HORIZON PCS, INC.

                     INVESTORS' RIGHTS AND VOTING AGREEMENT


     THIS INVESTORS' RIGHTS AND VOTING AGREEMENT (this  "AGREEMENT") is made and
entered  into as of  September  26,  2000,  by and among  Horizon  PCS,  Inc., a
Delaware  corporation  (the  "COMPANY"),  the  investors  listed on  Schedule  I
attached hereto (the "INVESTORS") and Horizon Telcom,  Inc., an Ohio corporation
("HT").  The  Investors  and  HT  are  individually  referred  to  herein  as  a
"SHAREHOLDER"  and  collectively  referred  to  herein  as  "SHAREHOLDERS."  The
Company,  the Investors and HT are individually  referred to herein as a "PARTY"
and are collectively referred to herein as the "PARTIES."

                                    RECITALS

     WHEREAS,  the Company and Investors have  simultaneously  herewith  entered
into that certain  Securities  Purchase Agreement dated as of September 25, 2000
(the "SECURITIES PURCHASE AGREEMENT"),  pursuant to which the Company has agreed
to issue and sell, and the Investors have agreed to purchase (by payment of cash
or by  conversion  of  debt),  Units  consisting  of  10,252,239  shares  of the
Company's  Series A Preferred  Stock, par value $0.0001 per share (the "SERIES A
PREFERRED STOCK"), and 15,834,998 shares of the Company's Series A-1 Convertible
Preferred Stock, par value $0.0001 per share (the "SERIES A-1 PREFERRED  STOCK",
and together with the Series A Preferred Stock, the "PREFERRED STOCK"); and

     WHEREAS,   in  connection  with  the   consummation  of  the   transactions
contemplated by the Securities  Purchase  Agreement,  the Parties have agreed to
the rights as set forth below.

     NOW,  THEREFORE,  in consideration of these premises and for other good and
valid   consideration,   the  receipt  and   sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

SECTION 1  GENERAL

     1.1  DEFINITIONS.  As used in this Agreement the following terms shall have
the following respective meanings:

     "AFFILIATE"  of any  specified  person means any other  person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
with respect to any person shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
Person,  whether  through the  ownership of voting  securities,  by agreement or
otherwise.





<PAGE>


     "APPROVED  SPIN OFF" shall mean any  distribution  or dividend by HT to its
shareholders of shares of Common Stock or similar transaction.

     "CLASS A COMMON  STOCK"  means  the  Class A Common  Stock of the  Company,
$.0001 par value per share.

     "CLASS B COMMON  STOCK"  means  the  Class B Common  Stock of the  Company,
$.0001 par value per share.

     "COMBINATION  TRANSACTION"  shall  have  the  meaning  assigned  it in  the
Restated Certificate.

     "COMMON  STOCK"  means the Class A Common  Stock and Class B Common  Stock,
collectively.

     "CONVERSION  SHARES"  means,  at any time, the shares of Common Stock to be
delivered upon conversion of the outstanding  Preferred Stock in accordance with
the Restated  Certificate or any share of Common Stock previously converted from
Preferred Stock.

     "INITIAL PUBLIC  OFFERING" means the Company's  first  underwritten  public
offering of its Common Stock for the account of the Company registered under the
Securities Act.

     "LISTED  COMPANY"  means a company  whose common equity is listed on any of
the New York Stock Exchange,  The American Stock Exchange or The Nasdaq National
Market.

     "MCKELL  FAMILY"  means the direct  descendants  of William  Scott  McKell,
current  spouses of such persons,  and trusts or family limited  partnerships of
which such persons are either grantors or beneficiaries.

     "ORIGINAL ISSUANCE DATE" shall have the meaning assigned it in the Restated
Certificate.

     "PUBLIC  OFFERING"  means a public  offering by the Company of Common Stock
pursuant to (i) a registration  statement of the Company which has been declared
effective  under the Securities Act, where such shares are sold to the public in
an underwritten public offering or (ii) Rule 144 under the Securities Act.

     "REQUISITE  HOLDERS"  means the  holders  of a majority  of the  Conversion
Shares.

     "RESTATED  CERTIFICATE"  means the  Amended  and  Restated  Certificate  of
Incorporation of the Company.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITIES  PURCHASE  AGREEMENT" means the Securities  Purchase  Agreement
entered  into as of September  25, 2000 among the Company and certain  investors
named therein.



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<PAGE>

     "SENIOR NOTES OFFERING"  means the offering of 295,000 Units  consisting of
14% Senior  Discount Notes due 2010 and 295,000  warrants to purchase  3,805,000
shares of Class A Common Stock.

     "SHARES" shall mean the Company's  Preferred  Stock  (including  Conversion
Shares) and Common Stock, collectively.

SECTION 2 INVESTORS' CO-SALE RIGHT.

          (a) If HT desires to sell Shares of the Company  beneficially owned by
it (a  "TRANSFER"),  other than (i) to an Affiliate;  (ii) in connection with an
Approved  Spin Off;  (iii) a Transfer by HT, or an Affiliate of HT,  directly or
indirectly,  of no more than  750,000  Shares in any one  transaction  or in any
series of related  transactions  or 5,000,000  Shares in the aggregate  over all
transactions  covered by this  clause  (iii);  provided,  however,  that after a
Public  Offering  that  generates  gross  proceeds  to the  Company  of at least
$65,000,000 or after the consummation of a Combination Transaction with a Listed
Company,  such figures shall be increased so that HT, or an Affiliate of HT, may
Transfer,  directly  or  indirectly,  no more than  1,500,000  Shares in any one
transaction or in any series of related transactions or 10,000,000 Shares in the
aggregate over all  transactions  covered by this clause;  or (iv) in connection
with a Public  Offering,  HT shall  deliver  to the  Company  and the  Investors
written notice (the "CO-SALE  NOTICE") that the Investors  shall have the right,
exercisable  upon written notice to HT within fifteen (15) days after receipt of
the  Co-Sale  Notice,  to  participate  in such  Transfer  on the same terms and
conditions  as are  applicable  to HT. Such notice shall  indicate the number of
Shares that HT wishes to sell,  as well as a detailed  description  of the terms
and  conditions  of the sale,  including the price per share and the identity of
the offeror. To the extent the Investors exercise this right of participation in
accordance  with the terms and conditions set forth below,  the number of Shares
that HT may  sell in the  transaction  shall  be  correspondingly  reduced.  The
failure of an Investor to give a notice of its desire to participate  within the
required time period will be deemed an election by it not to participate.

          (b) If Investors elect to participate in the Transfer,  HT shall grant
to such electing  Investors (the "ELECTING  INVESTORS") the right to sell to the
offeror  such  number  of  Shares  equal to the  total  number  of  Shares to be
purchased by the offeror multiplied by a fraction, the numerator of which is the
total number of Shares held by the Investors and the denominator of which is the
total number of Shares held by the Electing  Investors  plus the total number of
Shares  held by HT.  The  number  of  Shares  to be sold  between  the  Electing
Investors shall be based on their respective pro rata total ownership  interests
in the Company,  calculated on an "as converted"  basis,  and such sale shall be
made at the time, price and upon the terms specified in the Co-Sale Notice.

          (c) If an Investor  elects to participate in the Transfer  pursuant to
this Section 2, it shall promptly (but in no event later than five business days
after it timely delivers its election  notice) deliver to HT for transfer to the
prospective purchaser one or more certificates,  properly endorsed for transfer,
which represent the number of Shares which the Investors are entitled to sell;


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<PAGE>

and (ii) a written notice to convert such Preferred  Stock into Common Stock and
deliver Common Stock as contemplated hereby. The Company agrees to make any such
conversion concurrent with the actual transfer of such Shares to the purchaser.

          (d) The Common  Stock  certificate  or  certificates  that HT receives
pursuant to Section 2.1(c) shall be transferred to the prospective  purchaser in
consummation  of the sale of the  Shares  pursuant  to the terms and  conditions
specified in the Co-Sale Notice,  and HT shall  concurrently  therewith remit to
the Electing  Investors that portion of the sale proceeds to which the Investors
is entitled by reason of their  participation  in such sale.  To the extent that
any prospective  purchaser or purchasers  prohibits such assignment or otherwise
refuses to purchase shares or other  securities from an Investor  exercising its
rights of co-sale hereunder,  HT shall not sell to such prospective purchaser or
purchasers any Shares unless and until,  simultaneously with such sale, HT shall
purchase  such shares or other  securities  from the Investors on the same terms
and conditions specified in the Co-Sale Notice.

          (e) The  exercise  or  non-exercise  of the  rights  of the  Investors
hereunder to participate in one or more Transfers made by HT shall not adversely
affect their  rights to  participate  in  subsequent  Transfers  subject to this
Section 2.

          (f) If Investors do not elect to participate  in the Transfer  subject
to the Co-Sale Notice, HT may, not later than sixty (60) days following delivery
to the Company of the Co-Sale  Notice,  enter into an  agreement  (if it has not
already  entered  into  such an  agreement)  providing  for the  closing  of the
Transfer  within thirty (30) days of such  agreement on terms and conditions not
more favorable to HT than those  described in the Co-Sale  Notice.  Any proposed
Transfer on terms and conditions  more  favorable to HT than those  described in
the Co-Sale Notice,  as well as any subsequent  proposed  Transfer of any of the
Shares by HT, shall again be subject to the co-sale  rights of the Investors and
shall require compliance by HT with the procedures described in this Section 2.

          (g) In the event the proposed  purchaser  notifies HT of its desire to
purchase a number of Shares  that is  different  from the amount  covered in the
Co-Sale  Notice,  HT shall promptly  notify the Company and the Investors of the
new terms offered by the proposed purchaser.  Accordingly,  the number of Shares
that the proposed  purchaser  desires to purchase shall be  substituted  for the
number previously included in the Co-Sale Notice and the Investors shall have an
additional  seven (7)  business  days from  receipt of such notice to  determine
whether they will participate in such Transfer  pursuant to the terms of Co-Sale
Notice.

          (h) It shall be a  condition  to any  Transfer by which would cause HT
(in  combination  with  the  Investors)  to own less  than 51% (by  vote) of the
outstanding  common stock of the Company that such proposed  purchaser  agree in
writing to vote their shares in the manner set forth in Section 4 hereof for the
period of time required  pursuant to Section 4 hereof, if Section 4 hereof would
continue to be applicable  after such sale,  taking into account the shares sold
by the Investors pursuant to their co-sale rights in such transaction.




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<PAGE>

SECTION 3 BRING ALONG RIGHT.

     Prior to a Public  Offering of the Company that generates gross proceeds to
the Company of at least $30 million or consummation of a Combination Transaction
with a Listed  Company,  if HT wishes to sell all of its Shares to a third party
which is not an Affiliate  (an  "ACQUIRER"),  and assuming  such sale were being
made by the Company such sale would not constitute either a Change of Control or
a Combination  Transaction  (each as defined in the  Certificate of Designation)
which would  require  the  approval of a majority of the holders of the Series A
Preferred Stock, HT shall have the following rights:

          (a) If HT  proposes to sell,  transfer,  pledge or  otherwise  dispose
("DISPOSE" or  "DISPOSITION") of all (but not less than all) of the Shares owned
by it to a Person (other than any of its  Affiliates) who or which has delivered
a good  faith  written  offer to  purchase  all of HT's  shares  (a  "BONA  FIDE
PURCHASER"),  then,  notwithstanding anything in this Agreement to the contrary,
HT may  require  the  Investors  to Dispose of their  Shares  (the  "BRING-ALONG
RIGHT") to such Bona Fide  Purchaser for the same  consideration  (in amount and
type) per share as HT is to receive from the Bona Fide Purchaser,  and otherwise
on the  same  terms  and  conditions  upon  which  HT  proposes  to  effect  the
Disposition of its Shares.

          (b) In the event that HT desires to  exercise  its  Bring-Along  Right
pursuant to Section  3(a),  HT shall  deliver to the  Company and the  Investors
written notice ("SALE  NOTICE"),  at least twenty (20) days prior to the closing
of such  Disposition,  setting forth the  consideration  per share to be paid by
such Bona Fide Purchaser and the other terms and conditions of such Disposition.
Within ten (10) days  following  the date of a  subsequent  written  notice (the
"CLOSING  NOTICE"),  stating that the closing will occur within ten (10) days of
the Closing  Notice,  each of the  Investors  shall deliver in trust to HT (i) a
stock  certificate or certificates  evidencing such Investors  Shares,  together
with an  appropriate  assignment  separate from  certificate  duly executed in a
proper form to effect the  Disposition  of such Shares from the Investors to the
Bona Fide Purchaser on the books and records of the Company,  and (ii) a limited
power-of-attorney  authorizing  HT to  effect  the  Disposition  of such  Shares
pursuant to the terms of such Bona Fide  Purchaser's  offer as such terms may be
modified by HT, provided,  that all of the Investors' Shares are disposed of for
the same  consideration per share (subject to appropriate  adjustment to reflect
any differences in the rights and preferences of Shares of different  classes or
series) and otherwise on the same terms and conditions upon which HT effects the
Disposition of its Shares.  In the event that any Investor shall fail to deliver
such stock  certificate(s),  and assignment separate from certificate to HT, the
Company  shall  cause a notation  to be made on its books and records to reflect
that the Shares of such  Investor are bound by the  provisions of this Section 3
and that the Disposition of such Shares may be effected  without such Investor's
consent or surrender of its Shares.



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<PAGE>

          (c) In addition, in the event HT exercises its Bring-Along Right under
Section 3(a),  the Investors  shall be required to make to a Bona Fide Purchaser
such unqualified  representations and warranties with respect to their Shares as
are set forth in Section 3(f) hereof.

          (d) Promptly (but in no event later than the day of receipt) after the
consummation  of the  Disposition of Shares pursuant to this Section 3, HT shall
(i) deliver  notice  thereof to the  Investors,  (ii) remit to the Investors the
total sales price of their respective Shares Disposed of pursuant  thereto,  and
(iii) furnish such other  evidence of the  completion  and time of completion of
such Disposition and the terms thereof as may be reasonably requested in writing
by the Investors.

          (e) If,  within sixty (60) days after the  Investors'  delivery of the
Closing  Notice  required  pursuant to Section  3(b),  HT has not  completed the
Disposition of its Shares and that of the Investors in accordance  herewith,  HT
shall return to the  Investors (i) the stock  certificates  and  assignments  of
certificates with respect to the Investors' Shares which the Investor  delivered
pursuant  to this  Section  3 and (ii)  the  related  limited  power-of-attorney
delivered  pursuant  to this  Section  3. Upon the  Investors'  receipt  of such
materials,  all the restrictions on Disposition contained in this Agreement with
respect to the Shares owned by the Investors shall again be in effect.

          (f) All  Dispositions  of Shares to be made pursuant to this Section 3
shall be subject to the following terms:

          (i) the  Investors  shall  deliver  to the  Bona  Fide  Purchaser  the
     certificates  evidencing  the Shares,  together  with duly  executed  stock
     transfer  powers in favor of the Bona Fide  Purchaser  or its  nominees and
     such other documents, including evidence of ownership and authority, as the
     Bona Fide Purchaser may reasonably  request;

          (ii) the Investors  agree that all Shares of the Investor  Disposed to
     the Bona Fide  Purchaser  in  accordance  with this Section 3 shall be sold
     free and clear of any lien, claim, charge, pledge, mortgage, encumbrance or
     third  party   interest   ("ENCUMBRANCE");

          (iii) except as otherwise  specifically set forth herein, the Investor
     shall not be  required to make any  representations  or  warranties  to any
     Person in connection with such Disposition,  except as to (A) good title to
     the Shares being Disposed,  (B) the absence of Encumbrances with respect to
     the Shares being  Disposed,  (C) its valid  existence and good standing (if
     applicable),  and (D) the authority for, and validity and binding effect of
     (as against such  Investor) any agreement  entered into by such Investor in
     connection  with such  Disposition,;  and

          (iv) the Investors shall not be required to provide any indemnities in
     connection with such Disposition  except for breach of the  representations
     and warranties specifically required by the terms of this Agreement.



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SECTION 4 VOTING AGREEMENT; BOARD OF DIRECTORS.

     4.1  COMPOSITION  OF BOARD OF  DIRECTORS.  The  Board of  Directors  of the
Company shall be constituted pursuant to the terms of this Section 4.

          (a) At the election of directors  immediately following the closing of
the transactions contemplated by the Securities Purchase Agreement, HT agrees to
vote  all of its  Shares  as to  which it has  voting  power  to  elect  two (2)
directors  nominated by the Investors (the "INVESTOR  DIRECTORS").  HT agrees to
vote in favor of (i) two (2) directors  nominated by the  Investors,  so long as
the Investors  beneficially  own at least 12.5% of the  Company's  common stock,
calculated on an "as  converted"  basis and  calculated  taking into account (A)
shares issuable under currently  outstanding  options,  (B) shares issuable upon
the exercise of warrants issued to Sprint Spectrum L.P.  pursuant to contractual
obligations  entered into prior to the date hereof, (C) shares issuable to First
Union  Investors,  Inc.  pursuant to the First Union Conversion (as such term is
defined in the  Securities  Purchase  Agreement)  and (D) shares  issuable  upon
exercise of warrants to be issued in connection  with the Senior Notes  Offering
or (ii) one (1) director  nominated by the  Investors,  so long as the Investors
beneficially own between 5% and 12.49% of the Company's common stock, calculated
on an "as  converted"  basis and  calculated  taking  into  account  (A)  shares
issuable  under  currently  outstanding  options,  (B) shares  issuable upon the
exercise of warrants  issued to Sprint  Spectrum  L.P.  pursuant to  contractual
obligations  entered into prior to the date hereof, (C) shares issuable to First
Union  Investors,  Inc.  pursuant to the First Union  Conversion  and (D) shares
issuable upon  exercise of warrants to be issued in  connection  with the Senior
Notes Offering. Notwithstanding the foregoing, HT agrees to vote in favor of two
(2) directors nominated by the Investors until the earlier of (A) the completion
of the Company's  Public  Offering that generates gross proceeds of at least $65
million and (B) May 1, 2001. To the extent the Investors  beneficially  own less
than 5% of the Company's common stock, calculated on an "as converted" basis and
calculated  taking into account (A) shares issuable under currently  outstanding
options,  (B) shares  issuable  upon the  exercise of warrants  issued to Sprint
Spectrum L.P. pursuant to contractual obligations entered into prior to the date
hereof, (C) shares issuable to First Union Investors, Inc. pursuant to the First
Union  Conversion and (D) shares issuable upon exercise of warrants to be issued
in connection  with the Senior Notes  Offering,  the  Investors  shall cause the
Investor Directors to resign their seats on the Board of Directors.

          (b) After such  election  and for so long as HT shall be  obligated to
vote for two (2)  directors  nominated  by the  Investors  to serve on the Board
pursuant  to  Section  4.1(a)  above,  HT shall  vote at any  regular or special
meeting of shareholders (or by written consent) all of the Shares as to which it
has voting power to ensure that the size of the Board shall be set and remain at
seven (7) directors,  unless the Investor Directors have approved an increase in
the size of the Board.

          (c) One Investor Director shall be elected as a Class I director,  and
one Investor Director shall be elected as a Class III director.

          (d)  In  the  event  that  any  director  (a  "WITHDRAWING  DIRECTOR")
nominated  in the manner set forth in Section 4.1 hereof is unable to serve,  or
once  having  commenced  to serve is  removed  or  withdraws  from the  Board of


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Directors,  such Withdrawing  Director's replacement (the "SUBSTITUTE DIRECTOR")
will be  nominated  in the same manner in which such  Withdrawing  Director  was
nominated in accordance  with Section  4.1(a) hereof.  Each of the  Shareholders
shall take all action  necessary to cause the prompt election of such Substitute
Director.

     4.2  DIRECTORS'  EXPENSES.  The  Company  shall  reimburse  members  of the
Company's Board of Directors for reasonable expenses,  such as travel and hotel,
incurred in connection with the performance of their duties as a Director.

     4.3 DIRECTORS' LIABILITY AND INDEMNIFICATION.  The Company's Certificate of
Incorporation  and Bylaws  shall  provide (a) for  elimination  of  liability of
directors to the maximum extent permitted by law and (b) for  indemnification of
directors for acts on behalf of the Company to the maximum  extent  permitted by
law.

SECTION 5 ADDITIONAL LOCK-UP.

     In connection with the Company's  Initial Public  Offering,  HT shall agree
not to sell or otherwise transfer,  directly or indirectly, its Shares until one
hundred  eighty (180) days after the  expiration of the relevant  lock-up period
required by the terms of any such Initial Public  Offering (it being  understood
that such lock-up  period shall be no shorter than such any lock-up  period that
is applicable to the Investors);  provided,  however, that at any time after the
expiration of the relevant  lock-up  period,  HT and holders who receive  Common
Stock in an Approved Spin-Off,  if any, may sell,  transfer and/or distribute in
the aggregate up to such number of Shares as would generate Ten Million  Dollars
($10,000,000) of proceeds.

SECTION 6 MISCELLANEOUS.

     6.1 GOVERNING LAW. This Agreement  shall be governed by and construed under
the laws of the State of New York without  giving  effect to its conflict of law
principles.

     6.2 SURVIVAL. The representations,  warranties,  covenants,  and agreements
made herein shall survive any investigation made by any party and the closing of
the  transactions  contemplated  hereby.  All  statements as to factual  matters
contained in any  certificate or other  instrument  delivered by or on behalf of
the Company  pursuant  hereto in connection with the  transactions  contemplated
hereby  shall be deemed to be  representations  and  warranties  by the  Company
hereunder solely as of the date of such certificate or instrument.

     6.3 SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors,  assigns, heirs, executors, and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder  of Shares  from time to time;  provided,  however,  that  prior to the
receipt by the Company of adequate  written notice of the transfer of any Shares
specifying the full name and address of the transferee, the Company may deem and
treat the  person  listed as the  holder of such  Shares in its  records  as the
absolute owner and holder of such Shares for all purposes, including the payment
of dividends or any redemption price.



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<PAGE>

     6.4 ENTIRE  AGREEMENT.  This Agreement,  the Exhibits and Schedules hereto,
and the  Securities  Purchase  Agreement  and  Exhibits  and  Schedules  thereto
constitute the full and entire  understanding  and agreement between the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.

     6.5  SEVERABILITY.  In the  event  one or  more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

     6.6 AMENDMENT AND WAIVER.

          (a) Except as otherwise  expressly  provided,  this  Agreement  may be
amended  or  modified  only  upon the  written  consent  of the  Company  by the
Requisite Holders and HT; provided,  however,  that no amendment or modification
of Section 4 hereof shall be effective  without the unanimous written consent of
all of the Shareholders.

          (b) Except as otherwise  expressly  provided,  the  obligations of the
Company and the rights of the Investors  under this Agreement may be waived only
with the written consent of the Requisite Holders;  provided,  however,  that no
waiver of the  provisions  of Section 4 hereof  shall be  effective  without the
unanimous written consent of all of the Shareholders.

          (c) For  the  purposes  of  determining  the  number  of  Shareholders
entitled to vote or exercise any rights hereunder, the Company shall be entitled
to rely solely on the list of record holders of its stock as maintained by or on
behalf of the Company.

     6.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise
any right,  power,  or remedy  accruing  to any  Shareholder,  upon any  breach,
default or  noncompliance  of the Company under this Agreement  shall impair any
such right,  power,  or remedy,  nor shall it be construed to be a waiver of any
such breach,  default or noncompliance,  or any acquiescence  therein, or of any
similar breach,  default or noncompliance  thereafter  occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any  Shareholder's  part of any  breach,  default  or  noncompliance  under  the
Agreement  or any  waiver  on  such  Shareholder's  part  of any  provisions  or
conditions of this  Agreement  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this  Agreement,  by law,  or  otherwise  afforded  to  Shareholders,  shall  be
cumulative and not alternative.

     6.8  NOTICES.  All notices  required  or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile if
sent during normal  business  hours of the  recipient;  if not, then on the next
business  day,  (c)  five (5) days  after  having  been  sent by  registered  or
certified mail, return receipt  requested,  postage prepaid,  or (d) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day delivery,  with written verification of receipt. All communications shall be


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<PAGE>

sent to the party to be  notified  at the  address  as set forth on  Schedule  I
hereto or at such other  address as such  party may  designate  by ten (10) days
advance written notice to the other parties hereto.

     6.9 TITLES AND  SUBTITLES.  The titles of the sections and  subsections  of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

     6.10  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     6.11 ATTORNEYS' FEES. In the event that any suit or action is instituted to
enforce any provision in this  Agreement,  the prevailing  party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys and accountants,  which shall include,  without limitation,  all fees,
costs and expenses of appeals.

     6.12 SPIN-OFF.  HT agrees that it will not consummate an Approved  Spin-Off
unless (i) the Company  and/or HT shall cause  holders who receive  Common Stock
pursuant  to  the  Approved  Spin-Off  representing  (in  combination  with  the
Investors)  no less than 51% (by vote) of the  outstanding  common  stock of the
Company  to agree to vote  their  shares in the  manner  set forth in  Section 4
hereof for the period of time  required  pursuant to Section 4 hereof,  and (ii)
subject to the carve-outs set forth in Section 2 and 5 above, the Company and/or
HT agrees to take  appropriate  actions (which may include amending the terms of
the Class B Common Stock) so that all holders who receive  Common Stock pursuant
to the Approved  Spin-Off are subject to the restrictions  relating to HT (other
than Section 4 hereof) which are set forth in this Agreement.

     6.13 SALE IN A PUBLIC  OFFERING.  If the Company  intends to  consummate an
initial Public Offering during the fifth year after the Original  Issuance Date,
the Company may require the holders of the  Preferred  Stock to convert  certain
shares of their  Preferred  Stock  and sell  their  shares of Common  Stock in a
concurrent  secondary offering by providing notice 30 days prior to the proposed
participation  date (the "SALE  NOTICE").  Such Sale Notice  shall set forth the
amount of shares  the  Company  would  like the  Investors  to  include  in such
secondary  offering which amount shall be up to the lesser of: (i) an amount not
to exceed 25% of the total  amount of shares  sold by the Company in the initial
Public  Offering and (ii) the number of Shares which would generate  proceeds to
the Investors of $12,500,000 as of the date of such initial Public Offering.





                                       10
<PAGE>



     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first written above.

                                   HORIZON PCS, INC.


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


                                    HORIZON TELCOM, INC.


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


                 [Signature for Shareholders on following pages]



<PAGE>
     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first written above.

                                   HORIZON PCS, INC.


                                   By:
                                       -------------------------------------
                                       Name:
                                       Title:


                                    HORIZON TELCOM, INC.


                                   By: /s/ Robert McKell
                                       -------------------------------------
                                       Name:  Robert McKell
                                       Title: Chairman of the Board


                 [Signature for Shareholders on following pages]


<PAGE>


                                   APOLLO INVESTMENT FUND IV, L.P.

                                   By: Apollo Advisors IV, L.P.
                                       its General Partner

                                   By: Apollo Capital Management IV, Inc.
                                       its General Partner

                                   By: /s/ Robert Katz
                                       -------------------------------------
                                       Name:  Robert Katz
                                       Title: Vice President

                                   APOLLO OVERSEAS PARTNERS IV, L.P.

                                   By: Apollo Advisors IV, L.P.
                                       its Managing General Partner

                                   By: Apollo Capital Management IV, Inc.
                                       its General Partner

                                   By: /s/ Robert Katz
                                       -------------------------------------
                                       Name:  Robert Katz
                                       Title: Vice President





<PAGE>


                                    ARES LEVERAGED INVESTMENT FUND, L.P.

                                    By: Ares Management, L.P.
                                        its General Partner

                                    By: /s/ Eric Beckman
                                       -------------------------------------
                                       Name:  Eric Beckman
                                       Title: Vice President



                                    ARES LEVERAGED INVESTMENT FUND II, L.P.

                                    By: Ares Management II, L.P.
                                        its General Partner

                                    By: /s/ Eric Beckman
                                       -------------------------------------
                                       Name:  Eric Beckman
                                       Title: Vice President




<PAGE>


                                   FIRST UNION INVESTORS, INC.,
                                   a North Carolina corporation


                                   By: /s/ Pearce Landry
                                       -------------------------------------
                                       Name:  Pearce Landry
                                       Title: Vice President







<PAGE>

                                   SCHEDULE I


HORIZON PCS, INC.
68 East Main Street
Chillicothe, Ohio  45601
Attention:  William McKell
Fax: (740) 993-8289

with a copy to:

Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia  30309-3450
Attention:  Donald I. Hackney, Jr.
Fax: (404) 873-8639


HORIZON TELCOM, INC.
68 East Main Street
Chillicothe, Ohio  45601
Attention:  William McKell
Fax: (740) 993-8289

with a copy to:

Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia  30309-3450
Attention:  Donald I. Hackney, Jr.
Fax: (404) 873-8639




                                      S-1
<PAGE>


                               SCHEDULE I - CONT'D


APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, L.P.
c/o Apollo Management IV, L.P.
1301 Avenue of the Americas
38th Floor
New York, New York  10019
Attention: Robert Katz
Fax: (212) 515-3263

with copies to:

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Washington, D.C.  20036
Attention: Bruce S. Mendelsohn
Fax: (202) 887-4288

And to:

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York  10022
Attention: Stephen Older
Fax: (212) 872-1002


ARES LEVERAGED INVESTMENT FUND, L.P.
c/o Ares Management, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, California  90067
Attention: Eric Beckman
Fax: (310) 201-4170


ARES LEVERAGED INVESTMENT FUND II, L.P.
c/o Ares Management II, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, California  90067
Attention: Eric Beckman
Fax: (310) 201-4170


                                      S-2
<PAGE>



                               SCHEDULE I - CONT'D


FIRST UNION INVESTORS, INC.
One First Union Center
301 South College Street
5th Floor
Charlotte, North Carolina 28288-0732
Attention: John Burlingame
Fax: (704) 374-3300

with a copy to:

Moore & Van Allen PLLC
100 North Tyron Street, Floor 47
Charlotte, NC 28202
Attention: John S. Chinuntdet
Fax: (704) 378-1950