Section 2.3, the phrase "wireless  mobility  communications
network" is replaced by the phrase "Wireless Mobility Communications Network":

     "Wireless  Mobility  Communications  Network" means a radio  communications
system  operating in the 1900 MHz spectrum  range under the rules  designated as
Subpart E of Part 24 of the FCC's rules.

     6. Spectrum Availability. Manager and Sprint PCS agree that Manager has the
right to use either (i) all of the PCS Spectrum  identified  in Amended  Exhibit
2.1 in the  portion  of a  particular  BTA that is part of the  Service  Area if
Sprint PCS has 20 MHz or less of spectrum within such portion of that particular
BTA or (ii) all of the PCS Spectrum up to 20 MHz of the PCS Spectrum  identified
in Amended  Exhibit 2.1 in the portion of a  particular  BTA that is part of the
Service Area if Sprint PCS has more than 20 MHz of spectrum  within such portion
of that particular BTA. Manager agrees to design its Service Area Network to use
the allocated PCS Spectrum efficiently.

     In any BTA within the Service Area where Sprint PCS has more than 20 MHz of
PCS Spectrum  (such amount of PCS Spectrum in excess of 20 MHz being referred to
as "Available PCS Spectrum"),  Sprint PCS, in its sole  discretion,  may use (if
not used in the operation of a Wireless Mobility Communications  Network), sell,
assign or otherwise  dispose of ("Transfer")  any Available PCS Spectrum that is
not then  currently  being used by  Manager [***].

     If Sprint PCS acquires  additional PCS Spectrum in [***],  then the portion
of that  spectrum  that is  needed to have 20 MHz  available  for  Manager  (the
"Requested  Spectrum") will be made available to Manager for Manager's use under
the  Management  Agreement  at [***].  If more than the  Requested  Spectrum  is
acquired  by Sprint PCS in [***],  Sprint PCS has the right to  determine  which
range  of the  Requested  Spectrum  may be used by  Manager.  Any  acquired  PCS
Spectrum  in excess of the  Requested  Spectrum  will be  deemed  Available  PCS
Spectrum and subject to the provisions of the previous paragraph.

     7.  Preservation  of Sprint PCS  Licenses.  Section  2(e) of Addendum II is
modified by changing all references to "June 30, 2002" to "April 29, 2002".

                                       6
<PAGE>

     In addition,  if Sprint PCS and the Alliances consummate a license exchange
that  results  in a change to Sprint  PCS'  Build-out  Requirements  (i.e.,  the
B-Block  Build-out   Requirements  apply  instead  of  the  D/E-Block  Build-out
Requirements), then Sprint PCS' notification and Manager's build-out obligations
will be modified to meet the applicable Build-out Requirements.

     8.  Insurance.  The "Commercial  General  Liability  Insurance:  section of
Exhibit 12.3 to the  Management  Agreement  is modified by adding the  following
sentence  to the end of that  section:  "However,  Manager  may obtain  separate
insurance covering projects near a railroad right-of-way on a project-by-project
basis,   if  in  Manager's   discretion,   the  cost  of  general   coverage  is
unreasonable."

     9.  Governing Law and  Jurisdiction.  (a) Section  17.12 of the  Management
Agreement,  Section 9.11 of the Services  Agreement  and Section 15.8 of each of
the  Trademark  License  Agreements is deleted in its entirety and replaced with
the following language:

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

     (b)  Paragraphs  (a)  and (b) of  Section  15.13  of each of the  Trademark
License Agreements are deleted in their entirety and replaced with the following
language:

          (a) Each party hereby  irrevocably and  unconditionally  submits,  for
     itself and its property,  to the  nonexclusive  jurisdiction  of any Kansas
     State court  sitting in the County of Johnson or any  Federal  court of the
     United  States of  America  sitting  in the  District  of  Kansas,  and any
     appellate  court  from any such  court,  in any suit  action or  proceeding
     arising  out of or  relating  to  this  agreement,  or for  recognition  or
     enforcement  of  any  judgment,  and  each  party  hereby  irrevocably  and
     unconditionally  agrees that all claims in respect of any such suit, action
     or proceeding may be heard and determined in such Kansas State Court or, to
     the extent permitted by law, in such Federal court.

          (b) Each party hereby irrevocably and  unconditionally  waives, to the
     fullest  extent it may  legally  do so, any  objection  which it may now or
     hereafter  have to the  laying of venue of any suit,  action or  proceeding
     arising out of or relating to this  agreement in Kansas State court sitting
     in the County of Johnson or any Federal  court  sitting in the  District of
     Kansas.  Each  party  hereby  irrevocably  waives,  to the  fullest  extent
     permitted by law, the defense of an  inconvenient  forum to the maintenance
     of such suit, action or proceeding in any such court and further waives the
     right to object, with respect to such suit, action or proceeding, that such
     court does not have jurisdiction over such party.

     10. Notice Address.  The address for all entities  comprising Sprint PCS on
the Notice Address Schedule is changed to the following:

         Sprint PCS
         6160 Sprint Parkway, Building 9
         Overland Park, KS  66251
         Telephone: 913-762-7100
         Telecopier:  913-762-7102
         Attention: President, Sprint PCS

                                       7
<PAGE>

with a copy to

         Sprint PCS
         6160 Sprint Parkway, Building 9
         Overland Park, KS  66251
         Telephone: 913-762-7400
         Telecopier:  913-762-0920
         Attention: General Counsel, Sprint PCS

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



                                       8
<PAGE>

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

                               HORIZON PERSONAL
                               COMMUNICATIONS INC


                               By:  /s/
                                  --------------------------------------
                               Name:
                                  --------------------------------------
                               Title:
                                  --------------------------------------

                               SPRINT SPECTRUM L.P.


                               By:  /s/ Thomas E. Mateer
                                  --------------------------------------
                               Thomas E. Mateer,
                               Vice President - Affiliations

                               SPRINTCOM, INC.


                               By:  /s/ Thomas E. Mateer
                                  --------------------------------------
                               Thomas E. Mateer,
                               Vice President - Affiliations

                               SPRINT COMMUNICATIONS
                               COMPANY L.P.


                               By:  /s/ Ed Mattix
                                  --------------------------------------
                               Ed Mattix,
                               Senior Vice President - Public Affairs





                                       9
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

[***]


Mr. Bill McKell, President
Horizon Personal Communications, Inc.
68 East Main Street
Chillicothe, OH 45601

Re:  The  contractual  coverage  footprint  for  the  Phase I  build-out  of the
Ashtabula,  OH, Erie, PA, Jamestown, NY, Meadville, PA, Sharon, PA and Olean, NY
BTA  coverage  areas,  the  Knoxville,  TN Phase IIA BTA  coverage  area and the
Scranton/Wilkes-Barre,  PA Phase II core BTA  coverage  area and Penalty  Amount
assessment  as  described in Addendum V of the Sprint PCS  Management  Agreement
among various Sprint PCS entities and Horizon Personal Communications, Inc. (the
"Management Agreement")

Dear Bill:

The purpose of this letter is to advise  Horizon  Personal  Communications  that
Sprint PCS has reviewed the current  coverage  footprint  for the  following BTA
coverage  areas as described in Addendum V to the  Management  Agreement and the
Amended Exhibit 2.1 dated June 1, 2001:

>>       Ashtabula, OH Phase I.
>>       Erie, PA Phase I.
>>       Jamestown, NY Phase I.
>>       Meadville, PA Phase I.
>>       Sharon, PA Phase I.
>>       Olean, NY Phase I.
>>       Scranton/Wilkes-Barre, PA Phase II core.
>>       Knoxville, TN Phase IIA.

Sprint PCS acknowledges that Horizon Personal  Communications has materially met
the  footprint  coverage  requirements  agreed to in the  modified  Exhibit  2.1
Build-out Plan Map,  Build-out Plan  Description  and Build-out Plan Table dated
June  1,  2001 as it  relates  to the  individual  build-out  phases  of the BTA
coverage areas listed above. Therefore, Horizon Personal Communications has also
met the material  requirements  of the above listed Phase I, Phase IIA and Phase
II core BTA coverage areas in the Amended Exhibit 2.1, as modified in Addendum V
to the Management Agreement.

Sprint PCS will not  assess  any  penalties  under  section 1 (b) of  Addendum V
related to the Phase I, Phase IIA and Phase II core BTA  coverage  areas  listed
above.


Sincerely,


Thomas E. Mateer,
Vice-president, Affiliations and Private Label Services


<PAGE>
                                         Confidential Portion Indicated by "[ ]"
<TABLE>
<CAPTION>

      EXHIBIT 2.1 BUILD-OUT PLAN                                                Horizon Personal Communications Exhibit 2.1
                                                                                    (Addendum V Revision/ June 1, 2001)
<S>    <C>                      <C>          <C>         <C>        <C>          <C>          <C>
    Service Area                                           Build-out Plan
--------------------------------------------------------------------------------------------------------------
                                 Initial                                                      Contractual
                                 Phase/Full   Approx.    Total 2000 Covered      % Covered    Launch Date/Full
 BTA#  BTA Name (or County Name) Build-out    # Cells    BTA POPS   2000 POPs    1999 POPs    Build-out Date
------ ------------------------- ----------- ----------- ---------- ------------ ------------ ----------------
HORIZON BUILT BTA'S
  23   Athens,OH                                  8       131,261      58,711       45%         May-98
  80   Chillicothe, OH                           13       102,128      83,905       82%         Sep-97
 342   Parkersburg, WV                           11       183,473     111,144       61%         Nov-98
 359   Portsmouth, OH                             3        92,379      46,789       51%         Nov-98
 487   Zanesville-Cambridge, OH                  18       186,071     105,451       57%         Mar-98
 229   Kingsport/Johnson                         50       690,563     326,157       47%         Oct-00
       City, TN
  81   Cincinnati, OH                                     127,426
       (Adams, Brown,
       Highland, Mason Co.)
  65   Canton-New                                          36,215
       Philadelphia, OH
       (Coshocton Co.)
 197   Huntington,
       WV-Ashland KY
       (Jessup & Gallia Co.)
 474   Williamson, WV                            6        186,257      32,421       17%         [***]
 259   Logan WV                                  6         41,167      12,309       30%         [***]
 100   Cumberland,  MD                           6        158,077      52,767       33%         [***]
 215   Jamestown, Warren                        51        178,737     123,201       69%         Jun-00
       Dunkirk, PA
         Phase I-B Market            I*                                                         Jun-00
         Phase III-B Market          F*                                                         31-Oct-01
 131   Erie, PA                                 47        278,611     250,293       90%
         Phase I-B Market            I*                                                         Jun-00
         Phase III-B Market          F*                                                         31-Oct-01
  21   Ashtabula, OH                            22        100,166      79,750       80%
         Phase I-C Market            I*                                                         Jun-00
 287   Meadville, PA                            15         89,569      41,852       47%
         Phase I-C Market            I*                                                         Jun-00
 328   Oil City, Franklin, PA                   26        103,580      41,582       40%
         Phase III-C Market          F*                                                         31-Oct-01
 330   Olean, Bradford, PA                      57        242,822      81,259       33%
         Phase I-C Market            I*                                                         Jun-00
         Phase III-C Market          F*                                                         31-Oct-01
 117   Du Bois, Clearfield, PA                  30        128,642      76,026       59%
         Phase III-C Market          I*                                                         31-Oct-01
 429   State College, PA                        34        130,517     103,624       79%
         Phase III-B Market          I*                                                         31-Oct-01
 475   Williamsport, PA                         43        159,910     115,000       72%
         Phase III-B Market          I*                                                         31-Oct-01
 437   Sunbury, Shamokin, PA                    34        183,746     120,829       66%
         Phase III-B Market          I*                                                         31-Oct-01
 416   Sharon, PA                               27        121,556      95,679       79%
         Phase I-B Market            I*                                                         Jun-00
         Phase III-B Market          F*                                                         31-Oct-01
 412   Scranton, Wilkes Barre, PA              159        669,825     492,673       74%
         Phase II Core-A Market      I*                                                         [***]
         Phase IIA-B Market          I*                                                         31-Jul-01
         Phase III-B Market          F*                                                         31-Oct-01
 360   Pottsville, PA                           36        149,443      90,422       61%
         Phase IIA-C Market          I*                                                         30-Sep-01
         Phase III-C Market          F*                                                         31-Oct-01
 435   Stroudsburg, PA                          21        131,529      45,978       35%
         Phase IIA-B Market          I*                                                         31-Jul-01
  10   Allentown Carbon County                  18         59,139      31,113       53%
         Phase IIA-C Market          I*                                                         31-Aug-01
         Phase III-C Market          F*                                                         31-Oct-01
 321   New York, NY                             58
       Sussex County                                      128,286      88,109       69%
       Pike County                                         42,790      12,908       30%
         Phase IIA-B Market          I*                                                         [***]
         Phase III-B Market          F*                                                         31-Oct-01
 232   Knoxville, TN
       Hamblen Co.                                         53,510      17,762       33%
       Jefferson Co. (Partial)                              4,512       1,798       40%
         Phase IIA-C Market          I*                                                         15-May-01

       Total Horizon Built BTA's               799      4,891,907   2,739,512       56%
       Northern PA Markets                     678      2,898,868   1,890,298       65%

NTELOS BUILT BTA'S

 104   Danville, VA                             15        163,533      86,701       53%         1-Oct-99
 266   Lynchburg, VA                            25        157,324     128,990       82%         1-Oct-99
 284   Martinsville, VA                         10         88,038      56,241       64%         1-Oct-99
 376   Roanoke, VA                              55        626,125     373,899       60%         1-Oct-99
 430   Staunton-Waynesboro, VA                  12        105,731      87,604       83%         1-Oct-99
  75   Charlottsville, VA                       50        210,940     131,631       62%         1-Oct-99
  73   Charleston, WV                           45        490,210     224,470       46%         1-Nov-98
  48   Bluefield, WV                            10        174,919      49,868       29%         [***]
  35   Beckley, WV                              10        165,927      59,721       36%         1-Oct-00
 137   Fairmont, WV                              6         57,477      45,973       80%         1-Oct-99
 306   Morgantown, WV                           15        106,766      68,201       64%         1-Oct-99
  82   Clarksburg, WV                           10        194,784      65,409       34%         1-Oct-99
 197   Huntington,                              21        375,537     243,967       65%         1-Nov-98
       WV-Ashland, KY

       Total  NTELOS                           284      2,917,311   1,622,675       56%
       Built BTA's

       Grand Total                            1083      7,809,218   4,362,187       56%
</TABLE>

*NOTE:  I* refers to the  Initial  Phase  Market  Launch,  defined  as the first
build-out  phase of a specific A, B, or C market to satisfy the  requirements as
defined in the Exhibit 2.1 Table, Map and Build-out Narrative.

F* refers to the Full  Build-out,  defined  as the  final  build-out  phase of a
specific  A, B, or C market  with  multiple  build-out  phases  to  satisfy  the
requirements as defined in the Exhibit 2.1 Table,  Map and Build-out  Narrative.
Markets with a single launch/build-out phase are defined as Initial Phase Market
Launches.

<PAGE>
<TABLE>
<CAPTION>

      EXHIBIT 2.1 BUILD-OUT PLAN                                                Horizon Personal Communications Exhibit 2.1
                                                                                    (Addendum V Revision/ June 1, 2001)
<S>    <C>                      <C>           <C>         <C>        <C>          <C>                     <C>     <C>      <C>
                                                                                                                  BTA
                                                                                                                  License
                                                                                                                  Holder
                                                                                                                  for
                                                                                                                  Sprint
                                                                                                                  licenses
                                   Total      Covered     % Sprint   Sprint LTD                                   in
                                 Sprint LTD   Sprint      LTD Lines  Access                               License NTELOS   License
BTA#   BTA Name (or County Name) Access Lines LTD Lines   Covered    Priority     BTA License Holder      Block   markets   Block
------ ------------------------- ------------ ----------- ---------- ------------ ----------------------  ------- -------- ---------
HORIZON BUILT BTA's
  23   Athens,OH                    0           0               0%        No      Sprint Com, Inc.        D & E
  80   Chillicothe, OH              0           0               0%        No      Sprint Com, Inc.        D & E
 342   Parkersburg, WV              0           0               0%        No      Sprint Com, Inc.        D & E
 359   Portsmouth, OH               0           0               0%        No      Sprint Com, Inc.        D & E
 487   Zanesville-Cambridge, OH     0           0               0%        No      Sprint Com, Inc.        D & E
 229   Kingsport/Johnson         276,474       179,373         65%        Yes     Sprint Com, Inc.        D & E
       City, TN
  81   Cincinnati, OH               0           0               0%        No      Sprint Com, Inc.        D & E
       (Adams, Brown,
       Highland, Mason Co.)
  65   Canton-New Philadelphia      0           0               0%        No      Sprint Com              D
       OH (Coshocton Co.)
 197   Huntington, WV-                                                            Sprint Com, Inc.        D & E
       Ashland KY (Jesup
       & Gallia Co.)
 474   Williamson, WV               0           0               0%        No      Sprint Com, Inc.        D & E
 259   Logan WV                     0           0               0%        No      Sprint Com, Inc.        D & E
 100   Cumberland, MD               0           0               0%        No      American PCS, L.P.      A
 215   Jamestown, Warren                                                          WIRELESSCO, L.P.        A
       Dunkirk, PA
         Phase I-B Market
         Phase III-B Market
 131   Erie, PA                                                                   Sprint Com, Inc.        D
         Phase I-B Market
         Phase III-B Market
  21   Ashtabula, OH              6,268         6,268           100%      No      Sprint Com, Inc.        D
         Phase I-C Market
 287   Meadville, PA                                                              Sprint Com, Inc.        D
         Phase I-C Market
 328   Oil City, Franklin, PA     2,388         2,388           100%      No      WIRELESSCO, L.P.        A
         Phase III-C Market
 330   Olean, Bradford, PA                                                        WIRELESSCO, L.P.        A
         Phase I-C Market
         Phase III-C Market
 117   Du Bois, Clearfield, PA                                                    WIRELESSCO, L.P.        A
         Phase III-C Market
 429   State College, PA          2,128          1,064          50%       No      PHILLIECO, L.P.         B
         Phase III-B Market
 475   Williamsport, PA           3,571          3,571          100%      No      PHILLIECO, L.P.         B
         Phase III-B Market
 437   Sunbury, Shamokin, PA                                                      PHILLIECO, L.P.         B
         Phase III-B Market
 416   Sharon, PA                 2,569          2,235          87%       No      Sprint Com, Inc.        D
         Phase I-B Market
         Phase III-B Market
 412   Scranton, Wilkes Barre, PA                                                 WIRELESSCO, L.P.        B
         Phase II Core-A Market
         Phase IIA-B Market
         Phase III-B Market
 360   Pottsville, PA                                                             PHILLIECO, L.P.         B
         Phase IIA-C Market
         Phase III-C Market
 435   Stroudsburg, PA                                                            WIRELESSCO, L.P.        B
         Phase IIA-B Market
  10   Allentown Carbon County                                                    WIRELESSCO, L.P.        B
         Phase IIA-C Market
         Phase III-C Market
 321   New York, NY                                                               WIRELESSCO, L.P.        B
       Sussex County             46,518         32,057          69%      Yes
       Pike County
         Phase IIA-B Market
         Phase III-B Market
 232   Knoxville, TN                                                              Sprint Com, Inc.        D
       Hamblen Co.
       Jefferson Co. (Partial)
         Phase IIA-C Market

       Total Horizon BTA's      339,916         226,956         67%
       Northern PA Markets

NTELOS BUILT BTA'S

 104   Danville, VA              24,156          2,633          11%       No       Virginia PCS          B        Sprint       D
                                                                                   Alliance, L.P.                 Com, Inc.
 266   Lynchburg, VA              6,808          0              0%        No       Virginia PCS          B        Sprint       D
                                                                                   Alliance, L.P.                 Com, Inc.
 284   Martinsville, VA          44,538          27,467         62%       No       Virginia PCS          B        Sprint       D
                                                                                   Alliance, L.P.                 Com, Inc.
 376   Roanoke, VA               68,767          13,808         20%       No       Virginia PCS          B        Sprint       D
                                                                                   Alliance, L.P.                 Com, Inc.
 430   Staunton-Waynesboro,         0             0             0%        No       Virginia PCS          B        Sprint       D
       VA                                                                          Alliance, L.P.                 Com, Inc.
  75   Charlottsville, VA        88,081          69,563         79%       Yes      Virginia PCS          C        Sprint       D & E
                                                                                   Alliance, L.P.                 Com, Inc.
  73   Charleston,               18,518          0              0%        No       West Virginia         B        Sprint       D & E
       WV                                                                          PCS Alliance, L.P.             Com, Inc.
  48   Bluefield, WV             1,821           0              0%        No       West Virginia         B        Sprint       D & E
                                                                                   PCS Alliance, L.P.             Com, Inc.
  35   Beckley, WV                  0            0              0%        No       West Virginia         B        Sprint       D & E
                                                                                   PCS Alliance, L.P.             Com, Inc.
 137   Fairmont, WV                 0            0              0%        No       West Virginia         F                     A
                                                                                   PCS Alliance, L.P.
 306   Morgantown,                  0            0              0%        No       West Virginia         F                     A
       WV                                                                          PCS Alliance, L.P.
  82   Clarksburg,                  0            0              0%        No       West Virginia         E                     A
       WV                                                                          PCS Alliance, L.P.
 197   Huntington,                  0            0              0%        No       West Virginia         B         Sprint      D & E
       WV-Ashland, KY                                                              PCS Alliance, L.P.              Com, Inc.


       Total  NTELOS             252,689         113,471        45%
       Built BTA's

       Grand Total               592,605         340,427        57%
</TABLE>


*NOTE:  I* refers to the  Initial  Phase  Market  Launch,  defined  as the first
build-out  phase of a specific A, B, or C market to satisfy the  requirements as
defined in the Exhibit 2.1 Table, Map and Build-out Narrative.

F* refers to the Full  Build-out,  defined  as the  final  build-out  phase of a
specific  A, B, or C market  with  multiple  build-out  phases  to  satisfy  the
requirements as defined in the Exhibit 2.1 Table,  Map and Build-out  Narrative.
Markets with a single launch/build-out phase are defined as Initial Phase Market
Launches.

1370987

<PAGE>

                         Horizon Personal Communications
                Exhibit 2.1 Build-out Plan Narrative Description
                       (Addendum V Revision/June 1, 2001)


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


The I-90 corridor  includes  Sprint PCS Phase 3 coverage in BTA #021 - Ashtabula
OH,  BTA #131 - Erie PA, and BTA #215 -  Jamestown  NY.  The  coverage  area for
Horizon's  I-90 corridor will extend from Sprint PCS's coverage near the western
boundary  of the  Ashtabula  BTA on  Interstate  90  northeast  to Sprint  PCS's
coverage  near the  northeastern  boundary of the  Jamestown  BTA  including the
cities of Ashtabula, OH and Erie, PA. Coverage will also extend along Ohio Route
11 from I-90 south to meet Sprint PCS's  coverage near the southern  boundary of
the Ashtabula BTA.

The I-79 corridor  includes  Sprint PCS Phase 3 coverage in BTA #287 - Meadville
PA and BTA #416 - Sharon PA. The coverage area for Horizon's  I-79 corridor will
extend  along  Interstate  79 from Erie to meet  Sprint  PCS  coverage  near the
southern  boundary  of the  Sharon  BTA  including  the city of  Meadville,  PA.
Coverage will also extend along  Interstate  80 from Sprint PCS's  coverage near
the western  boundary of the Sharon BTA east to the I-79  interchange  including
the city of Sharon, PA.

The US 219 corridor includes Sprint PCS Phase 3 coverage in BTA #330 - Olean NY.
The coverage  area for  Horizon's US 219 corridor  will extend along US 219 from
Sprint PCS's current coverage near the northern  boundary of the Olean BTA south
to the village of Ellicotteville, NY.


<PAGE>

                         Horizon Personal Communications
                Exhibit 2.1 Build-out Plan Narrative Description
                       (Addendum V Revision/June 1, 2001)


Phase II Core Coverage consists of:         BTA #412          Scranton PA


Specifically,  Phase II Core Coverage in BTA #412-Scranton,  PA will include the
following:

Coverage in the Scranton and  Wilkes-Barre  area along  Interstate 81, northeast
from  Nuangola  up to  Archbald,  including  the  towns  of  Nanticoke,  Moosic,
Kingston, Scranton, Wilkes-Barre and Dunmore.





<PAGE>


                         Horizon Personal Communications
                Exhibit 2.1 Build-out Plan Narrative Description
                       (Addendum V Revision/June 1, 2001)


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

The coverage area for Horizon's  Northeastern  Pennsylvania Cluster includes BTA
#412 - Scranton PA, BTA #360 -  Pottsville  PA, BTA #435 -  Stroudsburg  PA, BTA
#010 - Allentown PA (Carbon  County),  and BTA #321 - New York NY (Pike & Sussex
County).  Coverage will extend along Interstate 81 from the southern boundary of
the Pottsville BTA northeast to the northern  boundary of Scranton BTA including
the cities of Pottsville, Scranton, Wilkes-Barre, Hazelton and Carbondale.

Specifically,  Phase IIA  coverage  in BTA  #412-Scranton,  PA will  include the
following:

1.   North along Interstate 380 from the northern border of Stroudsburg BTA #435
     to the edge of Horizon's Phase 2 Scranton Wilkes-Barre core coverage.

2.   South along Interstate 81 from Horizon's Phase 2 Scranton Wilkes-Barre core
     coverage at Nuangola to the northern  boundary of  Pottsville  PA BTA #360,
     including the town of Hazleton.

3.   East along Interstate 84 from the 380/84  interchange to the western border
     of Pike County in New York, NY BTA #321.

4.   South along Highway 476 from the 476/81  interchange to the northern border
     of Carbon County in the Allentown, PA BTA #010.

5.   East along  Interstate 80 from the 81/80  interchange  to the Carbon County
     border in the Allentown, PA BTA #010.

6.   Northwest  along 29 from the Scranton  core  coverage  area  including  the
     Harvey's Lake area and the towns of Dallas, Noxen and Lehman.

7.   North on  Interstate  81 from  the  380/81  interchange  to the  border  of
     Scranton BTA #435.

8.   West of  Honesdale  on 6 to the Scranton  core  coverage,  southeast to the
     Scranton/Pike  BTA border to include the town of Hawley and southwest along
     the Pike county border to Interstate 84.

Coverage will also extend along Interstate 80 from the I-81 interchange eastward
to the  southeastern  boundary  of the  Stroudsburg  BTA  including  the city of
Stroudsburg,  along  Interstate  84 from the I-81  interchange  eastward  to the
eastern boundary of Pike County including  portions of Sussex County,  and along
the entire length of Interstate 380.  Additional coverage will be provided along
Pennsylvania  Route 9 (Turnpike NE xtender) between Interstate 81 and Interstate
80 and in the eastern portion of Carbon County.

The I-40  Corridor  includes  BTA #232 - Knoxville  TN. The I-40  corridor  will
extend from Sprint PCS's coverage near the western  boundary of Jefferson county
in the Knoxville BTA east on  Interstates  40 and 81 to Horizon's  coverage near
the eastern  boundary of Knoxville BTA and will include the city of  Morristown,
TN. Coverage also includes I-40 South to the North Cocke County Line.



<PAGE>


                         Horizon Personal Communications
                Exhibit 2.1 Build-out Plan Narrative Description
                       (Addendum V Revision/June 1, 2001)


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


The I-80  corridor  includes  BTA #117 - Du  Bois-Clearfield  PA, BTA #328 - Oil
City-Franklin  PA, BTA #416 - Sharon PA, BTA #429 - State College PA, BTA #437 -
Sunbury-Shamokin  PA,  and BTA #475 -  Williamsport  PA. The  coverage  area for
Horizon's I-80 corridor will extend from the I-79  interchange in the Sharon BTA
along Interstate 80 east to I-81 interchange in the Pottsville BTA including the
cities of Du Bois, Clearfield,  State College,  Williamsport,  Shamokin, Sunbury
and nearby smaller  communities and the primary highways  (including I-180) that
connect them to I-80 as depicted on the Exhibit 2.1 map.

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

The  coverage  area for  Horizon's  Northeastern  Pennsylvania  Cluster and I-79
corridor will be enhanced to extend coverage to neighboring  smaller communities
and connecting highways as depicted in the Exhibit 2.1 Map.



1368199v1