Exhibit 10.3.2

                                   ADDENDUM VI
                                       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
                Knoxville, TN BTA, only the counties of Hamblen and
                        Jefferson (partial)

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     This Addendum VI (this "Addendum"),  dated as of August 20, 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,  Addendum IV
entered  into as of June 1, 2000 and  Addendum V entered into as of June 1, 2001
(the Management Agreement,  as amended by Addenda I, II, III, IV and V 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. Overbuild in Alliances' Service Area. (a) Subsection 2(e) of Addendum II
to the  Management  Agreement is hereby  amended to read,  in its  entirety,  as
follows:

          "Pursuant  to FCC  rules  and  regulations,  Sprint  PCS  has  certain
     construction  requirements  with  respect  to its D & E Block PCS  licenses
     within  portions of the Alliances'  Service Area. If, pursuant to the First
     Amendment to Sprint PCS Build-Out Agreement,  dated as of this date, by and
     among Sprint PCS and the Alliances  (the  "Alliances  Amendment"),  (a) the
     Alliances do not begin implementation of the build-out plan attached hereto
     as  Exhibit  A (the  "Buildout  Plan")  by August  15,  2001,  or (b) after
     September 14, 2001, Sprint PCS reasonably determines, based upon its review
     of the Status Reports  provided by the Alliances that the Alliances are not
     meeting the  requirements  and  obligations set forth in the Buildout Plan,
     then  Sprint  PCS will have the right to notify  Manager  in  writing on or
     before the third  business date after the  applicable  date set forth above
     (i.e.,  either  August 15, 2001, or September 14, 2001, as the case may be)
     of the Alliances'  failure to  implement/comply  and to demand that Manager
     complete the  build-out  requirements.  If Sprint PCS provides such notice,
     Manager  will notify  Sprint PCS on or before the third  business day after
     receiving  such notice  whether  Manager will complete the Buildout Plan or
     overbuild a network in the  Alliances'  Service Area that complies with the
     build-out  plan  attached  hereto as Exhibit B (the  "Sprint  PCS  Buildout
     Plan").  Manager will  complete  either the Buildout Plan or the Sprint PCS
     Buildout Plan by April 28, 2002. If Sprint PCS sends such notice, but later
     determines that it will allow the Alliances to commence  implementation  of
     the Buildout  Plan,  Sprint PCS shall so notify the  Alliances and Manager,
     and, in such event,  Manager shall be entitled to cease its  implementation
     efforts.

          If (i) Sprint PCS reasonably determines,  based upon its review of the
     Status Reports provided by the Alliances, at any time during the Alliances'
     implementation,  that the  Alliances are not meeting the  requirements  and


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     obligations  set forth in the Buildout  Plan,  (ii) Manager fails to timely
     notify  Sprint PCS of its  election to complete  the  Buildout  Plan or the
     Sprint PCS Buildout Plan or (iii) Sprint PCS reasonably determines,  at any
     time  during  Manager's  implementation,  that  Manager is not  meeting the
     requirements  and  obligations set forth in the Sprint PCS Buildout Plan or
     Buildout  Plan,  then Sprint PCS may elect to complete the Buildout Plan or
     the Sprint PCS Buildout  Plan. If Sprint PCS commences the  implementation,
     (X)  Sprint  PCS'  construction  and  operation  of such  network  will not
     constitute  a breach  by Sprint  PCS of the  Management  Agreement  and (Y)
     Sprint PCS will assign any leases (as  permitted  by the leases and subject
     to Manager  paying  any fees  required  to obtain  landlord's  consent  and
     preapproved by Manager) and transfer ownership of any equipment used solely
     in the  operation  of such  constructed  network to Manager  for a purchase
     price based on then-prevailing market lease rates and equipment costs, less
     any amounts  paid by Manager to Sprint PCS as  reimbursement  for its costs
     and expenses of implementation, as provided for in this subsection 2(e).

          If Sprint  PCS  notifies  the  Alliances  or Manager  that  Sprint PCS
     intends to complete  either the  Buildout  Plan or the Sprint PCS  Buildout
     Plan,  Sprint PCS will use commercially  reasonable  efforts to enforce its
     rights under the Alliances  Amendment to be reimbursed by the Alliances for
     the Buildout Costs and Operation  Costs incurred by Sprint PCS, as defined,
     and subject to the  limitations set forth in, the Alliances  Amendment.  If
     the  Alliances  do not fully  reimburse  Sprint  PCS  within 30 days  after
     submission of a reimbursement invoice,  Sprint PCS will invoice Manager for
     such  unreimbursed  amounts,  and Manager will pay such invoices  within 30
     days after receipt. Sprint PCS may set-off any invoiced amounts not paid by
     Manager within the 30-day period regardless of whether Manager disputes any
     such amounts.  If Manager  reimburses Sprint PCS, Sprint PCS will assign to
     Manager   all  of  Sprint   PCS'   rights  to  pursue   reimbursement   and
     indemnification  for such costs and  expenses  against  the  Alliances.  If
     Sprint PCS later recovers any reimbursement amounts from the Alliances that
     were already paid by Manager, Sprint PCS will pay such recovered amounts to
     Manager.

          If neither the  Alliances  nor Manager  completes  either the Buildout
     Plan or the Sprint PCS Buildout  Plan by the  respective  deadlines and the
     FCC Buildout  Requirements  are not met by April 28, 2002,  then Sprint PCS
     may terminate the Management Agreement and Manager has no cure period."

     (b) In the event of termination of the Network Services Agreement,  Manager
confirms its  obligations  under Section 2(b) of Addendum II, and further agrees
that Manager will provide a level of service that complies  with the  Management
Agreement and that satisfies the FCC license perfection  requirements for Sprint
PCS' D and E Block licensed spectrum.

     (c) Upon  completion  of  Manager's  build-out,  Manager  will operate such
network  in  accordance  with the FCC's  rules and  regulations,  as  reasonably
determined by Sprint PCS, for Sprint PCS' D and E Block licensed spectrum.



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     (d) The  parties  will  immediately  commence  good faith  negotiations  to
determine,  by October 31,  2001,  the type and volume of products  and services
that  are  required  to  be  sold  to  satisfy  and  maintain  the  FCC  license
requirements  for Sprint PCS' D and E Block licensed  spectrum in the Alliances'
Service Area (the "Required  Products and Services").  If the parties are unable
to reach  agreement on the type and volume of services by such date,  Sprint PCS
will  reasonably  determine the Required  Products and Services.  Subject to the
terms  and  conditions  set  forth in the  Management  Agreement,  Manager  will
commence  actively  promoting and selling the Required  Products and Services on
the earlier of (i) the date the Buildout  Plan is completed or (ii) the date the
Sprint PCS Buildout Plan is completed. Manager is entitled to receive 92% of the
Collected Revenues attributable to Manager's sales of such Required Products and
Services.

     (e) Horizon  acknowledges  that the Alliances have agreed to provide Sprint
PCS and Manager with bi-weekly  written and telephonic  status reports regarding
the Alliances' progress towards completion of the Buildout Plan.

     2.  Implementation  of 3G.  Manager  must  implement 3G  technology  in its
Service Area Network as described in the Technical Program  Requirements  except
as  modified  in the 3G  build-out  plan  attached  hereto as  Exhibit C for the
Alliances' Service Area.

     3. Change to Exhibit 2.1. The  Build-out  Table and  narrative  description
attached to this Addendum  replace and supersede in their entirety the Build-out
Table and narrative description attached as part of Exhibit 2.1 to Addendum V.

     4. Inter Service Area Rate for Charleston and Huntington. To more correctly
memorialize  the  parties'  agreement  and  practice,  the  parties  agree that,
effective as of August 12, 1999, the standard  reciprocal Inter Service Area Fee
that is set forth in  Exhibit  4.3,  as  amended  from time to time,  applies to
travel in and out of the Charleston, WV and Huntington, WV - Ashland, KY BTAs.

     5. 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.



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

                                  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


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