Exhibit 10.43.1

                                    AMENDMENT


                                                     Dated as of January 1, 1997


Northern Life Insurance Company
ReliaStar Life Insurance Company
c/o ReliaStar Investment Research, Inc.
100 Washington Avenue South
Suite 800
Minneapolis, Minnesota 55402

     Reference  is made to the  Note  Purchase  Agreement  (the  "Note  Purchase
Agreement") among The Chillicothe  Telephone  Company (the "Company"),  Northern
Life Insurance  Company and Northwestern  National Life Insurance Company (n/k/a
ReliaStar Life Insurance Company)  (collectively,  the "Purchasers") dated as of
November 1, 1993,  pursuant to which the  Purchasers  purchased the Senior Notes
(collectively,  the  "Notes")  of the  Company  dated  November  16, 1993 in the
aggregate  original  principal  amount of  $10,000,000.  The  Purchasers are the
registered  holders of 100% of the outstanding  principal amount of the Notes as
reflected in the Note Register required to be maintained by the Company pursuant
to paragraph 8 of the Note Purchase Agreement. Capitalized terms used herein and
not  otherwise  defined  shall have the meaning  set forth in the Note  Purchase
Agreement.

     The purpose of this letter is to request the  Purchasers  to amend  certain
provisions  of the Note  Purchase  Agreement  and the  Notes.  Accordingly,  the
Company requests the Purchasers' consent to the following:

     1. Interest on Notes. Notwithstanding anything to the contrary contained in
paragraph  1(a) of the Note Purchase  Agreement or in the Notes,  from and after
January 1, 1997 and continuing until the Notes are paid in full, the outstanding
principal amount of the Notes shall bear interest at the rate of 6.72% per annum
(provided that solely for purpose of determining  the portion of annual interest
allocable to any  interest  payment  period,  it shall be assumed that a year is
comprised of 360 days and twelve 30-day  months).  Interest shall continue to be
payable  semi-annually  on the first day of May and  November.  To evidence  the
foregoing amendment, the Company and the Purchasers shall execute an Addendum to
each of the Notes in the form of Exhibit A hereto (the "Addenda to Notes").

     2. Quarterly Financial  Statements.  The following provision shall be added
to the end of paragraph 4(e) of the Note Purchase  Agreement:



                                       1
<PAGE>

     The Company shall also furnish to the holders of the Notes,  within 60 days
     after the close of each quarterly  accounting period in each fiscal year of
     Horizon  Telcom,  Inc.   ("Telcom"),   a  consolidated  balance  sheet  and
     consolidated  statement  of income and  retained  earnings  reflecting  the
     financial  condition  of  Telcom  and its  subsidiaries  at the end of each
     quarterly period and the results of operations  during such period,  all in
     reasonable  detail,  and  setting  forth  comparable  figures  for the same
     accounting period in the preceding fiscal year.

     3.  Annual  Financial  Statements.  Paragraph  4(f)  of the  Note  Purchase
Agreement shall be amended by adding the following provision at the end thereof:

     The  Company  shall also  furnish to the  holders of the Notes,  as soon as
     available,  but in any event within 120 days after the close of each fiscal
     year of Telcom,  duplicate  signed  copies of an audit report  prepared and
     certified  (without  qualification  as to the scope of the audit) by Arthur
     Andersen  &  Company  or  another  firm  of  independent  certified  public
     accountants of national standing selected by Telcom and satisfactory to the
     holders  of the  Notes,  which  report  shall  include a  consolidated  and
     accompanying  supplementary  consolidating  balance sheet of Telcom and its
     subsidiaries  as at the end of such  year,  consolidated  and  accompanying
     supplementary  consolidating  statements of income and retained earnings of
     Telcom and its subsidiaries and consolidated and accompanying supplementary
     consolidating  statements  of cash  flows of  Telcom  and its  subsidiaries
     reflecting  the operations  during said year, all in reasonable  detail and
     setting forth comparable figures for the preceding fiscal year.

     4. Net  Worth.  Paragraph  4(n) of the  Note  Purchase  Agreement  shall be
amended and restated in its entirety to read as follows:

          (n) Net Worth.  Maintain  Consolidated Adjusted Net Worth in an amount
     at an amount at least equal to:

               (i) $20,000,000 at all times before March 31, 1998; and

               (ii) at all times during each twelve-month period ending on March
          31 in each year,  commencing  with the  twelve-month  period ending on
          March 31, 1999,  $20,000,000,  plus 25% of Consolidated Net Income, if
          any,  determined  on a  cumulative  basis for each  fiscal year of the
          Company  ending  on or  after  December  31,  1997  and  prior  to the
          twelve-month  period  for  which  such  determination  is  being  made
          (without  reduction for any Consolidated Net Loss incurred in any such
          fiscal year).

     5.  Transactions  with  Affiliates.  Paragraph  5(g) of the  Note  Purchase
Agreement shall be amended and restated in its entirety to read as follows:



                                       2
<PAGE>

          (g)  Transactions  with  Affiliates.  Enter  into or be a party to any
     transaction  or  arrangement   with  any  Affiliate   (including,   without
     limitation, the purchase from, sale to or exchange of property with, or the
     rendering of any service by or for, any Affiliate),  except in the ordinary
     course of and pursuant to the  reasonable  requirements  of the business of
     the Company or its  Subsidiaries and upon fair and reasonable terms no less
     favorable to the Company or any of its Subsidiaries  than would be obtained
     in a  comparable  arm's-length  transaction  with a  Person  other  than an
     Affiliate.

     6. Restricted  Payments and Restricted  Investments.  Paragraph 5(i) of the
Note Purchase Agreement shall be amended and restated in its entirety to read as
follows:

          (i) Restricted Payments and Restricted Investments.

               (i)  Declare  or  make,  or  incur  any  liability  to  make  any
          Restricted Payments or Restricted Investments, except:

                    (A) a Subsidiary may pay dividends to the Company; and

               (B) subject to the  limitations  in clauses (ii) and (iii) below,
          the Company and its  Subsidiaries  may make  Restricted  Payments  and
          Restricted Investments,  provided that immediately after giving effect
          to any such Restricted Payment or Restricted Investment,  (1) no Event
          of  Default or event  which with the  passing of time or the giving of
          notice, or both, would constitute an Event of Default shall exist, (2)
          the Company would be able to incur at least $1.00 of additional Funded
          Debt pursuant to paragraph  5(a), and (3) the aggregate  amount of all
          Restricted Payments and Restricted Investments from and after December
          31,  1996 to and  including  the date of such  Restricted  Payment  or
          Restricted Investment would not exceed the sum of (i) $3,000,000, plus
          (ii) 60% of any Cumulative  Consolidated Net Income,  minus (iii) 100%
          of any Cumulative Consolidated Net Loss, plus (iv) the net proceeds to
          the Company  from any  issuance of capital  stock after  December  31,
          1996.

               (ii) In  addition  to the  limitations  contained  in clause  (i)
          above,  from  January 1, 1997 through  December 31, 1998,  the Company
          shall not  increase  the  aggregate  quarterly  dividend on its common
          stock above $710,000.

               (iii) In  addition  to the  limitations  contained  in clause (i)
          above, the aggregate amount of all additional  Restricted  Investments
          made by the Company and its  Subsidiaries  in Horizon  Infotech,  Inc.
          after December 31, 1996 shall at no time exceed $1,000,000.

     7.  Additional  Negative  Covenants.  Paragraph  5  of  the  Note  Purchase
Agreement shall be amended by adding the following new paragraphs (k) and (1):



                                       3
<PAGE>

          (k) Sale of Accounts.  Sell with recourse,  discount or otherwise sell
     to an Affiliate any notes  receivable or accounts  receivable for an amount
     less than the face amount thereof,  less a reserve factor for credit losses
     adjusted from time to time to reflect actual credit loss experience.

          (l) Guaranties, Etc. Be or become liable in respect of any Guaranty of
     any  obligation  of any  Affiliate,  or grant any  security  interest in or
     otherwise  pledge  any  of its  assets  to  secure  any  obligation  of any
     Affiliate.

     8. Definitions.

          (a) The definitions of "Consolidated  Adjusted Net Worth," "Cumulative
     Consolidated   Net  Income,"   "Cumulative   Consolidated  Net  Loss,"  and
     "Restricted  Payments" in paragraph 12 of the Note Purchase Agreement shall
     be amended and restated in their entirety to read as follows:

               "Consolidated   Adjusted  Net  Worth"  shall  mean   Consolidated
          Stockholders'  Equity less (i)  goodwill and other  intangible  assets
          created  after the  Closing  Date,  and (ii) all  advances to or other
          investments in Affiliates.

               "Cumulative  Consolidated  Net Income" shall mean the excess,  if
          any, of:

               (i) the sum of (A)  Consolidated  Net  Income,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1996 and (B)  Consolidated  Net Income,  if any, for any completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company; over

               (ii)  the sum of (A)  Consolidated  Net  Loss,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1996 and (B)  Consolidated  Net Loss,  if any,  for any  completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company.

               "Cumulative Consolidated Net Loss" shall mean the excess, if any,
          of:

               (i) the sum of (A)  Consolidated  Net  Loss,  if  any,  for  each
          completed  fiscal year of the Company  commencing on or after December
          31, 1996 and (B)  Consolidated  Net Loss,  if any,  for any  completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company; over



                                       4
<PAGE>

               (ii) the sum of (A)  Consolidated  Net Income,  if any,  for each
          completed  fiscal year of the Company  commencing on or after December
          31, 1996 and (B)  Consolidated  Net Income,  if any, for any completed
          quarter  ending after the end of the most  recently  completed  fiscal
          year of the Company.

               "Restricted  Payments"  shall mean (i) payment or  declaration of
          any  dividend  or any other  distribution  on  account of any class of
          stock  (including  in the term  "stock" any warrant or option or other
          right to purchase such stock of the Company or any  Subsidiary) of the
          Company or any Subsidiary, excluding (A) any distribution which may be
          payable  solely  in  common  stock  of  the  corporation   making  the
          distribution,  (B)  dividends  by the  Company  to Telcom in an amount
          equal to the capital  gains taxes payable by Telcom as a result to the
          sale by Horizon Infotech of its Direct Broadcast  Satellite  Business,
          (C)  dividends by the Company to Telcom  during the fiscal year ending
          December 31, 1997 in an aggregate  amount up to  $3,800,000,  provided
          that all such dividends are reinvested by Telcom in Horizon  Infotech,
          and (D)  dividends  by the  Company to Telcom  during the fiscal  year
          ending December 31, 1998 in an aggregate  amount up to $3,900,000 plus
          an amount equal to the excess,  if any, of $3,800,000  over the amount
          of dividends paid pursuant to clause (C) above, provided that all such
          dividends are reinvested by Telcom in Horizon Infotech, (ii) direct or
          indirect  redemptions,  purchases,  or other acquisitions of shares of
          stock  except  for  any  such   redemptions   constituting   Permitted
          Investments,  and (iii) any optional  prepayment by the Company or any
          Subsidiary of any Subordinated Debt of the Company or any Subsidiary.

          (b) The following new definitions of "Affiliate" and "Guaranty"  shall
     be added to paragraph 12 of the Note Purchase Agreement:

               "Affiliate"   shall  mean  any  Person  (i)  which   directly  or
          indirectly  through  one  or  more  intermediaries   controls,  or  is
          controlled  by, or is under common  control  with,  the Company,  (ii)
          which beneficially owns or holds 5% or more of any class of the voting
          stock  of the  Company,  (iii) 5% or more of any  class of the  voting
          stock (or in the case of a Person  which is not a  corporation,  5% or
          more of the equity interest) of which is beneficially owned or held by
          the Company or a Subsidiary, (iv) any director, officer of employee of
          the Company or any  Subsidiary  or other  Person  described in clauses
          (i), (ii) and (iii) hereof,  and (v) any spouse,  lineal descendant or
          ascendant,  brother or sister, by blood,  adoption or marriage, of any
          Person listed in clauses (i) through (iv) hereof,  and spouses of such
          ascendants,  descendants,  brothers  and sisters.  The term  "control"
          means the  possession,  directly or indirectly,  of the power or cause
          the  direction of the  management  and  policies of a Person,  whether
          through the ownership of voting stock, by contract or otherwise.



                                       5
<PAGE>

               "Guaranties" by any Person shall mean all obligations (other than
          endorsements   in  the  ordinary  course  of  business  of  negotiable
          instruments for deposit or collection) of such Person guaranteeing, or
          in effect guaranteeing, any indebtedness, dividend or other obligation
          of any other Person (the  "primary  obligor")  in any manner,  whether
          directly or indirectly including,  without limitation, all obligations
          incurred  through  an  agreement,  contingent  or  otherwise,  by such
          Person:  (i)  to  purchase  such  indebtedness  or  obligation  or any
          property or assets constituting security therefor,  (ii) to advance or
          supply funds (x) for the purchase or payment of such  indebtedness  or
          obligation or (y) to maintain  working  capital or other balance sheet
          condition  or  otherwise  to advance or make  available  funds for the
          purchase or payment of such indebtedness or obligation, (iii) to lease
          property  or to  purchase  securities  or other  property  or services
          primarily  for  the  purpose  of  payment  of  the   indebtedness   or
          obligation,  or (iv) otherwise to assure the owner of the indebtedness
          or obligation of the primary obligor against loss in respect thereof.

     9. Conditions Precedent. The effectiveness of the foregoing Amendment shall
be subject to the following documents and items:

          (a) the  receipt  by the  Purchasers  of the  Addenda  to Notes,  duly
     executed by the Company,

          (b) the  receipt by the  Purchasers  of payment by Company of the fees
     and expenses described in paragraph 10 hereof,

          (c) Horizon Infotech and Horizon Services,  Inc. shall have repaid the
     intercompany  payable  from such  Affiliates  to the Company to the maximum
     extent  possible,  but  in  any  event  in an  amount  at  least  equal  to
     $10,800,000, and the Company shall have used the proceeds of such repayment
     to either repay  indebtedness of the Company or make investments  permitted
     by clauses (i) through (vi) of the definition of Permitted Investments.

     10.  Expenses.  The Company agrees to pay and save the Purchasers  harmless
against the liability for the payment of all reasonable  out-of-pocket expenses,
including the reasonable fees and expenses of counsel to the Purchasers, arising
in connection with the preparation, execution and delivery of this Amendment and
Addenda to Notes, and the consummation of the transactions contemplated hereby.

     11.  Miscellaneous.  Except as specifically  amended hereby,  all terms and
provisions  of  the  Note  Purchase   Agreement  and  all  other  documents  and
instruments  related  thereto,  including  without  limitation the Notes,  shall
remain in full  force and effect  with no other  modification  or  waiver.  This
Amendment  may be executed in two or more  counterparts,  each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.




                                       6
<PAGE>

     If you agree to amending the Note  Purchase  Agreement and the Notes in the
manner  set  forth  above,   please  so  indicate  by  executing   the  form  of
acknowledgment  set forth  below.  The  amendments  shall then take  effect upon
satisfaction of the conditions set forth in paragraph 9 hereof.

                                    THE CHILLICOTHE TELEPHONE COMPANY



                                    By:  /s/ Jack E. Thompson
                                         --------------------------------------
                                     Its: Secretary-Treasurer
                                         --------------------------------------


Agreed to and accepted as of the date
first-above written.

NORTHERN LIFE INSURANCE COMPANY


By:  /s/
    --------------------------------------
Its:  Assistant Treasurer
    --------------------------------------


RELIASTAR LIFE INSURANCE COMPANY
(f/k/a Northwestern National Life Insurance Company)


By:  /s/
    --------------------------------------
Its:  Authorized Representative
    --------------------------------------



                                       7
<PAGE>


                                                                       EXHIBIT A

                                    ADDENDUM

                                       TO

                            $____________ SENIOR NOTE

                                       OF

                        THE CHILLICOTHE TELEPHONE COMPANY

                             DATED NOVEMBER 16,1993

     This Addendum to the  above-referenced  Senior Note (together with any note
or notes issued in exchange therefor,  the "Note") of The Chillicothe  Telephone
Company (the "Company") payable to  ___________________ or registered assigns is
made as of the 1st day of January 1997. The Company agrees as follows:

     1.  The  principal  amount  of the  Note  outstanding  on the  date of this
Addendum is $_________________.

     2. Notwithstanding  anything to the contrary contained in paragraph 1(a) of
the Note Purchase Agreement or in the Note,  effective as of January 1, 1997 the
outstanding  principal  amount of the Note  shall bear  interest  at the rate of
6.72% per annum (provided that solely for the purpose of determining the portion
of annual interest allocable to any interest payment period, it shall be assumed
that a year is  comprised  of 360 days and 12  30-day  months).  Interest  shall
continue to be payable semi-annually on the 1st day of May and November.

     Upon  execution and delivery by the Company and acceptance by the holder of
the Note of this  Addendum,  this  Addendum  shall become part of the Note.  All
references  to the Note in the  Note,  the  Note  Purchase  Agreement,  and this
Addendum  shall  hereinafter  be deemed to  references to the Note as amended by
this  Addendum.  Except as expressly set forth herein,  the Note shall remain in
full force and effect without modification.

     This Addendum shall be governed by the laws of the State of Minnesota.

                                THE CHILLICOTHE TELEPHONE COMPANY


                                By:_____________________________________

                                Its:____________________________________


Agreed to and accepted as of
the date first-above mentioned:

[_________________________________]


By:_______________________________

Its:______________________________



<PAGE>



                                    ADDENDUM

                                       TO

                             $4,000,000 SENIOR NOTE

                                       OF

                        THE CHILLICOTHE TELEPHONE COMPANY

                             DATED NOVEMBER 16,1993

     This Addendum to the  above-referenced  Senior Note (together with any note
or notes issued in exchange therefor,  the "Note") of The Chillicothe  Telephone
Company (the "Company") payable to Northwestern  National Life Insurance Company
(n/k/a ReliaStar Life Insurance Company) or registered assigns is made as of the
1st day of January 1997. The Company agrees as follows:

     1.  The  principal  amount  of the  Note  outstanding  on the  date of this
Addendum is $4,000,000.

     2. Notwithstanding  anything to the contrary contained in paragraph 1(a) of
the Note Purchase Agreement or in the Note,  effective as of January 1, 1997 the
outstanding  principal  amount of the Note  shall bear  interest  at the rate of
6.72% per annum (provided that solely for the purpose of determining the portion
of annual interest allocable to any interest payment period, it shall be assumed
that a year is  comprised-of  360 days and 12  30-day  months).  Interest  shall
continue to be payable semi-annually on the 1st clay of May and November.

     Upon  execution and delivery by the Company and acceptance by the holder of
the Note of this  Addendum,  this  Addendum  shall become part of the Note.  All
references  to the  Note in the  Note,  the  Note  Purchase  Agreement  and this
Addendum  shall  hereinafter  be deemed to  references to the Note as amended by
this  Addendum.  Except as expressly set forth herein,  the Note shall remain in
full force and effect without modification.

     This Addendum shall be governed by the laws of the State of Minnesota.

                                    THE CHILLICOTHE TELEPHONE COMPANY



                                    By:  /s/ Jack E. Thompson
                                         --------------------------------------
                                     Its: Secretary-Treasurer
                                         --------------------------------------


Agreed to and accepted as of the date
first-above mentioned.

RELIASTAR LIFE INSURANCE COMPANY
(f/k/a Northwestern National Life Insurance Company)

By:  /s/
    --------------------------------------
Its:  Assistant Treasurer
    --------------------------------------


<PAGE>



                                    ADDENDUM

                                       TO

                             $6,000,000 SENIOR NOTE

                                       OF

                        THE CHILLICOTHE TELEPHONE COMPANY

                             DATED NOVEMBER 16,1993

     This Addendum to the  above-referenced  Senior Note (together with any note
or notes issued in exchange therefor,  the "Note") of The Chillicothe  Telephone
Company (the "Company") payable to Northern Life Insurance Company or registered
assigns  is made as of the  1st day of  January  1997.  The  Company  agrees  as
follows:

     1.  The  principal  amount  of the  Note  outstanding  on the  date of this
Addendum is $6,000,000.

     2. Notwithstanding  anything to the contrary contained in paragraph 1(a) of
the Note Purchase Agreement or `in the Note, effective as of January 1, 1997 the
outstanding  principal  amount of the Note  shall bear  interest  at the rate of
6.72% per annum (provided that solely for the purpose of determining the portion
of annual interest allocable to any interest payment period, it shall be assumed
that a year is  comprised  of 360 days and 12  30-day  months).  Interest  shall
continue to be payable semi-annually on the 1st day of May and November.

     Upon  execution and delivery by the Company and acceptance by the holder of
the Note of this  Addendum,  this  Addendum  shall become part of the Note.  All
references  to the Note in the  Note,  the  Note  Purchase  Agreement,  and this
Addendum  shall  hereinafter  be deemed to  references to the Note as amended by
this  Addendum.  Except as expressly set forth herein,  the Note shall remain in
full force and effect without modification.

     This Addendum shall be governed by the laws of the State of Minnesota.

                                    THE CHILLICOTHE TELEPHONE COMPANY



                                    By:  /s/ Jack E. Thompson
                                         --------------------------------------
                                     Its: Secretary-Treasurer
                                         --------------------------------------


Agreed to and accepted as of the date
first-above mentioned.

NORTHERN LIFE INSURANCE COMPANY

By:  /s/
    --------------------------------------
Its:  Assistant Treasurer
    --------------------------------------



<PAGE>


                     [Squire, Sanders & Dempsey Letterhead]

                                 January 4, 1994

                                                                 (614) 365-2728

Jack E. Thompson
The Chillicothe Telephone Company
68 East Main Street
P.O. Box 480
Chillicothe, Ohio 45601-0480

Dear Jack:

     Enclosed  please find a bound  transcript for the  $10,000,000  Senior Note
Financing dated November 16, 1993. Also enclosed are the file-stamped  copies of
the UCC Termination Statements and mortgage releases.

                              Best regards,


                              /s/ James P. Mulroy
                              James P. Mulroy

JPM/bjk
Enclosures




<PAGE>






                        THE CHILLICOTHE TELEPHONE COMPANY

                        $10,000,000 SENIOR NOTE FINANCING

                                NOVEMBER 16, 1993



<PAGE>


                                                                            TAB
                                                                            ---

Memorandum of Closing                                                        1

Note Purchase Agreement                                                      2

$6,000,000 6.47% Senior Note                                                 3

$4,000,000 6.47% Senior Note                                                 4

UCC Terminations                                                             5

Articles of Incorporation of Chillicothe Telephone Company                   6

Good Standing Certificate - The Chillicothe Telephone Company                7

Officers Certificate Regarding Closing Matters                               8

Officers' Certificate                                                        9

Articles of Incorporation of Business Telephone Systems, Inc.                10

Good Standing Certificate - Chillicothe Telephone Company
Communications, Inc.                                                         11

PUCO Finding and Order                                                       12

Chillicothe Telephone Notice of Redemption Order                             13

PNC Bank Notice of Redemption                                                14

Wiring Instructions                                                          15

National City Investments Corporation Confirmation                           16

Opinion of Squire, Sanders & Dempsey                                         17

Acknowledgment of Payment                                                    18



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