Exhibit 10.43

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                           PLEDGE AND ESCROW AGREEMENT


                                  by and among

                               HORIZON PCS, INC.,
                     HORIZON PERSONAL COMMUNICATIONS, INC.,
                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC,

                           WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                           WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION,
                                 as Escrow Agent









                          Dated as of December 7, 2001


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                           PLEDGE and ESCROW AGREEMENT

     THIS PLEDGE AND ESCROW AGREEMENT (this  "Agreement"),  dated as of December
7, 2001, is by and among Horizon PCS, Inc.  (the  "Company"),  Horizon  Personal
Communications,  Inc. ("PerCom"),  Bright Personal Communications  Services, LLC
("Bright"  and,  together  with  PerCom,  the  "Guarantors")  Wells  Fargo  Bank
Minnesota,  National  Association,  as trustee under the  Indenture  referred to
below (the "Trustee"), and Wells Fargo Bank Minnesota,  National Association, in
its capacity as escrow agent (the "Escrow Agent").

                                    RECITALS

     The Company, the Guarantors and the Trustee have entered into an Indenture,
dated as of  December 7, 2001 (the  "Indenture"),  pursuant to which the Company
and the Guarantors will issue  $175,000,000 in aggregate  principal amount of 13
3/4% Senior  Notes due 2011 (the  "Notes") and the related  senior  subordinated
guarantees (the "Guarantees").

     The  Company,  the  Guarantors  and Wells  Fargo Bank  Minnesota,  National
Association,  as trustee,  entered into an Indenture (the "Senior Discount Notes
Indenture"),  dated as of September 26, 2000, governing the Company's 14% Senior
Discount  Notes due 2010 (the "Senior  Discount  Notes"),  pursuant to which the
Company is  required to equally and  ratably  secure the Senior  Discount  Notes
should the Company permit any Lien securing  Indebtedness that is equal in right
of payment with the Senior Discount Notes.

     The Company  desires to establish  an escrow  account with the Escrow Agent
into which  $48,659,722.22  of the net proceeds  from the sale of the Notes will
be, simultaneously with the issuance of the Notes on the date hereof,  deposited
by the  Company  to be held and  distributed  in  accordance  with the terms and
conditions  set forth herein,  and the Escrow Agent is willing to establish such
an account and to accept such funds in accordance with the terms hereinafter set
forth.

     Capitalized  terms used but not  defined  herein  shall  have the  meanings
assigned to them in the Indenture.

                                    AGREEMENT

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     Section  1.  Establishment  of  Escrow  Account.  The  Escrow  Agent  shall
establish on the date hereof and maintain in the  Trustee's  name a  "securities
account"  (within  the  meaning  of Article 8 of  Uniform  Commercial  Code (the
"UCC")) (the "Escrow Account") to which there shall be immediately  credited and
held amounts  received by the Escrow Agent from the Company in  accordance  with
Section 3 hereof.  The funds credited to the Escrow Account shall be applied and
disbursed only as provided  herein.  The Escrow Agent shall  segregate the funds
credited  to the  Escrow  Account  from its other  funds  held as an agent or in
trust.  The  Escrow  Agent  shall  treat all  property  held by it in the Escrow
Account as "financial  assets" under Section 8-501(a) (or successor  section) of
the UCC.


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     Section 2. Deposit to the Escrow Account; Investments.

     (a)  Concurrently  with the execution and delivery of this  Agreement,  the
Company shall deliver to the Escrow Agent for deposit in the Escrow  Account the
sum of $48,659,722.22 (the "Escrow Funds"). All amounts to be deposited with the
Escrow Agent shall be  transferred  by wire  transfer of  immediately  available
funds to the following account:

            WELLS FARGO BANK MINNESOTA, N.A.
            ABA No.:  091000019
            Account No.:  0001038377
            Account Name:  Corporate Trust Clearing Account
            FFC:  Wells Fargo as Trustee for Horizon PCS Holders, A/C 11986801
            Attention:  Joseph Taffe

     (b) Promptly  following  the deposit of any funds into the Escrow  Account,
the  Escrow  Agent  shall  invest  such  funds  in the  name of the  Trustee  in
Government  Securities.  Prior to the  occurrence  of an Event of  Default,  the
Company  shall  provide  written  instructions  to the  Escrow  Agent  as to the
specific  Government  Securities  in which  funds are to be  invested.  All such
amounts shall remain so invested until the close of business on the Business Day
prior to any  withdrawal by the Escrow Agent  pursuant to Section 4 hereof.  All
Government  Securities  from  time  to  time  credited  to  the  Escrow  Account
constituting  "security  entitlements" as defined in Section 8-102(a)(17) of the
New York UCC (hereinafter  defined) shall be held in the name of the Trustee and
in no event shall the Company be or be deemed to be the "entitlement holder" (as
such term is defined in as defined in Section  8-102(a)(7)  of the New York UCC)
with respect thereto.

     Section 3. Security Interest.

     (a) Pledge and Assignment. The Company hereby irrevocably pledges, assigns,
grants,  hypothecates  and sets over to the  Trustee,  for the equal and ratable
benefit  of the  Holders of the Notes and the  registered  holders of the Senior
Discount  Notes, a first  priority  continuing  security  interest in all of the
Company's right,  title and interest in and to all of the following  whether now
owned  or  existing  or  hereafter  acquired  or  created   (collectively,   the
"Collateral"):

          (i) all funds from time to time held in the Escrow Account, including,
     without limitation,  the Escrow Funds and all certificates and instruments,
     if any, from time to time, representing or evidencing the Escrow Account or
     the Escrow Funds;

          (ii) all investments of funds in the Escrow  Account,  which all shall
     constitute Government Securities,  and whether held by or registered in the
     name of the Escrow Agent and all certificates and instruments, if any, from
     time to time representing or evidencing any such Government Securities;

          (iii) all promissory notes, certificates of deposit, deposit accounts,
     checks and other  instruments  evidencing such  Government  Securities from
     time to time  hereafter  delivered to or otherwise  possessed by the Escrow
     Agent, for or on behalf of the Company,  in substitution for or in addition
     to any or all of the then existing Collateral;



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          (iv) all interest, dividends, cash, instruments,  securities and other
     property from time to time received, receivable or otherwise distributed in
     respect of or in exchange for any or all of the then  existing  Collateral;
     and

          (v) all proceeds of the foregoing including,  without limitation,  all
     cash proceeds and all non-cash proceeds thereof.

     The Trustee hereby appoints the Escrow Agent to act as the Trustee's agent,
on behalf of the Holders of the Notes and the  registered  holders of the Senior
Discount Notes, for purposes of perfecting the foregoing pledge,  assignment and
security  interest in the  Collateral,  and the Escrow Agent hereby accepts such
appointment.  For so long  as the  foregoing  pledge,  assignment  and  security
interest  remains in effect,  the Escrow Agent hereby waives any right of setoff
or banker's  lien that it, in its  individual  capacity or in its capacity as an
agent for  Persons  other than the  Trustee and the Holders of the Notes and the
registered holders of the Senior Discount Notes, may have with respect to any or
all of the Collateral.

     (b)  Secured  Obligations.  This  Agreement  secures  the due and  punctual
payment  and  performance  of all  Obligations  of the  Company,  whether now or
hereafter existing,  under the Notes, the Indenture,  the Senior Discount Notes,
the Senior  Discount  Notes  Indenture and this  Agreement,  including,  without
limitation, interest and premium, if any, accrued on the Notes and/or the Senior
Discount Notes after the commencement of a bankruptcy, reorganization or similar
proceeding  involving  the Company to the extent  permitted  by  applicable  law
(collectively, the "Secured Obligations").

     (c)  Delivery of  Collateral.  All  certificates  or  instruments,  if any,
representing or evidencing all or any portion of the Collateral shall be held by
the  Escrow  Agent on  behalf of the  Trustee  pursuant  hereto  and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments  of  transfer or  assignments  in blank,  all in form and  substance
reasonably  satisfactory  to the  Escrow  Agent,  and all in form and  substance
sufficient  to  convey  a valid  security  interest  in such  Collateral  to the
Trustee.  All securities in  uncertificated  or book-entry form and all security
entitlements,  if any, in each case  representing  or evidencing  the Collateral
shall be  registered in the name of the Escrow Agent (or any of its nominees) as
the registered owner thereof by book-entry or as otherwise  appropriate so as to
properly  identify the interest of the Escrow Agent  therein.  In addition,  the
Escrow Agent shall have the right,  at any time  following the  occurrence of an
Event of Default,  to transfer to or to register in the name of the Escrow Agent
or any of its nominees any or all other Collateral. Except as otherwise provided
herein,  all Collateral  shall be deposited and held in the Escrow Account.  The
Escrow  Agent  shall  have the  right at any time to  exchange  certificates  or
instruments  representing or evidencing all or any portion of the Collateral for
certificates  or  instruments  of  smaller or larger  denominations  in the same
aggregate amount.

     (d) Maintaining  the Escrow  Account.  So long as this Agreement is in full
force and effect:

          (i) subject to the other terms and conditions of this  Agreement,  (i)
     all Collateral held by the Escrow Agent pursuant to this Agreement shall be
     held in the  Escrow  Account,  which  shall  be  subject  to the  exclusive


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     dominion  and control of the Trustee for the benefit of the Trustee and the
     equal and  ratable  benefit  of the  Holders  of the  Notes and the  Senior
     Discount Notes;

          (ii) the Escrow Account and all  Collateral  from time to time therein
     shall remain  segregated  from all other funds or other property  otherwise
     held by the Trustee or the Escrow Agent, as applicable;

          (iii) all amounts (including,  without limitation, any Escrow Funds or
     interest  on or  other  proceeds  of the  Escrow  Funds  or any  Government
     Securities  held in the  Escrow  Account)  shall  remain on  deposit in the
     Escrow Account until withdrawn in accordance with this Agreement; and

          (iv) the Escrow  Agent shall take all steps  necessary  to ensure that
     the Trustee is the holder or entitlement holder (as the case may be) of all
     of the  Collateral  and that  either the  Trustee for the equal and ratable
     benefit  of the  Holders  of the Notes and the  registered  holders  of the
     Senior  Discount  Notes or, to the extent  required by applicable  law, the
     Escrow  Agent,  for the  benefit of the  Trustee  and the equal and ratable
     benefit  of the  Holders  of the Notes and the  registered  holders  of the
     Senior  Discount  Notes,  is  the  holder  or  entitlement  holder  of  all
     Government  Securities and other uncertificated  securities on the books of
     the  applicable  Federal  Reserve  Bank  or  other  applicable   securities
     intermediary.

     (e) Further Assurances.  Prior to,  contemporaneously  herewith, and at any
time and from  time to time  hereafter,  the  Company  shall,  at the  Company's
expense,  execute  and  deliver  to the  Trustee  or  its  designee  such  other
instruments  and  documents,  and take all further  action as the Trustee  deems
reasonably  necessary  or  advisable  or may  reasonably  request  to confirm or
perfect the security  interest of the Trustee granted or purported to be granted
hereby or to enable the Trustee to exercise  and enforce its rights and remedies
hereunder  with  respect  to any  Collateral,  and the  Company  shall  take all
necessary action to preserve and protect the security interest created hereby as
a first priority, perfected lien and encumbrance upon the Collateral.

     (f)  Transfers  and Other  Liens.  The Company  agrees that it will not (i)
sell,  assign (by  operation of law or  otherwise)  or otherwise  dispose of, or
grant any option with respect to, any of the Collateral or (ii) create or permit
to exist any Lien upon or with respect to any of the Collateral,  except for the
security interest under this Agreement.

     Section  4.  Distributions  from  Escrow  Account.  Funds on deposit in the
Escrow  Account shall be withdrawn by the Escrow Agent and  transferred  only in
accordance with this Section 4:

     (a) Event of Default.

          (i) For so long as an Event of Default has occurred and is  continuing
     under the  Indenture or the Senior  Discount  Notes  Indenture,  no amounts
     shall be disbursed  from the Escrow  Account,  except as provided in clause
     (ii) below.

          (ii) If (a) any Event of Default has occurred and is continuing  under
     Section 6.1 of the  Indenture or under  Section 6.1 of the Senior  Discount


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     Notes  Indenture,  (b) any  other  Event of  Default  has  occurred  and is
     continuing  that results in the  acceleration  of the payment of principal,
     interest,  premium, if any, and Liquidated Damages, if any, pursuant to the
     terms of the Indenture or the Senior Discount Notes  Indenture,  or (c) any
     material breach or violation of any  representation,  warranty or agreement
     contained in this Agreement has occurred:

               (A) The Trustee  may,  without  notice to the  Company  except as
          required  by  applicable  law and at any  time or from  time to  time,
          direct the Escrow Agent to liquidate all  Collateral  and transfer all
          proceeds thereof to the Paying Agent to apply such funds in accordance
          with  Section  6.2 of  the  Indenture  or  Section  6.2 of the  Senior
          Discount Notes Indenture, as applicable.

               (B) The Trustee (and/or the Escrow Agent on its behalf) may also,
          in  addition to the other  rights and  remedies  provided  for herein,
          exercise in respect of the Collateral all the rights and remedies of a
          secured party upon default under the UCC in effect at that time in the
          State of New York (the "New York  UCC")  (whether  or not the New York
          UCC applies to the affected Collateral),  and may also, without notice
          except as specified below,  sell the Collateral or any part thereof in
          one  or  more  parcels  at  public  or  private  sales,  at any of the
          Trustee's or the Escrow  Agent's  offices or  elsewhere,  for cash, on
          credit  or for  future  delivery,  and upon  such  other  terms as the
          Trustee may deem commercially reasonable.  The Company agrees that, to
          the extent  notice of sale shall be required by law, at least ten (10)
          days'  notice to the  Company of the time and place of any public sale
          or  the  time  after  which  any  private  sale  is to be  made  shall
          constitute reasonable  notification.  The Trustee and the Escrow Agent
          shall not be obligated to make any sale of  Collateral  regardless  of
          notice of sale having been given.  The Trustee and/or the Escrow Agent
          on its behalf may adjourn any public or private sale from time to time
          by announcement  at the time and place fixed  therefor,  and such sale
          may, without further notice, be made at the time and place to which it
          was so adjourned.

               (C) Any cash held by the Escrow Agent as  Collateral  and all net
          cash  proceeds  received by the Trustee or the Escrow Agent in respect
          of any sale or liquidation of,  collection from, or other  realization
          upon all or any part of the  Collateral  may, in the discretion of the
          Trustee, be held by the Trustee or the Escrow Agent as collateral for,
          and then or at any time  thereafter be applied  (after  payment of any
          costs and expenses  incurred in connection with any sale,  liquidation
          or disposition  of or realization  upon the Collateral and the payment
          of any amounts payable to the Trustee or the Escrow Agent) in whole or
          in part by the  Trustee or the Escrow  Agent for the equal and ratable
          benefit  of the  Holders of the Notes and the  Senior  Discount  Notes
          against,  all or any part of the Secured  Obligations in such order as
          the Trustee  shall  elect.  Any surplus of such cash or cash  proceeds
          held by the Trustee or the Escrow Agent and remaining after payment in
          full  of all  the  Secured  Obligations  and the  costs  and  expenses
          incurred  by and amounts  payable to the  Trustee or the Escrow  Agent
          hereunder or under the Indenture shall be paid over to the Company.

     (b) Scheduled Interest  Payments.  Pursuant to the Notes and Section 4.1 of
the  Indenture,  the Company is  obligated  to make  payments of interest on the
Notes on each of June 15, 2002,  December  15, 2002,  June 15, 2003 and December
15, 2003 (each, a "Scheduled Interest Payment"). The Scheduled Interest Payments
due on the Notes may be made (1) from  amounts  held in the  Escrow  Account  in
accordance  with the  procedures  set forth in subsection  (i) below or (2) from


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other sources of funds  available to the Company,  as  anticipated in subsection
(ii) below, or from any combination of (1) and (2) above;  provided that nothing
herein  shall be  construed as limiting  the  Company's  obligation  to make all
interest  payments due on the Notes at the times and in the amounts  required by
the Notes, which obligation shall be absolute and unconditional.

          (i) Payment of  Interest.  If the Company  elects to cause a Scheduled
     Interest  Payment to be made using funds held in the Escrow Account,  then,
     not later than five (5) Business  Days prior to the date of the  applicable
     Scheduled  Interest  Payment,  the Company shall direct the Escrow Agent to
     transfer  from the Escrow  Account to the Paying  Agent funds  necessary to
     provide for  payment in full (or, if the Company  intends to make a portion
     of such interest payment with funds in the Escrow Account and the remainder
     of such interest payment with funds other than those in the Escrow Account,
     such portion) of the next Scheduled  Interest  Payment on the Notes.  At or
     prior to 1:00 p.m.,  New York City  time,  on the day that is no later than
     one Business Day following  receipt of such notice,  the Escrow Agent shall
     transfer  such funds to the Paying Agent as set forth in paragraph  (d)(ii)
     hereof, and notify the Company that it has made such transfer to the Paying
     Agent.  As  provided  in Section 4.1 of the  Indenture,  interest  shall be
     considered  paid on the date due if the  Paying  Agent (if  other  than the
     Company or any of its Subsidiaries)  holds as of 10:00 a.m. Eastern time on
     the due date money  designated for and sufficient to pay interest then due.
     If the Company  does not intend to utilize the funds in the Escrow  Account
     to make any such  interest  payment in full,  then the Company shall comply
     with Section 4(b)(ii) below.

          (ii) Release of Funds to the Company Due to Direct Payment of Interest
     by the Company. If the Company makes any of the Scheduled Interest Payments
     or a portion of any of the  Scheduled  Interest  Payments  from a source of
     funds other than the Escrow  Account  ("Company  Funds"),  the Company may,
     after payment in full of such Scheduled  Interest Payment and upon at least
     five (5) Business Days prior notice, direct the Escrow Agent, so long as no
     Event of Default has occurred and is continuing,  to release to the Company
     or at the  direction  of the  Company  an amount of funds  from the  Escrow
     Account less than or equal to the amount of Company Funds so expended. Upon
     receipt of such notice,  the Escrow Agent shall pay over to the Company the
     requested amount.

     (c) Investment Income. Subject to the provisions of Section 4(a) above, all
investment  income  earned on amounts  on  deposit in the Escrow  Account is the
personal  property of the  Company.  Subject to the  provisions  of Section 9(b)
hereof, promptly following receipt of any investment income earned on amounts on
deposit in the Escrow Account, the Escrow Agent shall transfer such funds to the
Company pursuant to paragraph (d)(i) hereof.

     (d) Wire Transfer.

          (i) All funds distributed from the Escrow Account to the Company shall
     be  transferred  by wire  transfer of  immediately  available  funds to the
     following account:

                   ABA No.:  044000024
                   Account No.:  01088134722 at Huntington National Bank
                   Account Name:  Horizon PCS, Inc.
                   Attention:  Judy Crane

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          (ii) All funds distributed from the Escrow Account to the Paying Agent
     for  payment  on the  Notes  shall  be  transferred  by  wire  transfer  of
     immediately available funds to the following account:

                   WELLS FARGO BANK MINNESOTA, N.A.
                   ABA No.:  091000019
                   Account No.:  0001038377
                   Account Name:  Corporate Trust Clearing Account
                   FFC:  Horizon PCS, Inc. Senior Notes, A/C 11986800
                   Attention:  Joseph Taffe

          (iii) All funds  distributed  from the  Escrow  Account  to the paying
     agent under the Senior  Discount Notes  Indenture for payment on the Senior
     Discount  Notes  shall  be  transferred  by wire  transfer  of  immediately
     available funds to the following account:

                   WELLS FARGO BANK MINNESOTA, N.A.
                   ABA No.:  091000019
                   Account No.:  0001038377
                   Account Name:  Corporate Trust Clearing Account
                   FFC:  Horizon PCS Orig Issue Amt-Snr Disc Nts, A/C 10252800
                   Attention:  Joseph Taffe

     (e) Written Instructions;  Certificates. The Company shall, upon request by
the Escrow  Agent,  execute  and  deliver to the  Escrow  Agent such  additional
written instructions and certificates hereunder as may be reasonably required by
the Escrow Agent to give effect to this Section 4.

     Section 5.  Termination of Security  Interest.  Upon payment in full of the
Scheduled Interest  Payments,  the security interest evidenced by this Agreement
in any  Collateral  remaining in the Escrow  Account will terminate and be of no
further force and effect.  Furthermore,  upon the release of any Collateral from
the Escrow Account in accordance with the terms of this Agreement,  whether upon
release of such  Collateral  to Holders of Notes as payment of  interest  on the
Notes, to the Company  pursuant to Sections  4(b)(ii) or 4(c) or otherwise,  the
security  interest  evidenced by this  Agreement in such  Collateral so released
will terminate and be of no further force and effect.

     Section 6. Attorneys-in-Fact.  The Company hereby irrevocably appoints each
of the Trustee and the Escrow Agent as the Company's  attorney-in-fact,  coupled
with an interest,  with full authority in the place and stead of the Company and
in the name of the Company or  otherwise,  from time to time in the Trustee's or
the Escrow  Agent's  discretion to take any action and to execute any instrument
that the  Trustee  or the  Escrow  Agent  may deem  necessary  or  advisable  to
accomplish the purposes of this Agreement,  including,  without  limitation,  to
receive,  endorse  and  collect  all  instruments  made  payable to the  Company
representing any interest payment,  dividend or other distribution in respect of
the  Collateral or any part thereof and to give full discharge for the same, and
the  expenses  of the  Trustee  and the  Escrow  Agent  incurred  in  connection
therewith shall be payable by the Company.

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     Section 7.  Trustee  or Escrow  Agent May  Perform.  Without  limiting  the
authority  granted under  Section 6 hereof,  if the Company fails to perform any
agreement  contained herein,  the Trustee or the Escrow Agent may, but shall not
be obligated to, itself perform,  or cause  performance of, such agreement,  and
the expenses of the Trustee or the Escrow Agent incurred in connection therewith
shall be payable by the Company and shall be secured by the Collateral.

     Section  8.  Representations,   Warranties  and  Agreements.   The  Company
represents, warrants and agrees that:

     (a) The  execution,  delivery  and  performance  by the  Company  and  each
Guarantor of this  Agreement  are within their  respective  corporate or limited
liability company powers,  have been duly authorized by all necessary  corporate
or limited  liability  company action,  and do not  contravene,  or constitute a
default  under,  any  provision  of  applicable  law  or  regulation  or of  any
agreement,  judgment, injunction, order, decree or other instrument binding upon
the  Company  or any  Guarantor  (except as would  not,  individually  or in the
aggregate,   have  a  Material  Adverse  Effect  (as  defined  in  the  Purchase
Agreement)), or of the certificate of incorporation or formation, as applicable,
or bylaws or operating agreement, as applicable, of the Company or any Guarantor
or result in the creation or imposition of any Lien on any assets of the Company
or any Guarantor other than the Lien contemplated hereby.

     (b) Each of them has full power and authority to enter into this  Agreement
and  has the  right  to  vote,  pledge  and  grant a  security  interest  in the
Collateral as provided by this Agreement.

     (c) This Agreement has been duly executed and delivered by each of them and
constitutes a legal, valid and binding  obligation of each of them,  enforceable
against each of them in accordance with its terms.

     (d) Upon the delivery to the Escrow Agent of the Collateral,  the pledge of
the Collateral  pursuant to this Agreement  creates a valid and perfected  first
priority  security  interest  in the  Collateral,  securing  the  payment of the
Secured  Obligations  for the benefit of the  Trustee,  the Escrow Agent and the
Holders of the Notes and the registered  holders of the Senior  Discount  Notes,
enforceable  as such  against  all  creditors  of each of them  and any  persons
purporting to purchase any of the Collateral from each of them.

     (e) No consent of any other person and no consent, authorization, approval,
or other action by, and no notice to or filing with, any governmental  authority
or regulatory  body is required either (i) for the pledge by each of them of the
Collateral  pursuant  to  this  Agreement  or for  the  execution,  delivery  or
performance  of this  Agreement  by each of them or (ii) for the exercise by the
Trustee  or the  Escrow  Agent of the  remedies  in  respect  of the  Collateral
pursuant to this Agreement.

     (f) No litigation,  investigation or proceeding of or before any arbitrator
or governmental  authority is pending or, to the best knowledge of each of them,
threatened  by or  against  each of them or  against  any of its  properties  or
revenues with respect to this Agreement or any of the transactions  contemplated
hereby.

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     (g)  The  pledge  of the  Collateral  pursuant  to  this  Agreement  is not
prohibited  by  any  applicable  law  or   governmental   regulation,   release,
interpretation  or  opinion of the Board of  Governors  of the  Federal  Reserve
System or other regulatory agency (including, without limitation, Regulations T,
U and X of the Board of Governors of the Federal Reserve System).

     (h) All information set forth herein relating to the Collateral is accurate
and complete in all material respects.

     Section 9. Fees and Expenses of Escrow Agent.

     (a) The  Company  and the  Guarantors  agree to pay the  Escrow  Agent  its
agreed-upon  compensation  for its services as Escrow Agent  hereunder  promptly
upon request therefore, and to reimburse the Escrow Agent for all reasonable and
documented  expenses of or  disbursements  incurred  by the Escrow  Agent in the
performance of its duties hereunder, including the reasonable fees, expenses and
disbursements of counsel to the Escrow Agent.

     (b) The  Escrow  Agent  shall  have a lien  upon any  investment  income on
deposit in the Escrow Account  solely for any costs,  expenses and fees that may
arise  hereunder  and may retain that  portion of the  investment  income in the
Escrow Account equal to such unpaid amounts,  until all such costs, expenses and
fees have been paid.

     Section 10. Rights,  Duties and  Immunities of Escrow Agent.  Acceptance by
the Escrow Agent of its duties under this  Agreement is subject to the following
terms and  conditions,  which all parties to this  Agreement  hereby agree shall
govern and control the rights, duties and immunities of the Escrow Agent:

     (a) The duties and  obligations  of the Escrow  Agent  shall be  determined
solely by the express  provisions  of this  Agreement and the Escrow Agent shall
not be liable except for the  performance of such duties and  obligations as are
specifically  set out in this Agreement.  The Escrow Agent shall not be required
to inquire as to the  performance  or  observation  of any  obligation,  term or
condition under any agreement or arrangement between the Company, the Guarantors
and the  Trustee.  The Escrow  Agent is not a party to, and is not bound by, any
agreement or other  document out of which this  Agreement may arise.  The Escrow
Agent shall be under no  liability  to any party hereto by reason of any failure
on the part of any party  hereto  (other  than the  Escrow  Agent) or any maker,
guarantor,  endorser or other  signatory  of any document or any other person to
perform such  person's  obligations  under any such  document.  The Escrow Agent
shall not be bound by any waiver,  modification,  termination  or  rescission of
this  Agreement  or any of the  terms  hereof,  unless  evidenced  by a  writing
delivered  to the Escrow Agent signed by the proper party or parties and, if the
duties or rights of the  Escrow  Agent are  affected,  unless it shall  give its
prior written  consent  thereto.  This Agreement shall not be deemed to create a
fiduciary relationship between the parties hereto under state or federal law.

     (b) The  Escrow  Agent  shall  not be  responsible  in any  manner  for the
validity  or  sufficiency  of  this  Agreement  or  of  any  property  delivered
hereunder,  or for the  value  or  collectibility  of any  note,  check or other
instrument, if any, so delivered, or for any representations made or obligations


                                       9
<PAGE>

assumed by any party other than the Escrow Agent. Nothing herein contained shall
be deemed  to  obligate  the  Escrow  Agent to  deliver  any cash,  instruments,
documents or any other property  referred to herein,  unless the same shall have
first been received by the Escrow Agent pursuant to this Agreement.

     (c) The Company and the Guarantors shall reimburse and indemnify the Escrow
Agent  for,  and hold it  harmless  against,  any loss,  liability  or  expense,
including but not limited to counsel  fees,  incurred  without bad faith,  gross
negligence or willful  misconduct on the part of the Escrow Agent arising out of
or in conjunction  with its acceptance of, or the  performance of its duties and
obligations  under,  this  Agreement,  as  well as the  costs  and  expenses  of
defending  against  any claim or  liability  arising  out of or relating to this
Agreement.

     (d) The Escrow Agent shall be fully protected in acting on and relying upon
any written notice, direction,  request, waiver, consent, receipt or other paper
or document  which the Escrow  Agent in good faith  believes to have been signed
and presented by any Issuer.

     (e) The Escrow Agent shall not be liable for any error of judgment,  or for
any act done or step taken or omitted by it in good faith or for any  mistake in
act or law, or for anything  which it may do or refrain from doing in connection
herewith, except its own gross negligence or willful misconduct.

     (f) The Escrow  Agent may seek the advice of legal  counsel in the event of
any dispute or question as to the  construction of any of the provisions of this
Agreement or its duties  hereunder,  and except for its own gross  negligence or
willful  misconduct it shall incur no liability and shall be fully  protected in
respect  of any  action  taken,  omitted  or  suffered  by it in good  faith  in
accordance with the advice or opinion of such counsel.

     (g) The parties  hereto  agree that if the Escrow  Agent is notified by the
Trustee,  the  Company,  the  Guarantors  or the  Holders  of the  Notes  or the
registered  holders of the Senior  Discount Notes of any dispute with respect to
the payment,  ownership or right of possession of the Escrow Account, the Escrow
Agent is authorized and directed to retain in its possession,  without liability
to anyone, except for its bad faith, willful misconduct or gross negligence, all
or any part of the Escrow  Account  until such  dispute  shall have been settled
either by mutual  agreement  by the  parties  concerned  or by the final  order,
decree or judgment of a court or other tribunal of competent jurisdiction in the
United States of America, and a notice executed by the parties to the dispute or
their authorized  representatives  shall have been delivered to the Escrow Agent
setting forth the resolution of the dispute.  The Escrow Agent shall be under no
duty whatsoever to institute, defend or partake in such proceedings.

     (h) The  agreements  set  forth  in  this  Section  10  shall  survive  the
resignation  or removal of the Escrow Agent,  the  termination of this Agreement
and the payment of all amounts hereunder.

     Section 11. Resignation or Removal of Escrow Agent.

     (a) The Escrow  Agent shall have the right to resign  upon 30 days  written
notice to the  Company,  the  Guarantors  and the  Trustee.  The Company and the
Guarantors  shall have the right to remove the Escrow Agent upon 30 days written
notice to the Escrow Agent and the Trustee.  In the event of such resignation or
removal,  the Company and the Guarantors  shall appoint a successor escrow agent


                                       10
<PAGE>

hereunder  by  delivering  to  the  Escrow  Agent  a  written   notice  of  such
appointment.  Upon receipt of such notice, the Escrow Agent shall deliver to the
designated  successor  escrow agent all money and other  property held hereunder
and  shall  thereupon  be  released  and  discharged  from  any and all  further
responsibilities  whatsoever under this Agreement;  provided,  however, that the
Escrow  Agent  shall not be deprived of its  compensation  earned  prior to such
time.

     (b) If no  successor  escrow agent shall have been  designated  by the date
specified in the Escrow  Agent's  notice,  all  obligations  of the Escrow Agent
hereunder  shall  nevertheless  cease and  terminate.  The Escrow  Agent's  sole
responsibility  thereafter  shall be to keep safely all property then held by it
and to deliver the same to a person designated by the other parties hereto or in
accordance  with  the  direction  of a final  order  or  judgment  of a court of
competent jurisdiction.

     Section 12. Miscellaneous.

     (a) Waiver. No waiver of any provision of this Agreement nor consent to any
departure by any party therefrom shall in any event be effective unless the same
shall be in writing  and signed by each of the  non-breaching  parties  and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.

     (b)  Severability.  If, for any reason  whatsoever,  any one or more of the
provisions  of  this  Agreement  shall  be  held or  deemed  to be  inoperative,
unenforceable   or  invalid  in  a  particular  case  or  in  all  cases,   such
circumstances shall not have the effect of rendering any of the other provisions
of this Agreement  inoperative,  unenforceable or invalid,  and the inoperative,
unenforceable  or invalid  provision shall be construed as if it were written so
as to effectuate, to the maximum extent possible, the parties' intent.

     (c) Binding  Effect.  This Agreement shall inure to and be binding upon the
parties  and  their  respective  successors  and  permitted  assigns;  provided,
however,  that the Company and the  Guarantors  may not assign  their  rights or
obligations hereunder without the express prior written consent of the Trustee.

     (d) Choice of Law. The  existence,  validity,  construction,  operation and
effect of any and all terms and provisions of this Agreement shall be determined
in  accordance  with and governed by the internal  laws of the State of New York
including, without limitation the Uniform Commercial Code in effect in the State
of New York,  without  giving effect to the conflicts of law  principles of such
State.

     (e) Entire Agreement.  This Agreement,  the Notes and the Indenture contain
the entire agreement among the parties with respect to the subject matter hereof
and supersede any and all prior agreements,  understandings and commitments with
respect thereto, whether oral or written; provided, however, that this Agreement
is executed  and  accepted by the  Trustee and the Escrow  Agent  subject to all
terms and  conditions  of its  acceptance of the trust under the  Indenture,  as
fully as if said terms and conditions were set forth at length herein.

     (f)  Amendments.  This Agreement may be amended only by a writing signed by
duly authorized representatives of all parties. The Trustee and the Escrow Agent
may execute an amendment to this Agreement only if the requisite consent of each


                                       11
<PAGE>

of (i) the Holders of the Notes required by Article IX of the Indenture and (ii)
the  registered  holders of the Senior  Discount Notes required by Article IX of
the Senior Discount Notes Indenture has been obtained, unless no such consent is
required by such Section 9.1 of the Indenture  and/or  Section 9.1 of the Senior
Discount Notes Indenture, respectively.

     (g)  Notices.  All  notices,  requests,  instructions,   orders  and  other
communications required or permitted to be given or made under this Agreement to
any party hereto  shall be  delivered  in writing by hand  delivery or overnight
delivery, or shall be delivered by facsimile or telephonically with confirmation
in writing not more than 24 hours following such facsimile or telephonic notice.
A notice given in accordance with the preceding sentence shall be deemed to have
been duly  given  upon the  sending  thereof.  Notices  should be  addressed  as
follows:

                  To the Company or any Guarantor:

                           Horizon PCS, Inc.
                           68 East Main Street
                           Chillicothe, Ohio 45601
                           Attention:  Chief Financial Officer
                           Facsimile number:  (740) 774-3400
                           Telephone number:  (740) 772-8200

                  With copies to:

                           Arnall Golden Gregory LLP
                           2800 One Atlantic center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:  Donald I. Hackney, Jr.
                           Facsimile number:  (404) 873-8501
                           Telephone number: (404) 873-8500

                  To the Trustee or the Escrow Agent:

                           Wells Fargo Bank Minnesota, National Association
                           Corporate Trust Services
                           MAC N9303-110
                           Sixth and Marquette
                           Minneapolis, Minnesota 55479
                           Attention:  Michael G. Slade
                           Facsimile number:  612-667-2160, -2314
                           Telephone number:  612-667-0266

or at such other address, facsimile number or phone number as the specified
entity most recently may have designated in writing in accordance with this
paragraph to the other parties.

     (h)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which


                                       12
<PAGE>

together shall constitute one and the same  instrument.  Delivery of an executed
counterpart  of a  signature  page to  this  Agreement  by  facsimile  shall  be
effective as delivery of a manually executed counterpart of this Agreement.

     (i)  Interpretation.  The  headings  of  the  sections  contained  in  this
Agreement  are  solely for  convenience  or  reference  and shall not affect the
meaning or interpretation of this Agreement.

                            [signature pages attached]


                                       13
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the day first written above.

                                        HORIZON PCS, INC.


                                        By:/s/ William A. McKell
                                           -------------------------------------
                                            Name:  William A. McKell
                                            Title: President


                                        HORIZON PERSONAL COMMUNICATIONS, INC.


                                        By:/s/ William A. McKell
                                           -------------------------------------
                                            Name:  William A. McKell
                                            Title: President


                                        BRIGHT PERSONAL COMMUNICATIONS
                                        SERVICES, LLC


                                        By:/s/ Peter Holland
                                           -------------------------------------
                                            Name:  Peter Holland
                                            Title: Chief Financial Officer





                                        WELLS FARGO BANK MINNESOTA, NATIONAL
                                                ASSOCIATION, as Trustee


                                        By: /s/ Michael G. Slade
                                            ------------------------------------
                                            Name: Michael G. Slade
                                            Title:   Corporate Trust Officer


                                        WELLS FARGO BANK MINNESOTA, NATIONAL
                                                ASSOCIATION, as Escrow Agent


                                        By: /s/ Michael G. Slade
                                            ------------------------------------
                                            Name: Michael G. Slade
                                            Title:   Corporate Trust Officer

                                       14

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