Exhibit 10.19.1

                     AMENDMENT TO NETWORK SERVICES AGREEMENT


     This Amendment to Network Services Agreement is dated as of August 20, 2001
(the "Effective Date") by and among West Virginia PCS Alliance, L.C., a Virginia
limited  liability  company,  Virginia PCS  Alliance,  L.C., a Virginia  limited
liability  company  (collectively,   the  "Alliances"),   and  Horizon  Personal
Communications, Inc., an Ohio corporation ("Manager").

                                    Recitals

     A. The Alliances  and Manager  entered into a Network  Services  Agreement,
dated as of August 12,  1999,  as amended on July 18, 2000 (as so  amended,  the
"Agreement").

     B. Upon the terms and  conditions  of this  Amendment,  the  Alliances  and
Manager desire to amend the Agreement.

     NOW,  THEREFORE,  in consideration of the provisions  contained herein, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  the parties agree as follows (with all capitalized terms,
which are not otherwise defined in this Amendment,  having the meanings ascribed
to them in the Agreement):

1.   3G Implementation.

     Upon the terms and  conditions  of this Section 1, the  Alliances  agree to
implement  3G1XRTT  technology   throughout  the  Alliances'  Network  (the  "3G
Implementation")  in accordance with the  specifications  set forth on Exhibit 1
attached to this  Amendment (the  "Specifications"),  and that Exhibit 1 will be
deemed to be added to Schedule 7.4.1 of the Agreement.  The Alliances agree that
they will complete the 3G Implementation  in accordance with the  Specifications
on or before the dates set forth below:

     (a) With respect to all existing  cell sites within the  City/Census  Areas
set forth below,  and all additional  cell sites within such  City/Census  Areas
which  are   commercially   launched  on  or  before  June  30,  2002,   the  3G
Implementation date is June 30, 2002:



        VA BTA                          City/Census Area
        ------                          ----------------
        Charlottesville                 Charlottesville
        Danville                        Danville
        Lynchburg                       Lynchburg
                                        Madison Heights
        Martinsville                    Martinsville



<PAGE>

        Roanoke                         Roanoke
                                        Blacksburg
                                        Christiansburg
                                        Forest (near Lynchburg)
                                        Radford
                                        Salem
                                        Vinton
                                        Lexington

        Staunton-Waynesboro             Staunton
                                        Waynesboro


        WV BTA                          City/Census Area
        ------                          ----------------
        Beckley                         Beckley
        Bluefield                       Bluefield
                                        Princeton
        Charleston                      Charleston
                                        Cross Lanes
                                        Dunbar
                                        Hurricane
                                        South Charleston
                                        St Albans
                                        Mt. Hope
                                        Oak Hill
        Huntington-Ashland              Huntington
                                        Ashland
                                        Barboursville
        Clarksburg-Elkins               Clarksburg
                                        Bridgeport
        Fairmont                        Fairmont
        Morgantown                      Morgantown


     (b) With  respect to all other cell sites which are in  existence as of the
Effective Date and all additional cell sites which are commercially  launched on
or before August 15, 2003 and which are not located within the City/Census Areas
set forth in paragraph (a), the 3G Implementation date is August 15, 2003.

Attached to this  Amendment as Exhibit 2 are maps which  identify each cell site
and its respective 3G  Implementation  date.  [Note:  the map will be revised as
follows: (i) 8 sites along the  Charleston-Huntington  corridor will be included
in Phase I, (ii) 4 sites at the FBI center in  Clarksburg  will be  included  in
Phase I, (iii) 1 site in  Lexington  will be included in Phase I, and (iv) Phase
II and Phase III will be  collapsed  into Phase II,  which will be  completed by
August 15, 2003]. To the extent there is any inconsistency  between the language
of paragraphs  (a) and (b), on the one hand, and the maps attached as Exhibit 2,
on the other hand, the maps will govern.  Completion of the 3G Implementation by
the dates set forth  herein  will not be deemed to be an  Extraordinary  Network
Upgrade for purposes of the Agreement.



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<PAGE>

2.   Modification of Coverage Area Requirements.

     2.1 Bluefield BTA

     Schedule  7.7 to the  Agreement  is hereby  amended to provide that (a) the
requirement  to  extend  coverage  along  Interstate  77 from the  northern  BTA
boundary to the north end of the tunnel immediately north of Virginia Exit 66 is
extended from October 1, 2001 to November 1, 2001;  and (b) the  requirement  to
extend coverage along U.S. Route 460 from I-77 to Bluefield,  WV, including full
coverage of the cities of Bluefield and Princeton is extended to June 30, 2002.

     2.2 Beckley BTA

     Schedule  7.7 of the  Agreement  is  hereby  amended  to  provide  that the
requirement  to expand  coverage to the New River Gorge  Bridge will be extended
until June 30, 2002.

3.   Modification of Pricing.

     3.1 Change in Pricing.

     Upon the terms and conditions  set forth in Section 3.2 below,  the parties
agree that  Schedule 2 of the  Agreement is hereby  modified,  effective for the
period  beginning on July 1, 2001 and  continuing  until  December 31, 2003,  to
provide that the "Standard Wholesale Price for Horizon Customers" and the "Price
for  Customers  of Sprint PCS and its  Affiliates"  shall be as set forth in the
chart below (the "Pricing  Chart").  The dollar  amounts set forth in the column
entitled  "Monthly Fee" represent the minimum fees that shall be paid by Manager
to the Alliances for each of the months listed.  The Monthly Fee shall represent
full payment for up to the number of Minutes of Use ("MOUs") as set forth in the
column entitled "MOU  Allowance".  In the event that, in any calendar month, the
Minutes of Use exceed the "MOU Allowance", Manager shall pay a per minute amount
for each of the Minutes of Use in excess of the MOU  Allowance at the per minute
rate set forth in the column entitled "Variable Price/MOU".

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<PAGE>
                                          [***] CONFIDENTIAL TREATMENT REQUESTED


                  Prices for Horizon Local & Sprint Roaming (excl. LD)
                  Fixed                                 Variable
                  Monthly Fee      MOU (MM)             Price/MOU
Period            Fee ($MM)        Allowance            > MOU Allowance
Jul-01            $[***]           28.2                 $0.0350
Aug-01            $[***]           29.1                 $0.0350
Sep-01            $[***]           30.0                 $0.0350
Oct-01            $[***]           30.5                 $0.0350
Nov-01            $[***]           30.9                 $0.0350
Dec-01            $[***]           31.4                 $0.0350
Jan-02            $[***]           31.6                 $0.0350
Feb-02            $[***]           32.1                 $0.0350
Mar-02            $[***]           33.4                 $0.0350
Apr-02            $[***]           35.1                 $0.0350
May-02            $[***]           37.8                 $0.0350
Jun-02            $[***]           40.5                 $0.0350
Jul-02            $[***]           34.2                 >34.2 to 47.3 MM MOU =
                                                        $.0550; > 47.3 MM MOU =
                                                        $.0350
Aug-02            $[***]           36.0                 >36.0 to 49.1 MM MOU =
                                                        $.0550; > 49.1 MM MOU =
                                                        $.0350
Sep-02            $[***]           37.8                 >37.8 to 50.9 MM MOU =
                                                        $.0550; > 50.9 MM MOU =
                                                        $.0350
Oct-02            $[***]           41.5                 >41.5 to 54.5 MM MOU =
                                                        $.0550; > 54.5 MM MOU =
                                                        $.0350
Nov-02            $[***]           43.3                 >43.3 to 54.5 MM MOU =
                                                        $.0550; > 54.5 MM MOU =
                                                        $.0350
Dec-02            $[***]           46.9                 >46.9 to 54.5 MM MOU =
                                                        $.0550; > 54.5 MM MOU =
                                                        $.0350
Jan-03            $[***]           60.5                 $0.0300
Feb-03            $[***]           60.5                 $0.0300
Mar-03            $[***]           60.5                 $0.0300
Apr-03            $[***]           60.5                 $0.0300
May-03            $[***]           60.5                 $0.0300
Jun-03            $[***]           60.5                 $0.0300
Jul-03            $[***]           60.5                 $0.0300
Aug-03            $[***]           60.5                 $0.0300
Sep-03            $[***]           60.5                 $0.0300
Oct-03            $[***]           79.7                 $0.0300
Nov-03            $[***]           79.7                 $0.0300
Dec-03            $[***]           79.7                 $0.0300



                                       4
<PAGE>

     3.2 Pricing Conditions.

     Subject to the further  provisions of this Section 3.2,  Manager waives its
rights  under  Section  6.6.2 to propose any further  price  reductions  through
December 31, 2003.  After  December  31, 2003,  Manager  shall have the right to
pursue its rights  pursuant to Section  6.6.2.  Notwithstanding  the new pricing
provisions of the Pricing Chart,  in the event that,  during any calendar month,
the  Alliances'  Retail  Yield is  lower  than  the  then-applicable  "Wholesale
Price/MOU",  the  parties  shall  work  together  in good  faith to  adjust  the
Wholesale  Price/MOU so that it is equal to the Retail  Yield for such  calendar
month.  For purposes of this Agreement,  the term "Retail Yield" shall equal the
result of dividing the aggregate monthly subscriber revenue for the Alliances by
the aggregate number of minutes of use attributed to such subscriber revenue for
the  calendar  month.  For  purposes  of this  Agreement,  the  term  "Wholesale
Price/MOU"  shall equal the result of dividing  the  aggregate  monthly  expense
incurred by Manager and paid to the  Alliances  pursuant to the Pricing Chart by
the  aggregate  number of  minutes of use  attributed  to such  expense  for the
calendar month. If, at any time,  Manager believes in good faith that the Retail
Yield for a  calendar  month  would  trigger  the  adjustment  set forth in this
Section  3.2,  Manager  will  give  written  notice  to the  Alliances,  and the
Alliances will provide a good faith written  calculation of the Retail Yield for
such month, within 30 days of receipt of such notice.

     3.3 Exclusivity and Overbuild Restrictions.

     Manager  agrees  that  Manager  and  Sprint  PCS will  exclusively  use the
Alliances'  Network  in the  Markets  through  December  31,  2003  and will not
initiate construction of a PCS network in any Market prior to December 31, 2002,
except as  contemplated  by Section  2(a) of the First  Amendment  to Sprint PCS
Build-Out  Agreement,  dated as of July __, 2001, among Sprint Com, Inc. and the
Alliances (the  "Exclusivity and Overbuild  Restrictions");  provided,  however,
that if Manager exercises its termination  rights under Sections 14.1 or 14.3 of
the Agreement for a Market(s),  then the Exclusivity and Overbuild  Restrictions
will not  apply  to such  Market(s),  and  Manager's  rights  to  receive  price
discounts  under  Section 14.4 shall be applied as follows:  the Monthly Fees as
set forth in the  Pricing  Chart will be  allocated  between  (a)  Monthly  Fees
associated  with the Market(s) for which Manager has exercised such  termination
rights (the  "Terminated  Markets Monthly Fee"), and (b) Monthly Fees associated
with all other Markets (the  "Retained  Markets  Monthly  Fee").  For allocation
purposes,  it will be assumed that each Market  accounts for 1/13th of the total
Monthly Fees.  Applicable  price  discounts  pursuant to Section 14.4 will apply
only to the  Terminated  Markets  Monthly  Fee, and will not apply to either the
Retained Markets Monthly Fee or the Variable  Price/MOU for incremental  Minutes
of Use in excess of the MOU Allowance.



                                       5
<PAGE>

     3.4 Consequence of Violating Exclusivity and Overbuild Restrictions.

     If Manager violates the Exclusivity and Overbuild Restrictions, the Monthly
Fees set forth in the Pricing Chart will be increased by 15%  retroactively  and
prospectively  throughout the pricing term of July 1, 2001 through  December 31,
2003. In addition, from and after the date of such violation,  the provisions of
Section 3.2 shall not apply.

4.   Resale Services to Alliances.

     In accordance with Section 15.1 of the Agreement, effective August 1, 2001,
Horizon  shall  provide  PCS  services  in  the  Portsmouth,   OH  BTA  and  the
Parkersburg-Marietta,  OH  BTA,  and  in  Gallia  and  Greenup  Counties  in the
Huntington, WV-Ashland, KY BTA (excluding the single site in Greenup County that
was  transferred  to WV Alliance on August 12,  1999) to the  Alliances  and the
NTELOS Entities at a standard  wholesale price of $0.078 per minute,  subject to
the terms and conditions set forth therein.

     In accordance with Section 15.2 of the Agreement, effective August 1, 2001,
Horizon shall provide PCS services to the NTELOS Entities in the Chillicothe, OH
BTA, the Athens, OH BTA and the Zanesville-Cambridge, OH BTA, and Horizon agrees
to expand the provision of such PCS services to each market  included within the
Management Agreement.  Horizon agrees to provide such PCS services to the NTELOS
Entities  for $0.20 per  minute,  and U.S.  long  distance  for $.10 per minute.
Except as amended by this  Section 4, the  provision of such  services  shall be
subject to the terms and conditions set forth in Section 15.2 of the Agreement.

5.   Reports.

     With respect to the Alliances' "Buildout Plan" as contemplated by the First
Amendment  to the  Sprint PCS  Buildout  Agreement,  between  Sprint PCS and the
Alliances (the "Sprint/NTELOS Amendment"), the Alliances agree that Manager will
be provided with the bi-weekly  written status reports  regarding the Alliances'
progress  towards  completion of the "Buildout Plan" and will be provided notice
of, and the right to  participate  in, the  telephonic  status  reports,  all as
provided in the Sprint/NTELOS Amendment.

6.   Miscellaneous.

     The terms and provisions of this Amendment control, supersede and amend any
conflicting  terms and  conditions  contained in the  Agreement.  Except for the
express  modifications  and  agreements  made in this  Amendment,  the Agreement
continues in full force and effect.



                                       6
<PAGE>





     IN WITNESS  WHEREOF,  the parties  have  executed  this  Amendment,  acting
through their duly authorized agents, as of the Effective Date.


                            WEST VIRGINIA PCS ALLIANCE, L.C.


                            By:  /s/ James S. Quarforth
                                 ----------------------------------
                            Name:  James S. Quarforth
                            Title: Chairman


                            VIRGINIA PCS ALLIANCE, L.C.


                            By:  /s/ James S. Quarforth
                                 ----------------------------------
                            Name:  James S. Quarforth
                            Title: Chairman


                            HORIZON PERSONAL COMMUNICATIONS, INC.


                            By:  /s/ William A. McKell
                                 ----------------------------------
                            Name:  William A. McKell
                            Title: President and CEO - Horizon Personal
                                   Communications Inc.


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