EXHIBIT 10.21.1

                                 AMENDMENT NO. 1
                                       TO
                        PCS CDMA PRODUCT SUPPLY CONTRACT
                                     BETWEEN
                                 MOTOROLA, INC.
                                       AND
                      HORIZON PERSONAL COMMUNICATIONS, INC.


This  Amendment  No 1 (this  "Amendment")  is to the  PCS  CDMA  Product  Supply
Contract dated as of December 8, 1999, between Horizon Personal  Communications,
Inc.  ("Purchaser"),  and Motorola,  Inc. ("Vendor"),  Contract No. 11097-AA-001
(the "Supply Contract").  This Amendment is entered into by Purchaser and Vendor
as of this 22nd day of September, 2000 ("Amendment Effective Date"). Capitalized
terms not defined herein shall have the meanings  assigned to them in the Supply
Contract.


                                    RECITALS

Whereas,  Purchaser has entered into a certain Sprint PCS  management  agreement
among SprintCom,  Inc., Wirelessco,  L.P. and Sprint Spectrum L.P. in connection
with the sixteen (16) Basic Trading Areas  ("BTAs") or partial BTAs described in
Exhibit A attached hereto, located in the State of Pennsylvania (and overlapping
or  adjacent  areas in New York,  New  Jersey  and  Ohio)  (the  "Region"),  and
Purchaser plans to construct CDMA systems in the Region;

Whereas,  Purchaser  estimates that it will construct four hundred fifteen (415)
cell  sites and  associated  Centralized  Base Site  Controllers  ("CBSCs")  and
associated MSC switching  equipment in the Pennsylvania  Markets (defined below)
and has already given to Vendor  purchase  orders ("POs") for one hundred twenty
four (124) SC4812ET base stations for the Region;

Whereas,  Motorola Credit Corporation ("MCC") sent Purchaser a commitment letter
dated July 27,  2000 (as  subsequently  amended  or  modified,  the  "Commitment
Letter"), describing the terms and conditions of MCC's participation in a credit
facility (the "Credit Facility") with, inter alia, First Union Securities, Inc.
("Agent");

Whereas,  the  execution  of this  Amendment  is a condition  precedent to MCC's
participation in the Credit Facility; and

Whereas, the parties wish to amend the Supply Contract pursuant to the terms and
conditions set forth below.

                                    AGREEMENT

NOW THEREFORE,  in consideration of the promises and mutual covenants  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby mutually acknowledged,  the parties hereto agree
as follows:

1.       This Amendment  pertains to cell sites located in the geographical area
         consisting of the State of Pennsylvania plus any portions of the Region
         that  extend  outside  of  the  State  of  Pennsylvania  ("Pennsylvania
         Markets").

Motorola/Horizon PC                                                     09-12-00
Amendment 1 to Contract 11097-AA-001                 MOTOROLA, INC., PROPRIETARY

                                       1

<PAGE>

2.   Purchaser shall provide Vendor POs for the base stations and the first CBSC
     for the Pennsylvania Markets by September 20, 2000.

3.   Purchaser  shall replace  non-Motorola  base  stations in the  Pennsylvania
     Markets with Motorola base stations at the earliest commercially reasonable
     time  consistent with  maintaining  service to Purchaser's  customers.  The
     replacement Motorola base stations shall be priced pursuant to Section 2.35
     of Attachment I to the Supply Contract. Alternatively, if Purchaser chooses
     to re-sell the non-Motorola base stations itself, the replacement  Motorola
     base stations shall be pursuant to regular Supply Contract pricing.

4.   Purchaser  agrees to  purchase or procure  from  Vendor all base  stations,
     CBSCs,  and future  MSC  switches  used in cell  sites in the  Pennsylvania
     Markets during the Term of the Supply Contract.

5.   MCC's  participation  in the Credit  Facility  ("MCC's  Participation")  is
     contingent on and is part of the  consideration  for Purchaser's  agreement
     that the financing to be provided  under the Credit  Facility would be used
     in part to support  Vendor's sales to Purchaser as set forth above, and not
     to support in any way the sales of other  manufacturers'  base  stations or
     CBSCs to Purchaser.  MCC's  Participation  may be  transferred or assigned,
     directly or indirectly,  in whole or in part, to one or more transferees or
     assignees. Therefore, at any time when there is an outstanding balance owed
     under the Credit Facility to MCC or to any direct or indirect transferee or
     assignee of MCC's Participation, if either (i) Purchaser or Bright Personal
     Communications Services, LLC ("Bright PCS"), or Purchaser and Bright PCS in
     combination, shall replace ten percent (10%) or more of the total number of
     base stations sold by Vendor to Purchaser and/or Bright PCS with non-Vendor
     (i.e.,  non-Motorola) base stations;  or (ii) Purchaser materially breaches
     the Supply  Contract (as amended by this  Amendment) and fails to cure such
     breach to Vendor's reasonable satisfaction within ten (10) days of Vendor's
     delivery  of written  notice of such  breach,  then  Purchaser  shall cause
     another entity acceptable to Agent to purchase in full MCC's Participation,
     and to execute any and all documentation in connection  therewith,  in form
     and substance reasonably satisfactory to MCC and Agent.

6.   Nothing  contained  in this  Amendment  shall be  construed,  expressly  or
     implicitly,  as obligating Vendor, MCC, or any other affiliate of Vendor to
     provide financing for Purchaser.  Any financing offered by Vendor,  MCC, or
     any other affiliate of Vendor shall be evidenced by separate documentation.
     Notwithstanding  the foregoing,  Vendor agrees that Purchaser's  agreements
     contained in this Amendment are conditioned upon MCC's participation in the
     Credit Facility.

7.   Each party  represents  and warrants that (i) it has obtained all necessary
     approvals,  consents and  authorizations  of third parties and governmental
     authorities  to enter into this  Amendment and to perform and carry out its
     obligations  hereunder;  (ii) the persons  executing  this Amendment on its
     behalf have express authority to do so, and, in so doing, to bind the party
     thereto; and (iii) this Amendment is a valid and binding obligation of such
     party, enforceable in accordance with its terms.

8.   Except as specifically stated in this Amendment,  the Supply Contract is in
     all other  respects  ratified,  confirmed  and  continues in full force and
     effect.

                            [SIGNATURE PAGE FOLLOWS]

Motorola/Horizon PC                                                     09-12-00
Amendment 1 to Contract 11097-AA-001                 MOTOROLA, INC., PROPRIETARY

                                       2

<PAGE>



IN WITNESS  WHEREOF,  the parties  have caused this  Amendment to be executed by
their respective duly authorized  representative  as of the Effective Date first
written above.

MOTOROLA, INC.                              HORIZON PERSONAL
CELLULAR INFRASTRUCTURE GROUP               COMMUNICATIONS, INC.

/s/ Charles F. Wright                       /s/ Peter M. Holland
--------------------------------------      ------------------------------------
Signature                                   Signature

Charles F. Wright                           Peter M. Holland
--------------------------------------      ------------------------------------
Printed/Typed Name                          Printed/Typed Name

Senior Vice President and General
Manager, North America                      Chief Financial Officer
--------------------------------------      ------------------------------------
Title                                       Title

Motorola/Horizon PC                                                    09-12-00
Amendment 1 to Contract 11097-AA-001                 MOTOROLA, INC., PROPRIETARY

                                       3


<PAGE>


                                    EXHIBIT A
                                       TO
                                 AMENDMENT NO. 1
                                     TO THE
                        PCS CDMA PRODUCT SUPPLY CONTRACT
                                     BETWEEN
                                 MOTOROLA, INC.
                                       AND
                      HORIZON PERSONAL COMMUNICATIONS, INC.

Purchaser has entered into a management  agreement  with the FCC license  holder
for the following sixteen (16) Basic Trading Areas ("BTAs") or partial BTAs:


<TABLE>
<CAPTION>
<S>                                                     <C>

328      Oil City - Franklin PA                         429      State College PA
330      Olean NY - Bradford PA                         475      Williamsport PA
117      Dubois - Clearfield PA                         437      Sunbury - Shamokin PA
21       Ashtabula OH                                   360      Pottsville PA
131      Erie PA                                        412      Scranton - Wilkes Barre - Hazelton PA
287      Meadville PA                                   435      Stroudsburg PA
416      Sharon PA                                      312      New York NY (partial)
215      Jamestown NY - Warren PA - Dunkirk NY          10       Allentown - Bethlehem - Easton PA (partial)

</TABLE>




Motorola/Horizon PC                                                    09-12-00
Amendment 1 to Contract 11097-AA-001                 MOTOROLA, INC., PROPRIETARY

                                       4




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