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                         BRIDGE NOTE PURCHASE AGREEMENT

                                 BY AND BETWEEN

                      HORIZON PERSONAL COMMUNICATIONS, INC.

                                       AND

                           FIRST UNION INVESTORS, INC.


                                   DATED AS OF

                                FEBRUARY 15, 2000





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<PAGE>

                                TABLE OF CONTENTS

Section                                                                    Page

SECTION 1.     DEFINITIONS...................................................1
         (a)   Definitions...................................................1
         (b)   Accounting Terms; Financial Statements........................11

SECTION 2.     AUTHORIZATION OF ISSUANCE OF THE NOTE.........................11

SECTION 3.     PURCHASE AND SALE OF SECURITIES...............................12

SECTION 4.     CONDITIONS OF CLOSING.........................................12
         (a)   Representations, Warranties and Covenants.....................12
         (b)   Inspection of Property and Business...........................12
         (c)   Consent of Third Parties, etc.................................12
         (d)   No Adverse Change.............................................13
         (e)   Financial Information.........................................13
         (f)   Certain Agreements............................................13
         (g)   Opinions of Counsel...........................................13
         (h)   Delivery of Closing Documents.................................13
         (i)   Payment of Fees and Expenses..................................15
         (j)   Litigation....................................................15
         (k)   Ownership Structure...........................................15
         (l)   Bankruptcy....................................................15
         (m)   Legality of Offering..........................................15
         (n)   Financial Covenants...........................................15
         (o)   Additional Matters............................................15

SECTION 5.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................15
         (a)   Organization, Good Standing and Qualification.................16
         (b)   Subsidiaries and Investments..................................16
         (c)   Authorized and Issued Capital.................................16
         (d)   Authorization.................................................17
         (e)   Litigation....................................................17
         (f)   Tax Matters...................................................17
         (g)   Organizational and Governing Documents........................18
         (h)   Government Approvals; Consents................................18
         (i)   Representations and Warranties in Other Agreements............18
         (j)   Disclosure....................................................18
         (k)   Compliance with Securities Laws...............................18
         (l)   No Brokers....................................................19
         (m)   Financial Statements..........................................19
         (n)   Absence of Undisclosed Liabilities............................19
         (o)   Title To Properties and Assets................................20

                                       i
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         (p)   Contracts and Commitments.....................................20
         (q)   Employees.....................................................20
         (r)   Compliance with Laws..........................................21
         (s)   Transactions with Affiliates..................................21
         (t)   Hazardous and Toxic Materials.................................21
         (u)   Solvency......................................................22
         (v)   Certain Federal Regulations...................................22
         (w)   Acquisition and Senior Loan Documents.........................23
         (x)   Use of Proceeds...............................................23
         (y)   Employee Benefit Plans........................................23
         (z)   Intellectual Property.........................................23
         (aa)  Absence of Certain Changes or Events..........................24
         (cc)  Insurance.....................................................25

SECTION 6.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER..................25

SECTION 7.  COVENANTS........................................................26
         (a)   Payment of Notes..............................................26
         (b)   Financial Statements..........................................26
         (c)   Other Business and Financial Information......................28
         (d)   Corporate Existence; Franchises; Maintenance of Properties....30
         (e)   Compliance with Laws..........................................30
         (f)   Payment of Obligations........................................30
         (g)   Insurance.....................................................31
         (h)   Maintenance of Books and Records; Inspection..................31
         (i)   Creation or Acquisition of Subsidiaries.......................31
         (j)   Reserved......................................................31
         (k)   Further Assurances............................................31
         (l)   Use of Proceeds...............................................31
         (m)   Compliance with Agreements....................................32
         (n)   Indemnification...............................................32
         (o)   ERISA.........................................................33
         (p)   Brokerage.....................................................33

SECTION 8.  FINANCIAL COVENANTS..............................................34

SECTION 9.  NEGATIVE COVENANTS...............................................34
         (a)   Merger; Consolidation.........................................34
         (b)   Indebtedness..................................................35
         (c)   Liens.........................................................35
         (d)   Disposition of Assets.........................................36
         (e)   Investments...................................................36
         (f)   Restricted Payments...........................................37
         (g)   Transactions with Affiliates..................................38
         (h)   Lines of Business.............................................38

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         (i)   Certain Amendments............................................38
         (j)   Limitation on Certain Restrictions............................38
         (k)   No Other Negative Pledges.....................................39
         (l)   Fiscal Year...................................................39
         (m)   Accounting Changes............................................39
         (n)   Extensions of Credit Agreements...............................39
         (o)   Limitations on Layering.......................................39

SECTION 10  Reserved.........................................................40

SECTION 11  GENERAL..........................................................40
         (a)   Entire Agreement..............................................40
         (b)   Reimbursement of Expenses.....................................40
         (c)   Survival of Agreements and Representations and Warranties.....40
         (d)   No Waiver.....................................................41
         (e)   Binding Effect; Participations................................41
         (f)   Initial Holder................................................41
         (g)   Cumulative Powers.............................................41
         (h)   Loss of Securities; Reissue of Securities in
                  Lesser Denominations.......................................41
         (i)   Communications................................................42
         (j)   Legend........................................................42
         (k)   Confidentiality; Public Announcements.........................42
         (l)   Governing Law.................................................43
         (m)   Headings......................................................43
         (n)   Multiple Originals............................................43
         (o)   Amendment or Waiver...........................................43
         (p)   Waiver of Jury Trial..........................................44
         (q)   Consent to Jurisdiction and Service of Process................44
         (r)   Arbitration...................................................44


Schedules
---------
Schedule 4(e)     Financial Information
Schedule 5(a)     Organizational Matters
Schedule 5(b)     Subsidiaries and Investments
Schedule 5(c)     Capitalization
Schedule 5(e)     Litigation
Schedule 5(f)     Tax Matters
Schedule 5(f)     Governmental Approvals; Consents
Schedule 5(p)     Material Contracts
Schedule 5(q)     Employees
Schedule 5(s)     Affiliate Contracts
Schedule 5(t)     Environmental Matters
Schedule 5(x)     Use of Proceeds
Schedule 5(y)     Employee Benefit Plans
Schedule 5(z)     Intellectual Property

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Schedule 5(aa)    Absence of Certain Changes or Events
Schedule 5(bb)    Insurance
Schedule 9(b)     Permitted Indebtedness
Schedule 9(c)     Permitted Liens
Schedule 9(e)     Permitted Investments
Schedule 10(i)    Addresses for Notices


Exhibits
--------
Exhibit 1(a)      Form of RTFC Commitment Letter and Term Sheet
Exhibit 2(a)      Form of Note
Exhibit 4(f)(i)   Form of Conversion Agreement
Exhibit 4(f)(ii)  Form of Acquisition Documents
Exhibit 4(g)(i)   Form of Opinion of Company Counsel
Exhibit 4(h)(ix)  Form of Officers' Certificate
Exhibit 4(h)(x)   Form of Secretary's Certificate
Exhibit 7(b)(iii) Form of Management Report
Exhibit 7(i)      Form of Guaranty



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<PAGE>


                         BRIDGE NOTE PURCHASE AGREEMENT


     THIS BRIDGE NOTE PURCHASE  AGREEMENT (this "Agreement") is made and entered
into as of this  15th day of  February,  2000,  by and  among  HORIZON  PERSONAL
COMMUNICATIONS,  INC.,  an Ohio  corporation  (the  "Company"),  and FIRST UNION
INVESTORS, INC., a North Carolina corporation (the "Purchaser").

                              STATEMENT OF PURPOSE

     WHEREAS,  the Company,  the Parent (as defined below) and its  Subsidiaries
(as defined  below) are engaged in the business of providing  telecommunications
services;

     WHEREAS, the Company has requested that the Purchaser make an investment in
the Company in the form of a senior  subordinated  bridge  note in the  original
principal amount of $13,000,000 (the "Subdebt Investment"). The Company will use
the proceeds of the Subdebt Investment as set forth under Section 5(x); and

     WHEREAS, the Company and the Purchaser have reached certain agreements with
regard to the foregoing  transactions,  all upon the terms and  conditions  more
particularly described herein;

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the promises,  covenants and agreements
contained  herein,  the parties hereto hereby  mutually  covenant,  contract and
agree as follows:

SECTION 1.        DEFINITIONS.

     (a) Definitions. As used in this Agreement and unless the context otherwise
requires, the following terms have the meanings indicated below.

     "AAA" has the meaning set forth in Section 11(r).

     "Acquisition"  shall mean the  acquisition  by the Company of 78,900 shares
(19,725  voting and  59,175  non-voting)  of the  Parent's  common  stock on the
Closing Date pursuant to the terms of the Acquisition Documents.

     "Acquisition  Documents" shall mean (i) that certain  Assignment  Agreement
dated as of February  15,  2000 by and between the Company and the Parent,  (ii)
the Stock Power dated February 15, 2000 executed by ALLTEL Investments, Inc. and
(iii) the letter  agreement  dated October 27, 1999 between ALLTEL  Investments,
Inc. to Horizon Telecom Inc.

     "Affiliate" means with respect to any Person, a Person (other than a Wholly
Owned  Subsidiary) (i) which directly or indirectly  controls,  or is controlled



<PAGE>

by, or is under common control with, such Person, (ii) which owns 10% or more of
the equity interests of such Person (iii) 10% or more of the voting stock (or in
the  case of a  Person  which is not a  corporation,  10% or more of the  equity
interests) of which is owned by such Person or (iv) who is an executive  officer
or director of such Person. The term "control" means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.  For purposes of this  Agreement and without  limitation,
each of the Responsible  Officers and their respective  Affiliates shall each be
deemed to be an Affiliate of the Company and its Subsidiaries.

     "Agreement" has the meaning set forth in the Preamble, as amended, modified
or supplemented from time to time in accordance with its terms.

     "Arbitration Rules" has the meaning set forth in Section 11(r).

     "Authorized  Officer" means,  with respect to any action specified  herein,
any  officer  of the  Company  duly  authorized  by  resolution  of the Board of
Directors to take such action on its behalf,  and whose signature and incumbency
shall have been  certified  to the  Purchaser  by the  secretary or an assistant
secretary of the Company.

     "Big Five  Accounting  Firm" means any of Arthur  Andersen & Co. LLP,  KPMG
Peat Marwick, Ernst & Young LLP, Deloitte & Touche or PriceWaterhouse Coopers or
any of their respective successors.

     "Board of  Directors"  means that certain  board of  directors  established
pursuant to the bylaws/code of regulations of the Company.

     "Business  Day"  means any day other than a  Saturday  or  Sunday,  a legal
holiday or a day on which  commercial  banks in  Charlotte,  North  Carolina are
required by law to be closed.

     "Capital Stock" means (i) with respect to any Person that is a corporation,
any and all shares, interests or equivalents in capital stock (whether voting or
nonvoting,  and whether common or preferred) of such corporation,  and (ii) with
respect  to any  Person  that is not a  corporation,  any  and all  partnership,
membership,  limited liability company or other equity interests of such Person;
and in each case,  any and all  warrants,  rights,  options or other  derivative
securities to purchase any of the foregoing.

     "Cash   Equivalents"   means  (i)  securities  issued  or   unconditionally
guaranteed  by the United  States of  America  or any agency or  instrumentality
thereof, backed by the full faith and credit of the United States of America and
maturing  within 90 days from the date of  acquisition,  (ii)  commercial  paper
issued by any Person organized under the laws of the United States of America or
any state or political  subdivision  thereof,  maturing  within 90 days from the
date of acquisition and, at the time of acquisition, having a rating of at least
A-1 or the equivalent  thereof by Standard & Poor's Ratings Services or at least
P-1 or the equivalent  thereof by Moody's  Investors  Service,  Inc., (iii) time
deposits and  certificates  of deposit  maturing within 90 days from the date of


                                       2
<PAGE>

issuance and issued by a bank or trust company  organized  under the laws of the
United States of America or any state or political  subdivision thereof that has
combined  capital  and  surplus of at least  $500,000,000  and that has (or is a
Subsidiary of a bank holding company that has) a long-term unsecured debt rating
of at least A or the equivalent thereof by Standard & Poor's Ratings Services or
at least A2 or the equivalent thereof by Moody's Investors  Service,  Inc., (iv)
repurchase  obligations  with a term not  exceeding  seven days with  respect to
underlying  securities  of the types  described in clause (i) above entered into
with any bank or trust company  meeting the  qualifications  specified in clause
(iii) above,  and (v) money market funds at least 95% of the assets of which are
continuously invested in securities of the type described in clause (i) above.

     "Casualty  Event"  means,  with  respect  to any  property  (including  any
interest in  property) of the Company or any of its  Subsidiaries,  any loss of,
damage to, or  condemnation  or other  taking of,  such  property  for which the
Company  or  such  Subsidiary  receives  insurance   proceeds,   proceeds  of  a
condemnation award or other compensation.

     "Change of Control"  means the  occurrence of any of the following  events:
(i) the  failure of the McKell  Affiliates  to  maintain  beneficial  ownership,
directly or indirectly,  of Voting Stock of the Parent  representing 51% or more
of the combined voting power of all Voting Stock of the Parent;  (ii) any Person
or two or more Persons acting in concert  (other than (x) the McKell  Affiliates
and (y)  assignees  of the  Purchaser  unless such  assignees  of the  Purchaser
acquire Voting Stock from other stockholders of the Company) shall have acquired
beneficial  ownership,  directly or  indirectly,  of, or shall have  acquired by
contract or  otherwise,  or shall have  entered  into a contract or  arrangement
that,  upon  consummation,  will result in its or their  acquisition of, control
over,  Voting  Stock of the Parent (or other  securities  convertible  into such
Voting  Stock)  representing  25% or more of the  combined  voting  power of all
Voting  Stock of the  Parent;  and (iii) the  failure of the Parent to  maintain
beneficial  ownership,  directly or  indirectly,  of Voting Stock of the Company
representing 90% or more of the combined voting power of all Voting Stock of the
Company,  provided that, for the purpose of subsection  (iii) the acquisition by
the Company of shares of Bright Personal Communications  Services, LLC shall not
be a "Change of Control".

     "Closing" has the meaning set forth in Section 3(b).

     "Closing Date" means the date on which the Closing occurs.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and the regulations promulgated and rulings issued thereunder.

     "Commission" means the Securities and Exchange Commission and any successor
Person thereof.

     "Company" has the meaning set forth in the Preamble.

     "Contingent  Obligation"  means, with respect to any Person,  any direct or
indirect liability of such Person with respect to any indebtedness or obligation


                                       3
<PAGE>

of the type described in clauses (i) through (viii) and (x) of the definition of
Indebtedness,  liability  or other  obligation  (the  "primary  obligation")  of
another  Person  (the  "primary  obligor"),  whether or not  contingent,  (a) to
purchase,  repurchase  or  otherwise  acquire  such  primary  obligation  or any
property  constituting  direct or indirect security therefor,  (b) to advance or
provide funds (i) for the payment or discharge of any such primary obligation or
(ii) to maintain  working  capital or equity  capital of the primary  obligor or
otherwise to maintain the net worth or solvency or any balance sheet item, level
of income  or  financial  condition  of the  primary  obligor,  (c) to  purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary  obligation of the ability of the primary obligor in respect
thereof to make payment of such primary obligation or (d) otherwise to assure or
hold harmless the owner of any such primary  obligation  against loss or failure
or  inability  to perform in respect  thereof;  provided,  however,  that,  with
respect to the  Company and its  Subsidiaries,  the term  Contingent  Obligation
shall not include  endorsements for collection or deposit in the ordinary course
of business.

     "Contractual  Obligation" means, with respect to a Person, any provision of
(i) any security issued by such Person,  including  provisions  contained in the
articles or certificate of  incorporation or bylaws or other  organizational  or
governing documents of such Person, or (ii) any agreement,  franchise,  license,
lease, permit,  undertaking,  contract,  indenture,  mortgage,  deed of trust or
other instrument or understanding to which such Person is a party or by which it
or any of its assets or property is bound.

     "Conversion Agreement" shall have the meaning set forth in Section 4(f).

     "Credit  Agreements"  collectively means (i) that certain credit agreement,
dated as of August 29, 1997 (as amended or otherwise  modified from time to time
in accordance with the terms hereof) between Rural Telephone Finance Corporation
("RTFC") and the Company (ii) that certain  proposed  credit  agreement  between
RTFC and the Company  outlined  in the term sheet and  commitment  letter  dated
January 31, 2000  pursuant to which an  aggregate  of  $45,500,000  ($40,500,000
secured  term  loan at  $5,000,000  secured  revolving  line of  credit)  can be
incurred (a complete copy of such term sheet and  commitment  letter is attached
hereto as Exhibit 1(a)),  (iii) that certain  Guaranty issued by Motorola,  Inc.
("Motorola")  in favor of the RTFC in  connection  with the loan  referred to in
item (i) above, (iv) that certain  Reimbursement and Security  Agreement,  dated
August 29, 1997, between the Company and Motorola,  (v) the proposed Guaranty to
be issued by Motorola in favor of the RTFC in connection  with the loan referred
to in  item  (ii)  above  and  (vi)  the  proposed  Reimbursement  and  Security
Agreement, between the Company and Motorola in connection with the loan referred
to in item (ii) above.

     "Credit Documents" means the Credit  Agreements,  and all other agreements,
instruments,  documents and certificates now or hereafter executed and delivered
to RTFC or Motorola by or on behalf of the Company,  its  Subsidiaries,  RTFC or
Motorola  with  respect  to  the  Credit   Agreements,   and  the   transactions
contemplated  thereby,  in  each  case as  amended,  modified,  supplemented  or
restated from time to time in accordance  with their terms and the terms of this
Agreement.



                                       4
<PAGE>

     "Default"  means any event or condition  that,  with the passage of time or
giving of notice, or both, would constitute an Event of Default.

     "Disputes" has the meaning set forth in Section 11(r).

     "Disqualified Capital Stock" means, with respect to any Person, any Capital
Stock of such Person that,  by its terms (or by the terms of any  security  into
which it is convertible or for which it is exchangeable),  or upon the happening
of any event or otherwise,  (i) matures or is mandatorily  redeemable or subject
to any mandatory repurchase  requirement,  pursuant to a sinking fund obligation
or  otherwise,  (ii)  is  redeemable  or  subject  to any  mandatory  repurchase
requirement  at the sole option of the holder  thereof,  or (iii) is convertible
into or  exchangeable  for  (whether  at the  option of the issuer or the holder
thereof) (a) debt securities or (b) any Capital Stock referred to in (i) or (ii)
above,  in each case under (i),  (ii) or (iii)  above at any time on or prior to
February 14, 2001;  provided,  however,  that only the portion of Capital  Stock
that so matures or is mandatorily redeemable,  is so redeemable at the option of
the holder  thereof,  or is so convertible or  exchangeable  on or prior to such
date shall be deemed to be Disqualified Capital Stock.

     "Dollars" or "$" means dollars of the United States of America.

     "EBITDA" means  consolidated net income of the Company and its Subsidiaries
increased by (i) any interest expense,  (ii) any income taxes paid or accrued in
the  applicable  fiscal  year  and  (iii)  any  allowance  for  depreciation  or
amortization, in each case determined in accordance with GAAP for such period.

     "Environmental Claims" has the meaning set forth in Section 5(t).

     "Environmental Law" has the meaning set forth in Section 5(t).

     "Environmental Notice" has the meaning set forth in Section 5(t).

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended  from  time to  time,  and any  successor  statute  and the  regulations
promulgated and rulings issued thereunder.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is a member  of a group of  which  the  Company  is a member  and  which is
treated as a single employer under Section 414 of the Code.

     "ERISA  Event" with  respect to any Person  means (i) the  occurrence  of a
reportable  event,  within the meaning of Section 4043 of ERISA, with respect to
any Plan of such Person or any of its ERISA Affiliates  unless the 30-day notice
requirement  with  respect to such event has been  waived by the PBGC;  (ii) the
provision  by the  administrator  of any Plan of such Person or any of its ERISA
Affiliates  of a notice of intent to  terminate  such Plan,  pursuant to Section
4041(a)(2) of ERISA  (including any such notice with respect to a Plan amendment
referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a


                                       5
<PAGE>

facility  of such  Person or any of its ERISA  Affiliates  in the  circumstances
described in Section 4068(f) of ERISA; (iv) the failure by such Person or any of
its  ERISA  Affiliates  to  make a  payment  to a Plan  required  under  Section
302(f)(1) of ERISA; (v) the adoption of an amendment to a Plan of such Person or
any of its ERISA  Affiliates  requiring  the provision of security to such Plan,
pursuant  to  Section  307 of  ERISA;  or (vi)  the  institution  by the PBGC of
proceedings  to terminate a Plan of such Person or any of its ERISA  Affiliates,
pursuant to Section 4042 of ERISA,  or the  occurrence of any event or condition
described  in  Section  4042 of ERISA  that  could  constitute  grounds  for the
termination of, or the appointment of a trustee to administer, such Plan.

     "Event of Default" has the meaning set forth in the Note.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission thereunder.

     "Financial Officer" means, with respect to the Company, the chief financial
officer, vice president - finance,  principal accounting officer or treasurer of
the Company.

     "Financial Statements" has the meaning set forth in Section 4(e).

     "GAAP" means generally accepted accounting principles,  as set forth in the
statements,  opinions and pronouncements of the Accounting Principles Board, the
American Institute of Certified Public Accountants and the Financial  Accounting
Standards Board,  consistently  applied and maintained as in effect from time to
time (subject to the provisions of Section 1(b)).

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any central bank thereof, any municipal local,
city or county  government,  and any entity exercising  executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any  corporation  or other  entity  owned or  controlled,  through  stock or
capital ownership or otherwise, by any of the foregoing.

     "Guaranty" has the meaning set forth in Section 7(i).

     "Hazardous Discharge" has the meaning set forth in Section 5(t).

     "Hazardous Materials" has the meaning set forth in Section 7(o).

     "Indebtedness" means, with respect to any Person (without duplication), (i)
all indebtedness and obligations of such Person for borrowed money or in respect
of loans or advances of any kind, (ii) all obligations of such Person  evidenced
by notes,  bonds,  debentures or similar  instruments,  (iii) all  reimbursement
obligations  of such Person with respect to surety bonds,  letters of credit and
bankers'  acceptances (in each case,  whether or not drawn or matured and in the
stated amount  thereof,  (iv) all obligations of such Person to pay the deferred
purchase price of property or services,  (v) all indebtedness created or arising


                                       6
<PAGE>

under any conditional  sale or other title  retention  agreement with respect to
property acquired by such Person,  (vi) all obligations of such Person as lessee
under leases that are or are required to be, in accordance  with GAAP,  recorded
as  capital  leases,  to the  extent  such  obligations  are  required  to be so
recorded,  (vii) all Disqualified  Capital Stock issued by such Person, with the
amount of  Indebtedness  represented  by such  Disqualified  Capital Stock being
equal to the greater of its voluntary or involuntary  liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any (for
purposes  hereof,  the  "maximum  fixed  repurchase  price" of any  Disqualified
Capital Stock that does not have a fixed repurchase price shall be calculated in
accordance  with  the  terms  of  such  Disqualified  Capital  Stock  as if such
Disqualified  Capital  Stock were  purchased  on any date on which  Indebtedness
shall be required to be determined pursuant to this Agreement, and if such price
is based  upon,  or  measured  by, the fair  market  value of such  Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the board of  directors or other  governing  body of the issuer of such
Disqualified  Capital  Stock),  (viii) the net  termination  obligations of such
Person  under  any  Hedge  Agreements,  calculated  as of any  date  as if  such
agreement or arrangement  were  terminated as of such date,  (ix) all Contingent
Obligations of such Person and (x) all  indebtedness  referred to in clauses (i)
through (ix) above secured by any Lien on any property or asset owned or held by
such Person  regardless of whether the  indebtedness  secured thereby shall have
been assumed by such Person or is nonrecourse to the credit of such Person.

     "Indemnified Party" has the meaning set forth in Section 7(n).

     "Initial Public Offering" means an initial  underwritten public offering of
the Company's Common Stock pursuant to a registration  statement filed under the
Securities Act.

     "Intellectual  Property" means all  technology,  know-how and trade secrets
relating  to or used  in the  business  of the  Company  and  its  Subsidiaries,
including  (i) the computer  programs  and  software  relating to or used in the
business of the  Company,  together  with the  operating  codes,  source  codes,
updates,  upgrades,  modifications,  enhancements  and any  user  and  technical
documentation  or utilities  with  respect  thereto,  (ii) all  patents,  patent
licenses and patent applications,  copyrights and copyright applications,  trade
secrets,  proprietary  information,  proposals and rights and other intellectual
property rights relating to the business of the Company and its Subsidiaries and
(iii) all  trademarks,  trade  names,  service  marks and logos  (including  any
registration  and any  application  for  registration  of any of the foregoing),
relating to or used in the business of the Company and its Subsidiaries.

     "Intellectual Property Licenses" has the meaning set forth in Section 5(z).

     "Investments" has the meaning set forth in Section 9(e).

     "Latest  Balance  Sheet"  means the balance  sheet dated as of December 31,
1999.

     "Letter  Agreement" shall mean that certain letter agreement dated February
15, 2000 between the Company and the Purchaser.



                                       7
<PAGE>

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment, security
interest, lien (statutory or otherwise),  preference,  priority, charge or other
encumbrance of any nature, whether voluntary or involuntary,  including, without
limitation,  the  interest of any vendor or lessor  under any  conditional  sale
agreement,  title  retention  agreement,  capital  lease or any  other  lease or
arrangement having substantially the same effect as any of the foregoing, or set
off  rights  of  depository  institutions  against  deposit  accounts  with such
depository institutions for customary fees and expenses.

     "Losses" has the meaning set forth in Section 7(n).

     "Material  Adverse  Change"  means  any  material  adverse  change  in  the
condition (financial or otherwise),  operations,  business, properties or assets
of the Company and its Subsidiaries, taken as a whole.

     "Material  Adverse Effect" means (a) a material adverse effect upon (i) the
condition (financial or otherwise),  operations,  business, properties or assets
of the Parent and its  Subsidiaries  taken as a whole,  (ii) the  ability of the
Company,  the Parent or any  Subsidiary  to perform its  obligations  under this
Agreement  or any of the other  Transaction  Documents to which it is a party or
(iii) the legality,  validity or  enforceability of this Agreement or any of the
other Transaction  Documents or the rights and remedies of the Purchaser and the
parties hereunder and thereunder.

     "Material Contracts" has the meaning set forth in Section 5(p).

     "McKell  Affiliates" shall mean all direct and lineal descendants of Joseph
Scott McKell and their respective spouses, trusts and Affiliates.

     "Multiemployer  Plan" means any "multiemployer  plan "within the meaning of
Section  4001(a)(3) of ERISA to which the Company or any ERISA Affiliate  makes,
is making or is obligated to make contributions or has made or been obligated to
make contributions.

     "Note" or "Notes" has the meaning set forth in Section 2.

     "Obligations"  means  all  principal  of and  interest  (including,  to the
greatest extent  permitted by law,  post-petition  interest) on the Note and all
fees,  expenses,  indemnities and other obligations owing, due or payable at any
time by the Company to the Purchaser or any other Person entitled thereto, under
this Agreement or any of the other Transaction Documents.

     "Organic  Change"  means any of the  following:  (i) any sale,  assignment,
lease, conveyance,  exchange,  transfer,  sale-leaseback or other disposition of
more than 25% of the  assets,  business  or  properties  of the  Company and its
Subsidiaries,   on  a  consolidated  basis,  whether  in  one  or  a  series  of
transactions,  whether or not in the ordinary  course of business and whether or
not directly or  indirectly or through the sale or other  disposition  of equity


                                       8
<PAGE>

securities  of  any  of  the  Subsidiaries  of the  Company,  other  than  those
transactions  expressly  permitted by clauses (i) through  (iii) of Section 9(d)
and (ii) any (x) merger, consolidation or other combination to which the Company
or any  of its  Subsidiaries  is a  party  or  (y)  liquidation,  winding  up or
dissolution  of the  Company  or any of its  Subsidiaries,  other than (A) those
transactions  expressly  permitted by clauses (i) and (ii) of Section 9(a),  (B)
the Company may merge with an Affiliate  incorporated  solely for the purpose of
reincorporating  the  Company in another  jurisdiction  to realize  tax or other
benefits  and (C) those  transactions  expressly  consented to in writing by the
Purchaser.

     "Owned Intellectual Property" has the meaning set forth in Section 5(z).

     "PBGC" means the Pension  Benefit  Guaranty  Corporation  and any successor
thereto.

     "Parent" means Horizon Telecom, Inc., an Ohio corporation.

     "Permanent  Financing"  means any debt or equity  financing by the Company;
provided,  however,  that  neither the  Company's  issuance  of debt  securities
constituting  Permitted  Senior  Debt  nor  the  Company's  issuance  of  equity
securities in a private  placement  which yields gross  proceeds in an aggregate
amount of less than $20,000,000 shall constitute a Permanent Financing.

     "Permitted Acquisition" means (a) any Acquisition with respect to which all
of the following  conditions are satisfied:  (i) each business acquired shall be
within the  permitted  lines of business  described in Section 9(h) and shall be
incorporated,  organized or formed in the United States,  (ii) any Capital Stock
given as  consideration  in connection  therewith  shall be Capital Stock of the
Company or one of its Affiliates,  other than a Subsidiary of the Company, (iii)
in the case of an  Acquisition  involving the  acquisition of control of Capital
Stock of any Person,  immediately  after giving effect to such  Acquisition such
Person (or the surviving Person, if the Acquisition is effected through a merger
or consolidation)  shall be the Company or a Subsidiary of the Company (in which
case,  (A)  the  Company  and  such   Subsidiary's   management  and/or  selling
shareholders  (as  such  management  and  shareholders  are in  effect  for  the
corresponding acquired business during the fiscal quarter, immediately preceding
such  Permitted  Acquisition)  shall  own,  in  the  aggregate,   100%  of  such
Subsidiary's Capital Stock and (B) the Company shall own no less than 75% of the
Total Voting Power of such  Subsidiary),  and (iv) the Person to be acquired (or
its board of directors or  equivalent  governing  body) has not (A) announced it
will oppose such Acquisition or (B) commenced any action which alleges that such
Acquisition  violates,  or will violate,  any  Requirement of law and all of the
conditions  and  requirements  of  Sections  7(i)  and 7(k)  applicable  to such
Acquisition  are  satisfied;  (b) any other  Acquisition  to which the Purchaser
shall have given its prior  written  consent  (which  consent may be in its sole
discretion and may be given subject to such  additional  terms and conditions as
the Purchaser  shall  establish) and with respect to which all of the conditions
and  requirements  set forth in this  definition  and in Section 7(i), and in or
pursuant to any such  consent,  have been  satisfied or waived in writing by the
Purchaser; or (c) the acquisition of additional Capital Stock of Bright Personal
Communications Services, LLC.

     "Permitted Liens" has the meaning set forth in Section 9(c).

     "Permitted Senior Debt" has the meaning set forth in Section 9(b).



                                       9
<PAGE>

     "Person" means any corporation,  association,  joint venture,  partnership,
limited liability company, organization, business, individual, trust, government
or agency or political subdivision thereof or any other legal entity.

     "Plan"  means any  "employee  pension  benefit  plan" within the meaning of
Section  3(2) of ERISA that is subject  to the  provisions  of Title IV of ERISA
(other  than a  Multiemployer  Plan)  and to  which  the  Company  or any  ERISA
Affiliate may have any liability.

     "POPs" has the meaning set forth in Section 8(a).

     "Projections" has the meaning set forth in Section 5(m).

     "Purchaser"  has the meaning set forth in the Preamble  and its  successors
and assigns.

     "Related  Party" or "Related  Parties" means spouses,  lineal  ancestors or
descendants, natural or adopted, and spouses of lineal ancestors or descendants,
or trusts for the sole benefit of any of such Persons.

     "Required  Purchasers" means the holders of at least 51% of the outstanding
principal of the Note or Notes.

     "Requirement  of Law"  means,  with  respect to any  Person,  the  charter,
articles or certificate of incorporation, formation or organization, partnership
or  operating  agreements  and  bylaws  or  other  organizational  or  governing
documents of such Person, and any statute, law, treaty, rule, regulation, order,
decree,  writ,  injunction or  determination of any arbitrator or court or other
Governmental  Authority,  in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
or otherwise  pertaining to any or all of the transactions  contemplated by this
Agreement and the other Transaction Documents.

     "Responsible  Officer" means,  with respect to the Company,  the president,
the chief  executive  officer,  any other  executive  officer,  or any Financial
Officer  of the  Company,  and any other  officer or  similar  official  thereof
responsible for the  administration of the obligations of the Company in respect
of this Agreement.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the Commission thereunder.

     "Subsidiary"  means,  with respect to any Person,  any corporation or other
Person of which more than 50% of the  outstanding  Capital Stock having ordinary
voting power to elect a majority of the board of directors, board of managers or
other  governing  body of such Person,  is at the time,  directly or indirectly,
owned or controlled by such Person and one or more of its other  Subsidiaries or
a combination thereof  (irrespective of whether, at the time,  securities of any
other class or classes of any such  corporation  or other  Person shall or might
have voting  power by reason of the  happening  of any  contingency).  When used
without reference to a parent entity,  the term "Subsidiary"  shall be deemed to
refer to a Subsidiary of the Company.

                                       10
<PAGE>


     "Subsidiary Guarantor" has the meaning set forth in Section 7(i).

     "Total Voting Power" means, with respect to any Person, the total number of
votes  which may be cast in the  election  of  directors  of such  Person at any
meeting of stockholders of such Person if all securities entitled to vote in the
election of directors  of such Person (on a fully  diluted  basis,  assuming the
exercise, conversion or exchange of all rights, warrants, options and securities
exercisable for,  exchangeable for or convertible into, such voting  securities)
were present and voted at such  meeting  (other than votes that may be cast only
upon the happening of a contingency).

     "Transaction  Documents"  means  this  Agreement,   the  Note,  the  Credit
Agreements,  the Acquisition  Documents,  the Conversion  Agreement,  the Letter
Agreement and all other  agreements,  exhibits,  documents and schedules related
thereto.

     "Voting Stock" means,  with respect to any Person,  Capital Stock issued by
such   Person  the  holders  of  which  are   ordinarily,   in  the  absence  of
contingencies,  entitled  to vote for the  election  of  directors  (or  persons
performing similar  functions) of such Person,  even though the right so to vote
has been suspended by the happening of such a contingency.

     "Wholly  Owned"  means,  with respect to any  Subsidiary of any Person (the
"parent"),  that 100% of the  outstanding  Capital  Stock of such  Subsidiary is
owned, directly or indirectly,  by such parent unless it is a Requirement of Law
that  any  third  Person  who is a member  of the  board  of  directors  (or any
equivalent body) holds shares of such Subsidiary's outstanding Capital Stock, in
which case, the percentage of shares of such  Subsidiary's  outstanding  Capital
Stock  that  does  not  have to be held as a  Requirement  of Law by such  board
member(s) is owned directly or indirectly, by such parent.

     (b) Accounting Terms; Financial Statements. Except as specifically provided
otherwise  in this  Agreement,  all  accounting  terms used  herein that are not
specifically   defined  shall  have  the  meanings  customarily  given  them  in
accordance  with  GAAP.   Notwithstanding  anything  to  the  contrary  in  this
Agreement,  for purposes of calculation of the financial  covenants set forth in
Section 8, all accounting  determinations  and  computations  hereunder shall be
made in  accordance  with  GAAP as in  effect  as of the date of this  Agreement
applied on a basis  consistent  with the basis used in preparing the most recent
Financial  Statements  of the Company  referred to in Section 5(m). In the event
that any  changes  in GAAP  after  such date are  required  to be applied to the
Company and would affect the computation of the financial covenants contained in
Section  8, such  changes  shall be  followed  only from and after the date this
Agreement shall have been amended to take into account any such changes.

SECTION 2. AUTHORIZATION OF ISSUANCE OF THE NOTE. The Company has authorized the
issuance to the Purchaser of the Company's senior subordinated promissory bridge
note in the original principal amount of $13,000,000,  in substantially the form
of Exhibit 2(a) (the "Note").


                                       11
<PAGE>

SECTION 3. PURCHASE AND SALE OF THE NOTE.

     (a) Subject to the terms and conditions  herein set forth,  and in reliance
upon the  representations  and warranties of the Company contained  herein,  the
Company shall sell to the Purchaser  and the Purchaser  shall  purchase from the
Company the Note for a purchase price of $13,000,000.

     (b) The  closing  of the  issuance,  purchase  and  sale of the  Note  (the
"Closing") shall take place at Moore & Van Allen,  PLLC on February 15, 2000, or
at such other time and place as may be  mutually  agreed  upon in writing by the
Company and the Purchaser;  provided, however, that the Closing shall take place
no later than  February 18, 2000. At the Closing,  the Company will issue,  sell
and deliver to the  Purchaser the Note in the amount set forth and the Purchaser
will  pay to the  Company  the  purchase  price  therefor  by wire  transfer  of
immediately  available funds pursuant to written  instructions  delivered to the
Purchaser by the Company prior to the Closing.

SECTION 4. CONDITIONS OF CLOSING.  The  Purchaser's  obligations to purchase and
pay for the Note at the Closing are subject to the Purchaser determining, in its
sole  discretion,  that the  following  conditions  have been  satisfied (or the
Purchaser waiving in writing the conditions that it has determined have not been
satisfied), on or before the Closing Date:

     (a)  Representations,  Warranties and Covenants.  The  representations  and
warranties  of the Company  contained  in Section 5 shall be true and correct at
and  as of  the  Closing  Date  with  the  same  force  and  effect  as if  such
representations  and  warranties  had  been  made  as of the  Closing  Date.  In
addition,  the Company  will have  performed  all  agreements,  obligations  and
covenants required herein to be performed by it on or prior to the Closing.

     (b) Inspection of Property and Business. The Company will have allowed, and
shall  have  caused  the  Parent  to  allow,  permitted  representatives  of the
Purchaser to visit and inspect its  properties,  to examine the  organizational,
business  and   financial   records  of  the  Company,   the  Parent  and  their
Subsidiaries,  and make copies thereof or extracts therefrom, and to discuss the
affairs, finances and accounts of the Company, the Parent and their Subsidiaries
with the directors,  managers,  officers,  shareholders,  members, partners, key
employees  and  independent  accountants  of the  Company,  the Parent and their
Subsidiaries;  provided,  however,  that the  Purchaser  agrees to hold all such
information confidential in accordance with Section 11(k).

     (c) Consent of Third Parties,  Governmental  Authorities,  etc. The Company
shall have  presented,  and shall have  caused the Parent to  present,  evidence
satisfactory  to the Purchaser to the effect that (i) all consents,  waivers and
amendments  required in connection  with the  consummation  of the  transactions
related  to  this  Agreement  and  the  other  Transaction   Documents  and  the
transactions contemplated hereby and thereby have been obtained (including,  but
not limited to, RTFC, the Ohio Public Utilities Commission and Sprint), (ii) the
transactions  related to the Subdebt  Investment and the  Acquisition  shall not
violate,  or  constitute  or trigger the  occurrence of an event of default with
respect to, any  Contractual  Obligations  of the Company,  the Parent or any of
their  Subsidiaries  and (iii) neither the Company,  the Parent nor any of their
Subsidiaries is in violation of or default under or with respect to any material
Contractual Obligations.



                                       12
<PAGE>

     (d) No Adverse Change.  Since December 31, 1998, no Material Adverse Change
shall have occurred or be anticipated in the condition (financial or otherwise),
properties, proposed business operations,  management,  potential competition or
any  other  matter  affecting  (including,   but  not  limited  to,  litigation,
proceedings,  bankruptcy, insolvency or other claims) the Company, the Parent or
any of their  Subsidiaries  or their  business  prospects,  which is or could be
materially adverse.

     (e) Financial Information.  The Company shall have provided, and shall have
caused the Parent to provide,  the  Purchaser  with such  financial  information
relative to the  Company's  and the Parent's  financial  condition  which may be
reasonably  requested by the Purchaser,  which information  shall include,  at a
minimum,  the financial  statements listed on Schedule 4(e)  (collectively,  the
"Financial Statements").

     (f) Certain  Agreements.  The following  agreements shall have been entered
into by the  appropriate  parties,  shall have been  delivered to the Purchaser,
shall be  satisfactory  in form and  substance to the  Purchaser and shall be in
full force and effect:

          (i)  Conversion  Agreement,  in  the  form  of  Exhibit  4(f)(i)  (the
     "Conversion Agreement"), between the Company, and the Purchaser; and

          (ii) the Acquisition  Documents,  in the form of Exhibit 4(f)(ii) (the
     "Acquisition Documents"), among the Company and Alltel Investments, Inc. of
     the other Acquisition Documents.

     (g) Opinions of Counsel.  The Purchaser shall have received (i) from Arnall
Golden & Gregory,  LLP, legal counsel for the Company, a favorable opinion as of
the Closing  Date,  substantially  in the form of Exhibit  4(g)(i) and (ii) from
Squire Sanders & Dempsey,  special counsel for the Company,  a favorable opinion
as of the Closing Date as to Ohio matters.

     (h) Delivery of Closing  Documents.  The Purchaser  shall have received the
following  closing  documents,   in  form  and  substance  satisfactory  to  the
Purchaser,  and all of which shall, except as specified below, be fully executed
originals:

          (i) this Agreement;

          (ii) the Note;

          (iii) a copy of the Credit Documents, certified by the secretary or an
     assistant secretary of the Company to be true, correct and complete;

          (iv) the Acquisition Documents;

          (v)  long  form   certificates  of  the  Secretary  of  State  of  the
     jurisdictions  of  incorporation,  formation or organization of the Company
     and each of its  Subsidiaries  as to the good  standing  of the Company and
     each of its  Subsidiaries  in such  jurisdictions  as of a date within five
     Business Days prior to the Closing Date;



                                       13
<PAGE>

          (vi)  certificates  of the Secretary of State of each  jurisdiction in
     which the Company and each of its Subsidiaries are qualified to do business
     as to their good  standing  in such  jurisdictions  and,  where  available,
     certificates of the relevant state taxing  authorities as to the payment by
     such Person of all taxes in such jurisdictions;

          (vii)  certificate,  dated  as of  the  Closing  Date,  of  the  chief
     executive officer and chief financial officer of the Company, substantially
     in the form of Exhibit 4(h)(vii),  stating that the conditions specified in
     Section 4 have been fully satisfied;

          (viii)  certificates,  dated as of the Closing Date,  substantially in
     the  form of  Exhibit  4(h)(viii),  of the  respective  secretaries  of the
     Company and each of its Subsidiaries  certifying (A) that the copies of the
     certificate or articles of  incorporation,  formation or  organization  and
     bylaws or other  organizational and governing  documents of the Company and
     each of its  Subsidiaries,  attached  thereto  and as amended to date,  are
     true,  complete and correct,  (B) that the copies of the resolutions of the
     directors,  managers,  partners,  members and  shareholders of the Company,
     authorizing the transactions contemplated by this Agreement and each of the
     Transaction  Documents  (including  the  issuance  of  the  Note)  and  the
     escrowing  of shares of Capital  Stock of the Parent  attached  thereto are
     true,  complete  and  correct,  (C) as to the  incumbency  of  each  Person
     executing this Agreement and each of the Transaction Documents on behalf of
     the  Company or any of its  Subsidiaries,  and (D) as to any other  matters
     reasonably requested by the Purchaser.

          (ix) copies of the consents,  waivers and amendments to be obtained by
     the Company  pursuant to the  provisions  of Section  4(e),  the  Financial
     Statements  to be  provided by the Company  pursuant to the  provisions  of
     Section 4(g) and the  insurance  policies to be  maintained  by the Company
     pursuant to the provisions of Section 7(g);

          (x)  certificate,  dated as of the Closing Date,  substantially in the
     form of Exhibit 4(h)(x), of the chief executive officer and chief financial
     officer of the Company and each of its  Subsidiaries  as to the solvency of
     such Person;

          (viii) to the extent not  provided  for  herein,  true,  complete  and
     correct copies of all Transaction Documents; and

          (ix) any and all other  documents,  certificates,  and  assurances
     which may be reasonably  requested by the Purchaser in connection  with its
     commitments as set forth herein.

     (i) Payment of Fees and  Expenses.  The Company  shall have paid at Closing
via wire transfer of immediately  available funds (i) all fees, if any, owing to
the  Purchaser  pursuant to the term sheet dated  February  14, 2000 between the
Company and the  Purchaser  and (ii) all expenses of the  Purchaser  pursuant to
Section 11(b), including attorneys' fees and expenses.



                                       14
<PAGE>

     (j)   Litigation.   There  shall  not  exist  any  pending   litigation  or
investigation  affecting or relating to the Company,  the Parent or any of their
Subsidiaries,  this  Agreement and the other  Transaction  Documents that in the
reasonable  judgment of the  Purchaser  could  materially  adversely  affect the
Company,  the  Parent or any of their  Subsidiaries  that has not been  settled,
dismissed, vacated, discharged or terminated prior to the Closing Date.

     (k)  Ownership  Structure.  The  capital  and  ownership  structure  of the
Company,  the  Parent  and  their  Subsidiaries  (after  giving  effect  to  the
Acquisition  and the  Transaction  Documents)  shall be as described in Schedule
5(b) and Schedule  5(c).  The Purchaser  shall be satisfied  with the management
structure, legal structure,  voting control, tax matters,  accounting practices,
liquidity,  total leverage and total  capitalization of the Company,  the Parent
and their Subsidiaries as of the Closing Date.

     (l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with
respect to the Company, the Parent or any of their Subsidiaries.

     (m) Legality of Offering. On the Closing Date, the sale and issuance of the
Note shall be legally permitted by all laws and regulations to which each of the
Purchaser and the Company are subject.

     (n) Financial Covenants. The covenants contained in Section 8 shall be true
and correct as of Closing Date after giving effect to the Acquisition,  the sale
of the Note and the borrowings under the Credit Agreements.

     (o) Additional Matters. All other documents and legal matters in connection
with  the  transactions  contemplated  by this  Agreement  shall  be  reasonably
satisfactory in form and substance to the Purchaser and its counsel.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In order to induce the
Purchaser  to enter into this  Agreement,  the  Company  hereby  represents  and
warrants  to  the  Purchaser  that,  before  and  after  giving  effect  to  the
Acquisition  and the other  transactions  contemplated by this Agreement and the
other Transaction Documents, as of the date hereof:

     (a) Organization, Good Standing and Qualification.  Each of the Company and
the Parent is a  corporation  duly  incorporated,  validly  existing and in good
standing  under  the  laws  of  Ohio.  As  applicable,  each  of  the  Company's
Subsidiaries has all required  corporate power and authority to own its property
and to carry on its business as presently conducted. The Company, the Parent and
each of its Subsidiaries are qualified and authorized to do business in, and are
in good standing as foreign  corporations  in, all other  jurisdictions in which
such  qualification  or  authorization  is  necessary  for  the  conduct  of the
businesses in which the Company,  the Parent and each of their  Subsidiaries are
now  engaged,  except  where the  failure  to be so  qualified  would not have a
Material  Adverse  Effect.  Schedule  5(a)  lists  with  respect  to each of the
Company,   the  Parent  and  their   Subsidiaries   (i)  its   jurisdiction   of
incorporation,  formation  or  organization,  (ii)  all  states  in  which it is
qualified  to do business  and (iii) all  licenses  and permits of  Governmental
Authorities  held by it.  Neither  the  Company,  the  Parent  nor any of  their


                                       15
<PAGE>

Subsidiaries  owns or leases property or have employees in any state in which it
is not  qualified to do  business.  The  licenses,  permits and other rights and
privileges listed on Schedule 5(a) constitute all the material licenses, permits
and other rights and privileges required for each of the Company, the Parent and
their  Subsidiaries to carry on its business as now conducted and as proposed to
be conducted.

     (b) Subsidiaries and Investments. Neither the Company, the Parent nor their
Subsidiaries  has any  Subsidiaries,  other  than  the  Subsidiaries  listed  on
Schedule 5(b). Except for such Subsidiaries listed on Schedule 5(b), neither the
Company,  the Parent nor their  Subsidiaries (i) owns or controls any securities
or owns other  investments  in any Person or (ii) is a participant  in any joint
venture, partnership or similar arrangement.

     (c) Authorized and Issued  Capital.  The authorized  capitalization  of the
Company,  the Parent  and each of their  Subsidiaries  is set forth on  Schedule
5(c).  Except as set forth on Schedule 5(c), the Company and the Parent have not
issued  any other  shares  of their  Capital  Stock  and  there  are no  further
subscriptions, contracts or agreements for the issuance or purchase of any other
or  additional  equity  interest  in the  Company,  the  Parent  or any of their
Subsidiaries,  either  in the  form of  options,  agreements,  warrants,  calls,
convertible  securities or other similar rights.  All the outstanding  shares of
Capital  Stock have been duly and  validly  authorized  and issued and are fully
paid and nonassessable and will have been offered, issued, sold and delivered in
compliance  with  applicable  federal and state  securities  laws.  Set forth on
Schedule  5(c) is a listing  of all  directors,  managers,  officers,  partners,
members  and  shareholders  (including  the  number of  shares of each  class or
percentage  partnership interest, as the case may be, owned by each such Person)
of the Company,  the Parent and each of their Subsidiaries and of the holders of
all outstanding options, agreements, warrants, calls, convertible securities and
other rights relating to the issuance of equity  securities of, or interests in,
the Company,  the Parent and each of their Subsidiaries.  Except as set forth on
Schedule 5(c), neither the Company,  the Parent nor any of their Subsidiaries is
a party to any "phantom stock",  employee stock option plan, other  equity-based
incentive plan or similar  agreement.  Except as set forth on Schedule 5(c), (i)
there are no  preemptive  or similar  rights to  purchase or  otherwise  acquire
equity  securities of, or interests in, the Company,  the Parent or any of their
Subsidiaries  pursuant  to any  Requirement  of Law  or  Contractual  Obligation
applicable to the Company,  the Parent or any of their  Subsidiaries and (ii) no
registration  rights under the  Securities Act have been granted by the Company,
the Parent or any of their Subsidiaries with respect to its equity securities or
interests.

     (d)  Authorization.  The  execution  and  delivery  by the  Company of this
Agreement and each Transaction  Document to which it is a party, the performance
by  the  Company  and  its  Subsidiaries  of  their  obligations  hereunder  and
thereunder,  and the issuance to the Purchaser of the Note, as herein  provided,
have been duly authorized by all necessary  corporate  action of the Company and
its Subsidiaries and the board of directors and shareholders, as appropriate, so
that when issued and delivered (i) the Note will constitute the legal, valid and
binding  obligation of the Company,  enforceable  in accordance  with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  arrangement, moratorium, fraudulent conveyance or other similar
law of  general  applicability  relating  to or  affecting  the  enforcement  of


                                       16
<PAGE>

creditors'  rights  generally  or by  general  equitable  principles;  (ii) this
Agreement  and each of the  Transaction  Documents  to which it is a party  will
constitute the legal, valid and binding  agreements of the Company,  enforceable
against it in accordance with their respective  terms,  except as enforceability
may  be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
arrangement,  moratorium,  fraudulent conveyance or other similar law of general
applicability  relating to or affecting the  enforcement  of  creditors'  rights
generally or by general equitable principles; and (iv) neither the execution and
delivery of this Agreement and each of the  Transaction  Documents to which they
are a  party,  and  the  performance  by  the  Company,  the  Parent  and  their
Subsidiaries of their obligations hereunder and thereunder,  nor the issuance of
the Note, will be in  contravention  of any Requirement of Law applicable to the
Company,  the Parent or any of their Subsidiaries or any Contractual  Obligation
to which the Company or any of its Subsidiaries may be subject.

     (e)  Litigation.  Except  as  set  forth  on  Schedule  5(e),  there  is no
litigation  or  governmental  proceeding  or  investigation  pending  or, to the
knowledge  of the Company,  threatened  against or  affecting  the Company,  the
Parent  or any of  their  Subsidiaries,  or any of  their  respective  officers,
directors,  managers,  partners,  members or  shareholders,  which  involves the
possibility  of any  judgment or liability  which might have a Material  Adverse
Effect on the right of the Company,  the Parent or any of their  Subsidiaries to
conduct  their  respective  businesses  as now  conducted  or as  proposed to be
conducted.

     (f) Tax Matters. Each of the Company, the Parent and their Subsidiaries has
timely filed all federal, state and local tax returns and reports required to be
filed by it and has paid all taxes,  assessments,  fees and other charges levied
upon its properties that are shown thereon as due and payable,  other than those
that are being  consented in good faith and by proper  proceedings and for which
adequate  reserves have been  established in accordance  with GAAP. Such returns
accurately  reflect in all  material  respects  all  liability  for taxes of the
Company,  the Parent and their Subsidiaries for the periods covered thereby.  As
of the  Closing  Date and  except as set  forth on  Schedule  5(f),  there is no
ongoing  audit  or  examination  or,  to the  knowledge  of the  Company,  other
investigation by any Governmental Authority of the tax liability of the Company,
the Parent or any such  Subsidiaries,  and there is no  unresolved  claim by any
Governmental  Authority  concerning the tax liability of the Company, the Parent
or any such  Subsidiaries for any period for which tax returns have been or were
required  to have been filed,  other than  unsecured  claims for which  adequate
reserves have been  established in accordance with GAAP. As of the Closing Date,
the Company, the Parent or their Subsidiaries have not waived or extended or has
not been requested to waive or extend the statute of limitations relating to the
payment of any taxes.

     (g) Organizational and Governing Documents. The certificates or articles of
incorporation,  formation or organization,  partnership or operating  agreements
and bylaws of the Company,  the Parent and each of their Subsidiaries  furnished
to the Purchaser pursuant to Section 4(h) are in full force and effect,  without
further changes, amendments or modification.

     (h) Government Approvals;  Consents.  Except as set forth on Schedule 5(h),
the  Company  and the Parent  are not  required  to obtain  any order,  consent,
approval  or  authorization  of, or make any  declaration  or filing  with,  any
Governmental  Authority or other Person in connection with (i) the  negotiation,


                                       17
<PAGE>

execution,  delivery  and  performance  of this  Agreement  or any of the  other
Transaction  Documents,  (ii) the  offer,  issuance,  sale and  delivery  to the
Purchaser  of the Note,  or (iii)  the  consummation  of any  other  transaction
contemplated by this Agreement or any of the Transaction Documents.

     (i) Representations and Warranties in Other Agreements. The representations
and warranties made by the Company,  the Parent and their  Subsidiaries,  in the
Credit Agreements,  the Acquisition Documents, the Transaction Documents, and in
any other agreements,  instruments or certificates  delivered pursuant hereto or
thereto,  are true and correct in all material  respects  (except where any such
representation  and warranty is stated as being true only as of a specific date,
in which  case such  representation  and  warranty  was true and  correct in all
material respects on such date).

     (j)  Disclosure.  Neither  this  Agreement,  any of the  other  Transaction
Documents,  nor any other  written  statement  or  materials  furnished by or on
behalf of the  Company,  the Parent or their  Subsidiaries  to the  Purchaser in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby,
contains  any  untrue  statement  of any  material  fact,  or omits to state any
material fact that is necessary in order to make the statements contained herein
or  therein,  in the light of the  circumstances  under  which  they were  made,
complete and not  misleading.  There exists no undisclosed  fact or circumstance
which,  to the  knowledge of Company,  the Parent or any of their  Subsidiaries,
would reasonably be likely to result in a Material Adverse Effect.

     (k)  Compliance  with  Securities  Laws.   Assuming  the  accuracy  of  the
representations  and warranties of the Purchaser  contained in Section 6 hereof,
the offer and sale of the Note and the Capital  Stock  acquired  pursuant to the
Acquisition  Documents,  are  not  required  to be  registered  pursuant  to the
provisions  of Section 5 of the  Securities  Act or any state  securities  laws.
Neither the Company nor any agent on its behalf has  solicited  or will  solicit
any offers to sell or has  offered to sell or will offer to sell all or any part
of the Note,  and the Capital Stock to be acquired  pursuant to the  Acquisition
Documents,  to any Person so as to bring the sale of Note, and the Capital Stock
to be acquired pursuant to the Acquisition Documents,  by the Company within the
registration  provisions of the Securities Act or any state securities laws. All
prior  offerings and sales of  securities  of the Company,  the Parent and their
Subsidiaries were in compliance with all applicable federal and state securities
laws.

     (l) No  Brokers.  The  Company  has not  dealt  with  any  broker,  finder,
commission  agent or other similar Person in connection  with the offer and sale
of the Note by the Company to the Purchaser or the transactions  contemplated by
this Agreement,  and the Company is not under any obligation to pay any broker's
fee, finder's fee or commission in connection with such transactions.

     (m) Financial Statements.

          (i) The audited Financial  Statements,  complete and correct copies of
     which have  previously  been  furnished  to the  Purchaser  by the Company,
     present  fairly  and  accurately  the  financial   condition,   results  of
     operations  and  changes  in  financial  position  of  the  Company  and it
     Subsidiaries in accordance with GAAP, consistently applied, as of the dates


                                       18
<PAGE>

     and for the periods set forth therein. The unaudited Financial  Statements,
     complete and correct copies of which have  previously been furnished to the
     Purchaser by the  Company,  present  fairly and  accurately  the  financial
     condition and results of operations of the Company and its  Subsidiaries as
     of the dates and for the periods set forth therein,  subject to the lack of
     footnote disclosure and changes resulting from normal year-end adjustments,
     none of which,  alone or in the  aggregate,  would have a Material  Adverse
     Effect. Since December 31, 1998 there has been no Material Adverse Change.

          (ii) As an inducement  to the  Purchaser to enter into this  Agreement
     and the other Transaction Documents,  the Company has caused to be provided
     to  the   Purchaser   the   projections   listed  on  Schedule   4(e)  (the
     "Projections") prepared by the Company. The Company represents and warrants
     that, after a good faith review of information currently available: (A) the
     assumptions underlying the Projections are reasonable;  (B) the Projections
     are  based  upon good  faith  and  diligent  estimates  of the  anticipated
     operating  results and consummation of the Subdebt  Investment;  and (C) no
     event has  occurred  and no  circumstance  has arisen since the date of the
     Projections   which  would  render  the   Projections  or  the  assumptions
     underlying the Projections misleading or no longer reasonable.

     (n) Absence of Undisclosed Liabilities. Neither the Company, the Parent nor
any of their  Subsidiaries  has any material  obligation  or liability  (whether
accrued, absolute,  contingent,  unliquidated or otherwise, whether or not known
to the Company,  whether due or to become due and regardless of when  asserted),
other than (i) liabilities set forth on the Latest Balance Sheet  (including any
notes thereto),  (ii)  liabilities  and obligations  which have arisen after the
date of the Latest Balance Sheet in the ordinary course of business and which do
not  individually  or in the aggregate have a Material  Adverse Effect and (iii)
obligations  expressly disclosed in the other schedules and exhibits attached to
this Agreement.

     (o) Title To  Properties  and Assets.  Each of the Company,  the Parent and
each of their  Subsidiaries  has good and marketable title in fee simple (or its
equivalent  under  applicable law) to all real property owned by it. Each of the
Company,  the Parent and each of their Subsidiaries has good and valid title to,
or a valid  leasehold  interest in, all other  properties and assets used by it,
located  on its  premises  or  shown on the  Latest  Balance  Sheet or  acquired
thereafter,  free and clear of all  Liens,  other  than for (i)  properties  and
assets  disposed of in the  ordinary  course of  business  since the date of the
Latest  Balance  Sheet,  (ii)  Liens  disclosed  on  the  Latest  Balance  Sheet
(including  the  notes  thereto)  or  (iii)  Permitted  Liens.  All  facilities,
machinery,  equipment,  fixtures, vehicles and other properties owned, leased or
used  by the  Company,  the  Parent  or any of  their  Subsidiaries  are in good
operating  condition  and  repair  and are  reasonably  fit and  usable  for the
purposes for which they are being used. Neither the Company,  the Parent nor any
Subsidiary is in violation of any material zoning, building or safety ordinance,
regulation or requirement or other law or regulation applicable to the operation
of its owned or leased  properties.  The Affiliates of the Company do not own or
lease any  properties or assets that are used by the Company,  the Parent or any
of their Subsidiaries except as set forth on Schedule 5(s).

     (p) Contracts and Commitments. Schedule 5(p) lists, as of the Closing Date,
each  "material  contract"  (within  the  meaning  of  Item  601(b)(10)  of  the
Regulation  S-K under the Exchange Act) to which either the Company,  the Parent
or any of  their  Subsidiaries  is a party,  by  which  it or  their  respective


                                       19
<PAGE>

properties  is  bound or to which it is  subject  (collectively,  the  "Material
Contracts"), and also indicates the parties thereto. As of the Closing Date, (i)
to the  knowledge of the Company,  each  Material  Contract is in full force and
effect and is enforceable by the Company, the Parent or their Subsidiary that is
a party thereto in accordance  with its terms and (ii) neither the Company,  the
Parent nor any of their Subsidiaries (nor, to the knowledge of the Company,  any
other party  thereto) is in breach of or default under any Material  Contract in
any material  respect or has given notice of termination or  cancellation of any
Material Contract.

     (q)  Employees.  Set  forth  on  Schedule  5(q) is a  complete  list of all
employment   agreements  between  the  Company,  the  Parent  or  any  of  their
Subsidiaries  and any  employee  of the  Company,  the  Parent  or any of  their
Subsidiaries, respectively. Except as set forth on Schedule 5(q), the Company is
not aware that any  executive or key employee of the Company,  the Parent or any
of their  Subsidiaries  or any group of employees of the Company,  the Parent or
any of  their  Subsidiaries  has any  plans  to  terminate  employment  with the
Company, the Parent or any of their Subsidiaries.  With respect to employees who
are  terminating  their  employment,  Schedule  5(q) provides a true and correct
summary of all severance  benefits being provided by the Company,  the Parent or
any of their Subsidiaries to such employees. Neither the Company, the Parent nor
any of their  Subsidiaries  nor, to the Company's best knowledge,  any of its or
their employees, is subject to any noncompete,  nondisclosure,  confidentiality,
employment,  consulting, collective bargaining or similar agreement relating to,
affecting or in conflict  with, the present or proposed  business  activities of
the Company,  the Parent or any of their Subsidiaries or any such Person's right
to  participate  in the  affairs  of the  Company,  the  Parent  or any of their
Subsidiaries.

     (r) Compliance with Laws. Neither the Company,  the Parent nor any of their
Subsidiaries  has  violated  any  Requirement  of  Law,  which  violation  would
reasonably  be  expected  to have a Material  Adverse  Effect,  and  neither the
Company,  the Parent nor any of their  Subsidiaries  has received  notice of any
such violation.

     (s)  Transactions  with  Affiliates.  Except as set forth on Schedule 5(s),
there are no Contractual  Obligations of the Company, the Parent or any of their
Subsidiaries to any of the officers, directors, managers, shareholders, members,
employees, Affiliates or their respective Affiliates, or Related Parties, of the
Company,  the Parent or any of their  Subsidiaries other than (i) for payment of
salary  for  services  rendered,  (ii)  reimbursement  for  reasonable  expenses
incurred on behalf of the Company,  the Parent or their Subsidiaries,  (iii) for
standard  employee  benefits  made  generally  available to all employees of the
Company  (including stock option  agreements  outstanding under any stock option
plan approved by the Board of Directors of the Company) and (iv) pursuant to any
of the  Transaction  Documents.  None  of  the  officers,  directors,  managers,
shareholders,  members, employees, Affiliates, or their respective Affiliates or
Related  Parties,  of the Company,  the Parent or any of their  Subsidiaries has
incurred  Indebtedness  to the Company or has any direct or  indirect  ownership
interest in any Person with which the Company is affiliated or, to the Company's
best knowledge,  with which the Company, the Parent or any of their Subsidiaries
has a business  relationship  except  that such Person may own stock in publicly


                                       20
<PAGE>

traded  companies.  Other  than as set  forth  on  Schedule  5(s),  no  officer,
director,  manager,  shareholder,  member, employee,  Affiliate, or any of their
respective  Affiliates or Related Parties, of the Company,  the Parent or any of
their  Subsidiaries,  is,  directly or  indirectly,  interested  in any material
Contractual Obligation with the Company. Except as may be expressly disclosed in
notes to the Financial Statements,  the Company is not a guarantor or indemnitor
of any Indebtedness of any other Person.

     (t) Hazardous  and Toxic  Materials.  There has been no  complaint,  order,
citation  or notice  with  regard to air  emissions,  Hazardous  Discharges  (as
defined below) or other environmental, health or safety matters affecting any of
the premises  owned or leased by the Company or any of its  Subsidiaries  or the
businesses therein  conducted.  There has been no spill,  discharge,  release or
cleanup of any Hazardous  Material with respect to such premises (except spills,
discharges  or releases in the  ordinary  course of business  and  permitted  by
applicable Environmental Law (as defined below)) ("Hazardous  Discharge"),  and,
accordingly,  such properties are clean of all such Hazardous Materials.  To the
extent the premises  owned or leased by the Company,  the Parent or any of their
Subsidiaries are used for the handling,  storage,  transportation or disposal of
Hazardous Materials, such use is in accordance with applicable Environmental Law
and the Company,  the Parent and their  Subsidiaries  has obtained all necessary
permits, licenses and approvals in connection with applicable Environmental Law.
Except as set forth on Schedule  5(t), no underground  or  above-ground  storage
tanks or surface impoundments are located on any of the premises owned or leased
by the  Company,  the  Parent  or any of  their  Subsidiaries.  As  used  herein
"Hazardous Materials" means (A) any petroleum or petroleum products, radioactive
materials,  asbestos  in  any  form  that  is  or  could  become  friable,  urea
formaldehyde  foam  insulation,  transformers  or other  equipment  that contain
dielectric fluid containing levels of polychlorinated  biphenyls, and radon gas;
(B) any chemicals, materials or substances (including, without limitation, human
blood and blood products,  pathological wastes, sharps, body parts, contaminated
bedding,  surgical wastes and other  disposable  medical  equipment and material
that may pose a risk to the public  health,  welfare or the marine  environment)
defined as or included in the definition of "hazardous  substances",  "hazardous
wastes", "hazardous materials",  "extremely hazardous wastes", "medical wastes",
"biological wastes",  "laboratory wastes", "restricted hazardous wastes", "toxic
substances",  "toxic  pollutants",  "contaminants" or "pollutants",  or words of
similar  import,  under  any  applicable  Environmental  Law;  and (C) any other
chemical,  material or  substance  exposure to which is  prohibited,  limited or
regulated by any Governmental Authority.  "Environmental Law" means any federal,
state or local statute, law, rule, regulation,  ordinance,  code, policy or rule
of common law now or  hereafter  in effect and in each case as amended,  and any
judicial or  administrative  interpretation  thereof,  including any judicial or
administrative  order, consent decree or judgment,  relating to the environment,
health,  safety or  Hazardous  Materials,  including,  without  limitation,  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  42 U.S.C.  ss.  9601 et seq.;  the  Marine  Protection,  Research  and
Sanctuaries  Act of 1972, as amended,  33 U.S.C.  ss. 1401 et seq.; the Resource
Conservation  and  Recovery  Act, as amended,  42 U.S.C.  ss. 6901 et seq.;  the
Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq.; the
Toxic Substances  Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean Air Act, 42
U.S.C.  ss. 7401 et seq.;  the Safe Drinking Water Act, 42 U.S.C.  ss.ss.  201 &
300f et seq.; the Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq.;
and their  counterparts  under applicable  state and local laws.  "Environmental
Claims" means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters,  claims, liens, notices of non-compliance or violation,
investigations  or proceedings  relating in any way to any  Environmental Law or
any permit issued under any such Environmental Law, including without limitation
(x) any and all Environmental  Claims by governmental or regulatory  authorities


                                       21
<PAGE>

for  enforcement,  cleanup,  removal,  response,  remedial  or other  actions or
damages,  fines or penalties  pursuant to any applicable  Environmental Law, and
(y) any  and all  Environmental  Claims  by any  third  party  seeking  damages,
contribution,  indemnification, cost recovery, compensation or injunctive relief
resulting from  Hazardous  Materials or arising from alleged injury or threat of
injury to health, safety or the environment.

     (u)  Solvency.  After  giving  effect  to the  Acquisition  and  the  other
transactions contemplated by this Agreement and the other Transaction Documents,
(i) the fair  value  of the  Company's  assets  exceeds  the  book  value of the
Company's  liabilities,  (ii) the Company is generally  able to pay its debts as
they become due and payable  and (iii) the  Company  does not have  unreasonably
small capital to carry on its business as it is currently conducted.

     (v) Certain Federal  Regulations.  Neither the Company,  the Parent nor any
Person  controlling,  controlled by or under common  control with the Company or
the  Parent is an  "investment  company"  within the  meaning of the  Investment
Company  Act of  1940,  as  amended.  The  Company  and  the  Parent  are not an
"affiliated  person"  of, or  "promoter"  or  "principal  underwriter"  for,  an
"investment company," as such terms are defined under the Investment Company Act
of 1940,  as amended.  The Company is not engaged  principally  or as one of its
activities in the business of extending  credit for the purpose of  "purchasing"
or  "carrying"  any  "margin  stock"  (as each such term is  defined  or used in
Regulations G and U of the Board of Governors of the Federal Reserve System). No
part of the proceeds of the Note will be used for purchasing or carrying  margin
stock or for any purpose which violates,  or which would be  inconsistent  with,
the provisions of Regulations G, T, U or X of such Board of Governors.

     (w) Acquisition and Credit Documents.  The Acquisition Documents and Credit
Documents  delivered to the  Purchaser  pursuant to Section 4(h) comprise a full
and complete copy of all agreements  between the parties thereto with respect to
the subject matter thereof and all transactions  related thereto,  and there are
no  agreements  or  understandings,  oral or  written,  or side  agreements  not
contained therein that relate to or modify the substance thereof.

     (x) Use of  Proceeds.  The  proceeds  from the issuance of the Note will be
used for the purposes  set forth on Schedule  5(x) and, in  furtherance  of such
purposes,  shall be disbursed  to the Persons  (including,  without  limitation,
Subsidiaries  of the Company)  listed on such  Schedule  5(x) in the amounts set
forth opposite their respective names.

     (y)  Employee  Benefit  Plans.  Except as set forth in Schedule  5(y),  the
Company and the Parent do not maintain or  contribute  to any  employee  benefit
plan, stock option,  bonus or incentive plan, severance pay policy or agreement,
deferred compensation agreement,  or any similar plan or agreement.  Each of the
Company and its ERISA Affiliates is in compliance in all material  respects with
the  applicable   provisions  of  ERISA  and  the   regulations   and  published
interpretations  thereunder. No ERISA Event has occurred as to which the Company
or any ERISA  Affiliate  was  required to file a report  with the PBGC,  and the
present  value of all  benefit  liabilities  under  each  Plan  (based  on those
assumptions  used to fund such Plan) did not,  as of the last  annual  valuation
date  applicable  thereto,  exceed  the value of the  assets of such  Plan.  The
Company  and its  ERISA  Affiliates  are not  required  to make,  or  accrue  an


                                       22
<PAGE>

obligation to make, contributions to any Multiemployer Plan and, during the past
five  years,  neither the Company  nor any ERISA  Affiliate  has made,  has been
required to make,  or accrued an  obligation to make,  any  contribution  to any
Multiemployer  Plan.  There are no  unfunded  obligations  of the Company or the
Parent under any retirement, pension, profit-sharing, deferred compensation plan
or similar program.

     (z) Intellectual Property.

          (i)  Schedule  5(z) sets  forth a  complete  and  correct  list of all
     Intellectual  Property  that is owned by the Company,  the Parent and their
     Subsidiaries (the "Owned Intellectual  Property").  To the knowledge of the
     Company,  the Owned  Intellectual  Property  constitutes  all  Intellectual
     Property  used by, and  necessary  for the conduct of the  business of, the
     Company, the Parent and their Subsidiaries. The Owned Intellectual Property
     does not  infringe  the  rights  of any  other  Person  in  respect  of any
     Intellectual Property, and none of the Owned Intellectual Property is being
     infringed in any material respect by any other Person.  To the knowledge of
     the  Company,  neither the Company nor the Parent nor any of the  Company's
     nor the Parent's  employees or consultants  nor any of the  Subsidiaries or
     any of their  employees or consultants  has any agreements or  arrangements
     with former  employers  of such  employees or  consultants  relating to any
     Intellectual  Property of such employers,  which interfere or conflict with
     the performance of such employee's or consultant's  duties for the Company,
     the Parent or such  Subsidiary  or results in any former  employers of such
     employees  and  consultants  having  any rights in, or claims on, the Owned
     Intellectual  Property.  To the knowledge of the Company, the activities of
     the Company's or the Parent's  employees and  consultants and the employees
     and consultants of each Subsidiary on behalf of the Company,  the Parent or
     such  Subsidiary do not violate any  agreements or  arrangements  which any
     such employees have with former employers. Each current and former employee
     of the  Company,  the  Parent  and  their  Subsidiaries,  and  each  of the
     Company's, the Parent's and their Subsidiaries' consultants has executed an
     agreement regarding confidentiality and proprietary information and, to the
     knowledge of the Company,  none of such  employees and  consultants  are in
     violation of such  agreements.  Schedule 5(z) lists all Owned  Intellectual
     Property which has been duly registered with, filed in or issued by, as the
     case may be,  the United  States  Patent  and  Trademark  Office and United
     States Copyright Office or other filing offices,  domestic or foreign,  and
     identifies  the  office  with  which  such  filing  was  made.  Each  Owned
     Intellectual Property registration and filing listed in Schedule 5(z) is in
     full force and effect.

          (ii)  Schedule  5(z) sets forth a  complete  and  correct  list of all
     material  Contractual  Obligations  (A)  pursuant  to which  the use by any
     Person of  Intellectual  Property is licensed or  permitted by the Company,
     the Parent or any of their  Subsidiaries  and (B) pursuant to which the use
     by the Company,  the Parent or any of their  Subsidiaries  of  Intellectual
     Property is licensed or permitted by any other  Person  (collectively,  the
     "Intellectual  Property Licenses").  All Intellectual Property Licenses (A)
     are in full force and effect in  accordance  with their terms,  and (B) are
     free and clear of any Liens  (other  than  Permitted  Liens).  Neither  the
     Company,  the Parent nor any of their  Subsidiaries  nor, to the  Company's
     best knowledge, any of the other Parties thereto is in default under any of


                                       23
<PAGE>

     the  Intellectual  Property  Licenses,  and no such  default  is  currently
     threatened. There is no claim or demand of any Person pertaining to, or any
     proceeding  which is  pending  or, to the best  knowledge  of the  Company,
     threatened, that challenges the rights of the Company, the Parent or any of
     their  Subsidiaries  in  respect  of  any  Intellectual   Property,   Owned
     Intellectual Property or any of the Intellectual Property Licenses. None of
     the Owned Intellectual  Property or any Intellectual  Property Licenses are
     subject to any outstanding order, ruling,  decree,  judgment or stipulation
     by or with any court, tribunal, arbitrator or other Governmental Authority.
     The Company has taken commercially reasonable steps to maintain and protect
     its  trade  secrets.  To the  Company's  knowledge,  any  Person  licensing
     Intellectual   Property  from  the  Company  has  taken  all   commercially
     reasonable steps to maintain and protect the Intellectual Property which is
     subject to such license.

     (aa) Absence of Certain Changes or Events.  Except as set forth in Schedule
5(aa),  since the date of the Latest Balance Sheet, the Company,  the Parent and
each of their  Subsidiaries  has  conducted  its  business  only in the ordinary
course consistent with its past practices,  and neither the Company,  the Parent
nor  any  of  their   Subsidiaries  has  (i)  incurred,   or  agreed  to  incur,
Indebtedness,  (ii)  experienced  any damage,  destruction  or loss that, to the
extent not covered by insurance, has had or reasonably would be expected to have
a Material  Adverse Effect,  (iii)  declared,  set aside or paid any dividend or
other distribution  (whether in cash, equity securities,  interests or property)
in respect of its equity securities,  (iv) entered into any material Contractual
Obligation  involving  any  director,  officer,  manager,  shareholder,  member,
employee,  Affiliate or their  respective  Affiliates or Related  Parties of the
Company,  the Parent or any of their  Subsidiaries,  (v) granted or committed to
grant to any director,  officer,  manager,  member, employee or Affiliate of the
Company,  the  Parent or any of their  Subsidiaries  any  material  increase  in
compensation  or benefits,  (vi) granted or committed to grant to any  director,
officer,  manager,  employee or Affiliate  of the Company,  the Parent or any of
their  Subsidiaries  any increase in or right to severance or termination pay or
any other  compensation or benefits payable upon a change in control of any such
entity or (vii) taken any action  that,  if taken after the Closing Date hereof,
reasonably  would be expected to constitute a breach of any of the covenants set
forth in Section 7.

     (bb)  Insurance.  Schedule 5(bb) sets forth a true and complete  summary of
all insurance  policies or arrangements  carried or maintained by the Company as
of the  Closing  Date,  indicating  in each  case the  insurer,  policy  number,
expiration,  amount and type of coverage and deductibles. The assets, properties
and  business  of the  Company,  the Parent and their  Subsidiaries  are insured
against such hazards and liabilities,  under such coverages and in such amounts,
as are customarily  maintained by prudent companies similarly situated and under
policies issued by insurers of recognized responsibility.

SECTION 6.  REPRESENTATIONS  AND  WARRANTIES  OF THE  PURCHASER.  The  Purchaser
represents and warrants to the Company as follows:

     (a) It is an  "accredited  investor" as that term is defined in Rule 501 of
the Securities Act, and that, in making the purchases contemplated herein, it is
specifically  understood and agreed that the Purchaser is acquiring the Note for
the purpose of investment  and not with a view towards the sale or  distribution


                                       24
<PAGE>

thereof within the meaning of the Securities Act;  provided,  however,  that the
disposition of the Purchaser's  property shall at all times be and remain within
its control.

     (b) It  understands  that  the  Note  will  not  be  registered  under  the
Securities  Act, by reason of their  issuance  by the  Company in a  transaction
exempt from the  registration  requirements  of the Securities  Act, and that it
must hold the Note  indefinitely  unless a  subsequent  disposition  thereof  is
registered  under the Securities Act and applicable  state securities laws or is
exempt from registration.

     (c) It understands  that the exemption from  registration  afforded by Rule
144 (the  provisions  of which are known to the  Purchaser)  promulgated  by the
Commission  under the  Securities  Act  depends on the  satisfaction  of various
conditions,  including the requirement  that the Company has been subject to the
reporting  requirements  of Section 13 or Section 15 of the  Exchange Act for at
least 90 days,  and that,  if  applicable,  Rule 144 affords the basis for sales
only in limited amounts and that the Company does not now qualify under Rule 144
and may not ever qualify.

     (d) It has not  employed  any  broker  or  finder  in  connection  with the
transactions contemplated by this Agreement.

     (e) It has been furnished with or has had access to the  information it has
requested  from the Company and the Parent and has had an opportunity to discuss
with the  management  of the Company and the Parent the business  and  financial
affairs of the Company,  the Parent and their  Subsidiaries,  and has  generally
such knowledge and experience in business and financial matters and with respect
to  investments  in securities or privately held companies so as to enable it to
understand  and evaluate  the risks of such  investment  and form an  investment
decision with respect thereto; provided, however, that the foregoing shall in no
way affect, diminish or derogate from the representations and warranties made by
the Company  hereunder or the right of the Purchaser to rely thereon and to seek
indemnification hereunder.

     (f) The execution and delivery of this Agreement and the other  Transaction
Documents  to which it is a party  have been duly  authorized  by all  necessary
action of the  Purchaser,  do not conflict  with or result in a breach of any of
the  Purchaser's  governing  documents  or  any  Contractual  Obligation  or any
Requirement of Law and  constitute  legal,  valid and binding  agreements of the
Purchaser  enforceable  against it in  accordance  with their  respective  terms
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  arrangement, moratorium, fraudulent conveyance or other similar
laws of general  applicability  relating  to or  affecting  the  enforcement  of
creditors' rights generally or by general equitable principles.

SECTION 7. COVENANTS.  The Company covenants and agrees,  that until the payment
in full  of all  principal  and  interest  under  the  Note  together  with  all
Obligations  and all  amounts  then due and owing  under  the other  Transaction
Documents:



                                       25
<PAGE>

     (a)  Payment  of  Notes.  The  Company  will  duly and  punctually  pay the
principal  of, and  interest  and any premium on, any Note when the same becomes
due  and  payable   (whether  by  scheduled   maturity,   required   prepayment,
acceleration  or  otherwise  pursuant  to the  terms of the  Note),  subject  to
applicable grace periods.

     (b) Financial Statements. The Company will deliver to the Purchaser:

          (i) As soon as available and in any event within 60 days after the end
     of each fiscal quarter,  beginning with the fiscal quarter ending March 31,
     2000, unaudited  consolidated balance sheets of the Parent, the Company and
     their  Subsidiaries,  as of the  end of such  fiscal  month  and  unaudited
     consolidated  statements of income, cash flows and stockholders' equity for
     the Company and such Subsidiaries for the fiscal quarter then ended and for
     that  portion of the fiscal year then  ended,  in each case  setting  forth
     comparative  consolidated (or  consolidating)  figures as of the end of and
     for the  corresponding  period in the  preceding  fiscal year together with
     comparative  budgeted  figures  for the  fiscal  year  then  ended,  all in
     reasonable  detail and  prepared in  accordance  with GAAP  (subject to the
     absence  of  notes  required  by  GAAP  and  subject  to  normal   year-end
     adjustments)  applied  on a basis  consistent  with  that of the  preceding
     quarter or containing  disclosure of the effect on the financial  condition
     or results of  operations  of any change in the  application  of accounting
     principles and practices during such quarter;

          (ii) As soon as  available  and in any event within 120 days after the
     end of each fiscal year, beginning with the fiscal year ending December 31,
     1999, (A) an audited  consolidated balance sheet of the Parent, the Company
     and  their  Subsidiaries  as of the end of such  fiscal  year  and  audited
     consolidated  statements of income, cash flows and stockholders' equity for
     the Company and its Subsidiaries for the fiscal year then ended,  including
     the notes thereto, in each case setting forth comparative figures as of the
     end of and for the preceding fiscal year together with comparative budgeted
     figures  for the  fiscal  year then  ended,  all in  reasonable  detail and
     certified by an independent  certified public accounting firm of recognized
     national standing reasonably acceptable to the Purchaser, together with (1)
     a report  thereon by such  accountants  that is not  qualified  as to going
     concern or scope of audit and to the effect that such financial  statements
     present  fairly  the  consolidated   financial  condition  and  results  of
     operations of the Company and its  Subsidiaries as of the dates and for the
     periods  indicated in  accordance  with GAAP applied on a basis  consistent
     with that of the preceding  year or containing  disclosure of the effect on
     the  financial  condition  or  results of  operations  of any change in the
     application of accounting  principles  and practices  during such year, and
     (2) a  report  by such  accountants  to the  effect  that,  based on and in
     connection  with  their  examination  of the  financial  statements  of the
     Company and its Subsidiaries,  they obtained no knowledge of the occurrence
     or existence of any Default or Event of Default  relating to  accounting or
     financial  reporting  matters,  or a  statement  specifying  the nature and
     period of existence  of any such  Default or Event of Default  disclosed by
     their audit;  provided,  however, that such accountants shall not be liable
     by reason of the  failure to obtain  knowledge  of any  Default or Event of
     Default  that would not be  disclosed  or  revealed  in the course of their
     audit examination,  and (B) an unaudited consolidating balance sheet of the


                                       26
<PAGE>

     Company  and  its  Subsidiaries  as of the  end of  such  fiscal  year  and
     unaudited consolidating  statements of income, cash flows and stockholders'
     equity for the Company and its Subsidiaries for the fiscal year then ended,
     all in reasonable detail; and

          (iii)  Concurrently  with each  delivery of the  financial  statements
     described in paragraphs (i) and (ii) of this Section 7(b), a report in form
     and analysis  similar to the reports attached as Exhibit  7(b)(iii),  or in
     such other  form as may be  acceptable  to the  Purchaser,  regarding  such
     topics as such  company's  financial  condition and results of  operations,
     such  company's  business and  corresponding  industry  and such  company's
     management.

     (c) Other Business and Financial  Information.  The Company will deliver to
the Purchaser:

          (i)  Concurrently  with  each  delivery  of the  financial  statements
     described  in  Section  7(b)(ii),  and in any event not later than 120 days
     after the last day of each  fiscal  year,  beginning  with the fiscal  year
     ending December 31, 1999, a certificate  executed by a Financial Officer of
     the Company in form and substance satisfactory to the Purchaser;

          (ii) As soon as available and in any event within 30 days prior to the
     end of each fiscal year, beginning with the fiscal year ending December 31,
     2000,  a  consolidating  operating  budget for the Parent,  the Company and
     their  Subsidiaries  for the succeeding  fiscal year (prepared on a monthly
     basis),  consisting  of a  consolidating  balance  sheet and  consolidating
     statements  of income and cash  flows,  together  with a  certificate  of a
     Financial  Officer of the Company to the effect that such budgets have been
     prepared  in good  faith  and are  reasonable  estimates  of the  financial
     position  and results of  operations  of the Parent,  the Company and their
     Subsidiaries for the period covered thereby;  and as soon as available from
     time to time thereafter,  any modifications or revisions to or restatements
     of such budgets;

          (iii) Promptly upon receipt thereof, copies of any "management letter"
     submitted to the Company,  the Parent or any of their  Subsidiaries  by its
     certified  public  accountants in connection  with each annual,  interim or
     special audit, and promptly upon completion  thereof,  any response reports
     from the Company, the Parent or any such Subsidiary in respect thereof;

          (iv) Promptly upon the sending,  filing or receipt thereof,  copies of
     (A) all financial  statements,  reports,  notices and proxy statements that
     the  Company,  the Parent or any of their  Subsidiaries  shall send or make
     available  generally to its  shareholders,  (B) all  regular,  periodic and
     special reports, registration statements and prospectuses that the Company,
     the Parent or any of their  Subsidiaries  shall  render to or file with the
     Commission,  the National  Association of Securities  Dealers,  Inc. or any
     national  securities  exchange,  and  (C)  all  press  releases  and  other
     statements  made available  generally by the Company,  the Parent or any of
     their  Subsidiaries to the public concerning  material  developments in the
     business of the Company, the Parent or any of their Subsidiaries;



                                       27
<PAGE>

          (v) Promptly  upon (and in any event within five  Business Days after)
     any Responsible Officer of the Company obtaining knowledge thereof, written
     notice of any of the following:

               (A) the  occurrence of any Default or Event of Default,  together
          with a written  statement  of a  Responsible  Officer  of the  Company
          specifying the nature of such Default or Event of Default,  the period
          of  existence  thereof  and the action  that the Company has taken and
          proposes to take with respect thereto;

               (B)  the  institution  or  receipt  of  notice  of  a  threatened
          institution of any action,  suit,  investigation or proceeding against
          or  affecting  the  Company,  the Parent or any of their  Subsidiaries
          including any such  investigation  or  proceeding by any  Governmental
          Authority (other than routine periodic  inquiries,  investigations  or
          reviews),  that would, if adversely determined,  be reasonably likely,
          individually or in the aggregate,  to have a Material  Adverse Effect,
          and any material  development  in any  litigation or other  proceeding
          previously reported pursuant to Section 5(e) or this subsection;

               (C) the  receipt  by the  Company,  the  Parent  or any of  their
          Subsidiaries  from  any  Governmental  Authority  of  (1)  any  notice
          asserting  any  failure  by the  Company,  the  Parent or any of their
          Subsidiaries to be in compliance  with applicable  Requirements of Law
          or that  threatens the taking of any action  against the Company,  the
          Parent or any of their Subsidiary or sets forth circumstances that, if
          taken or adversely  determined,  would be reasonably  likely to have a
          Material Adverse Effect, or (2) any notice of any actual or threatened
          suspension,   limitation  or  revocation  of,  failure  to  renew,  or
          imposition of any restraining order, escrow or impoundment of funds in
          connection with, any license,  permit,  accreditation or authorization
          of the Company,  the Parent or any of their  Subsidiaries,  where such
          action would be reasonably likely to have a Material Adverse Effect;

               (D) the  occurrence  of any  ERISA  Event,  together  with  (1) a
          written statement of a Responsible  Officer of the Company  specifying
          the  details of such ERISA  Event and the action  that the Company has
          taken and  proposes to take with  respect  thereto,  (2) a copy of any
          notice  with  respect to such ERISA  Event that may be  required to be
          filed with the PBGC and (3) a copy of any notice delivered by the PBGC
          to the  Company or such  ERISA  Affiliate  with  respect to such ERISA
          Event;

               (E) the occurrence of any material default under, or any proposed
          or threatened termination or cancellation of, any Material Contract or
          other material contract or agreement to which the Company,  the Parent
          or  any  of  their   Subsidiaries  is  a  party,  the  termination  or
          cancellation  of which would be  reasonably  likely to have a Material
          Adverse Effect;



                                       28
<PAGE>

               (F) the occurrence of any of the following:  (1) the assertion of
          any Environmental  Claim against or affecting the Company,  the Parent
          any of their  Subsidiaries  or any of their  respective real property,
          leased or owned, or the Company's or the Parent's discovery of a basis
          for such an Environmental  Claim; (2) the receipt by the Company,  the
          Parent or any of their Subsidiaries of notice of any alleged violation
          of or  noncompliance  with any  Environmental  Laws, or any release of
          Hazardous  Materials;  or (3) the  taking  of any  remedial  action or
          investigation by the Company, the Parent, any of their Subsidiaries or
          any other  Person in  response  to the actual or  alleged  generation,
          storage, release, disposal or discharge of any Hazardous Materials on,
          to, upon or from any real property leased or owned by the Company, the
          Parent or any of their  Subsidiaries;  but in each case under  clauses
          (1),  (2)  and (3)  above,  only  to the  extent  the  same  would  be
          reasonably likely to have a Material Adverse Effect; and

               (G) any other  matter or event that has,  or would be  reasonably
          likely to have, a Material  Adverse  Effect,  together  with a written
          statement of a  Responsible  Officer of the Company  setting forth the
          nature and period of existence thereof and the action that the Company
          has taken and proposes to take with respect thereto;

          (vi) Promptly after (and in any event within 30 days  thereafter) each
     fiscal month a Lease Payment Report with respect to all payments made under
     leases for real property due and payable during such month; and

          (vii) As promptly as reasonably possible, such other information about
     the business, condition (financial or otherwise),  operations or properties
     of the Company, the Parent or any of their Subsidiaries (including any Plan
     and any information  required to be filed under ERISA) as the Purchaser may
     from time to time reasonably request.

     (d) Corporate Existence; Franchises; Maintenance of Properties. The Company
will, and shall cause the Parent and each of their Subsidiaries to, (i) maintain
and  preserve  in full  force and  effect  its  corporate  existence,  except as
expressly otherwise  permitted otherwise by Section 9(a), (ii) obtain,  maintain
and preserve in full force and effect all other  rights,  franchises,  licenses,
permits,  certifications,  approvals and authorizations required by Governmental
Authorities and necessary to the ownership,  occupation or use of its properties
or the conduct of its business,  except to the extent the failure to do so would
not be reasonably  likely to have a Material Adverse Effect,  and (iii) keep all
material  properties in good working  order and condition  (normal wear and tear
excepted) and from time to time make all  necessary  repairs to and renewals and
replacements  of  such  properties,  except  to the  extent  that  any  of  such
properties are obsolete or are being replaced.

     (e) Compliance  with Laws. The Company will, and shall cause the Parent and
each of their  Subsidiaries  to, comply in all respects with all Requirements of
Law  applicable  in respect of the conduct of its business and the ownership and
operation of its properties, except to the extent the failure so to comply would
not be reasonably likely to have a Material Adverse Effect.



                                       29
<PAGE>

     (f) Payment of  Obligations.  The Company will,  and shall cause the Parent
and each of their  Subsidiaries  to, (i) pay all  liabilities and obligations as
and when due (subject to any applicable subordination provisions), except to the
extent  failure  to do so would  not be  reasonably  likely  to have a  Material
Adverse  Effect,  and  (ii)  pay  and  discharge  all  taxes,   assessments  and
governmental  charges or levies  imposed  upon it, upon its income or profits or
upon any of its  properties,  prior to the date on which  penalties would attach
thereto,  and all lawful claims that, if unpaid, might become a Lien upon any of
the  properties  of the  Company,  the  Parent  or any  of  their  Subsidiaries;
provided,  however,  that  neither  the  Company,  the  Parent  nor any of their
Subsidiaries  shall be  required  to pay any  such  unsecured  tax,  assessment,
charge,  levy or claim  that is being  contested  in good  faith  and by  proper
proceedings and as to which the Company, the Parent or any of their Subsidiaries
is maintaining adequate reserves with respect thereto in accordance with GAAP.

     (g)  Insurance.  The Company  will,  and shall cause the Parent and each of
their  Subsidiaries to, maintain with financially sound and reputable  insurance
companies insurance with respect to its assets, properties and business, against
such  hazards  and  liabilities,  of  such  types  and in  such  amounts,  as is
customarily  maintained by companies in the same or similar businesses similarly
situated.

     (h)  Maintenance  of Books and Records;  Inspection.  The Company will, and
shall cause the Parent and each of their Subsidiaries (to the extent the Company
and the Parent have any  Subsidiaries  after the Closing  Date) to, (i) maintain
adequate  books,  accounts and records,  in which full, true and correct entries
shall be made of all  financial  transactions  in relation to its  business  and
properties,  and prepare all financial statements required under this Agreement,
in each case in accordance with GAAP and in compliance with the  requirements of
any  Governmental  Authority  having  jurisdiction  over  it,  and  (ii)  permit
employees or agents of the  Purchaser to inspect its  properties  and examine or
audit its books,  records,  working  papers  and  accounts  and make  copies and
memoranda of them,  and to discuss its affairs,  finances and accounts  with its
officers and employees and, upon notice to the Company,  the independent  public
accountants of the Company,  the Parent and of their  Subsidiaries  (and by this
provision the Company and the Parent  authorize such  accountants to discuss the
finances and affairs of the Company, the Parent and of their Subsidiaries),  all
at such times and from time to time, upon reasonable  notice and during business
hours, as may be reasonably requested.

     (i) Creation or Acquisition of  Subsidiaries.  Subject to the provisions of
Section  9(e),  the  Company  may  from  time  to time  create  or  acquire  new
Subsidiaries  or new  Wholly  Owned and the  Wholly  Owned  Subsidiaries  of the
Company  may create or acquire  new Wholly  Owned  Subsidiaries,  provided  that
concurrently  with (and in any event  within 15 Business  Days  thereafter)  the
creation or direct or indirect acquisition by the Company thereof, each such new


                                       30
<PAGE>

Subsidiary (a "Subsidiary  Guarantor") will execute and deliver to the Purchaser
a guaranty  ("Guaranty"),  or a joinder  thereto,  substantially  in the form of
Exhibit 7(i) pursuant to which new  Subsidiary  shall become a party thereto and
shall guarantee the payment in full of the Note.

     (j) Reserved.

     (k) Further  Assurances.  The Company and the Parent  will,  and will cause
each of their Subsidiaries to, make, execute,  endorse,  acknowledge and deliver
any amendments,  modifications or supplements hereto and restatements hereof and
any other agreements,  instruments or documents, and take any and all such other
actions,  as may from time to time be  reasonably  requested by the Purchaser to
effect, confirm or further assure or protect and preserve the interests,  rights
and remedies of the Purchaser  under this  Agreement  and the other  Transaction
Documents.

     (l) Use of  Proceeds.  The Company will use the proceeds of the sale of the
Note  solely  for the  purposes  set forth on  ----------------  Schedule  5(x).
-------------

     (m) Compliance with Agreements. The Company will and shall cause the Parent
to, perform and observe,  and will cause each of their  Subsidiaries  to perform
and observe, all of their material obligations to the Purchaser, and the holders
of the Notes set forth in this Agreement,  the Notes, and the other  Transaction
Documents  to  which  it  is  a  party  and  the   certificate  or  articles  of
incorporation,  formation or organization and bylaws or other organizational and
governing documents of the Company, the Parent or any of their Subsidiaries.

     (n) Indemnification.

          (i) The  Company,  without  limitation  as to time,  will  defend  and
     indemnify the Purchaser and its officers,  directors,  managers, employees,
     attorneys and agents (each, an "Indemnified  Party") against, and hold each
     Indemnified Party harmless from, all losses, claims, damages,  liabilities,
     costs  (including the costs of preparation  and actual  attorneys' fees and
     expenses reasonably incurred) (collectively,  the "Losses") incurred by any
     Indemnified Party as a result of, or arising out of, or relating to (A) any
     misrepresentation  or breach of any  representation or warranty made by the
     Company herein, (B) any breach of any covenant,  agreement or obligation of
     the Company,  the Parent or any of their  Subsidiaries  contained in any of
     the Transaction  Documents or (C) any  investigation or proceeding  against
     the Company or any  Indemnified  Party and arising out of or in  connection
     with this Agreement or any of the Transaction Documents, whether or not the
     transactions   contemplated  by  this  Agreement  are  consummated,   which
     investigation or proceeding  requires the participation of, or is commenced
     or filed against,  any  Indemnified  Party because of this  Agreement,  any
     other  Transaction  Document or such other  documents and the  transactions
     contemplated hereby or thereby, other than any Losses resulting from action
     on the part of such Indemnified  Party which is finally  determined in such
     proceeding  to be primarily  and  directly a result of such  party's  gross
     negligence  or willful  misconduct.  The Company  agrees to reimburse  each
     Indemnified Party promptly for all such Losses as they are incurred by such
     Indemnified Party in connection with the investigation of,  preparation for


                                       31
<PAGE>

     or defense of any pending or  threatened  claim or any action or proceeding
     arising  therefrom.  The Purchaser  agrees to reimburse the Company for any
     payments  made by the Company to the Purchaser  pursuant to this  paragraph
     for Losses which are finally determined in such proceeding to primarily and
     directly  result from the gross  negligence  or willful  misconduct  of the
     Purchaser. The obligations of the Company under this paragraph will survive
     any  transfer of the Note,  or the  Capital  Stock  issued  pursuant to the
     Acquisition  Documents  by  the  Purchaser  and  the  termination  of  this
     Agreement.  In the event that the  foregoing  indemnity is  unavailable  or
     insufficient to hold an Indemnified  Party harmless,  then the Company will
     contribute to amounts paid or payable by such Indemnified  Party in respect
     of such  Indemnified  Party's Losses in such  proportions as  appropriately
     reflect the relative benefits received by and fault of the Company and such
     Indemnified  Party in  connection  with the matters as to which such Losses
     relate and other equitable considerations.

          (ii) If any action,  proceeding or investigation  is commenced,  as to
     which any  Indemnified  Party proposes to demand such  indemnification,  it
     shall notify the Company with  reasonable  promptness;  provided,  however,
     that any failure by such Indemnified  Party to notify the Company shall not
     relieve the Company from its obligations hereunder except to the extent the
     Company is prejudiced thereby.  The Company shall be entitled to assume the
     defense of any such action,  proceeding  or  investigation,  including  the
     employment  of  counsel  and the  payment  of all  fees and  expenses.  The
     Indemnified  Party  shall  have the right to  employ  separate  counsel  in
     connection  with  any  such  action,  proceeding  or  investigation  and to
     participate  in the  defense  thereof,  but the fees and  expenses  of such
     counsel shall be paid by the Indemnified Party,  unless (A) the Company has
     failed to assume the defense and employ counsel as provided herein, (B) the
     Company  has agreed in writing to pay such fees and  expenses  of  separate
     counsel or (C) an action,  proceeding,  or investigation has been commenced
     against both the Indemnified Party and/or the Company and representation of
     both the Company and the  Indemnified  Party by the same  counsel  would be
     inappropriate  because of actual or potential conflicts of interest between
     the parties. In the case of any circumstance  described in clauses (A), (B)
     or (C)  of  the  immediately  preceding  sentence,  the  Company  shall  be
     responsible for the reasonable  fees and expenses of such separate  counsel
     actually  incurred;  provided,  however,  that the Company shall not in any
     event be  required to pay the fees and  expenses of more than one  separate
     counsel (and, if deemed  necessary by such  separate  counsel,  appropriate
     local  counsel  who  shall  report  to  such  separate   counsel)  for  all
     Indemnified Parties. The Company shall be liable only for settlement of any
     claim against an Indemnified Party made with the Company's written consent.

     (o) ERISA.  The Company shall, and shall cause each of the Parent and their
respective  Subsidiaries to comply in all material  respects with the applicable
provisions  of ERISA and neither the Company,  the Parent nor any of their ERISA
Affiliates will make, or will accrue an obligation to make, any  contribution to
any Multiemployer Plan.

     (p)  Brokerage.  The Company  shall pay,  and hold the  Purchaser  harmless
against,  any  liability,  loss  or  expense  (including,   without  limitation,
reasonable  attorneys' fees and  out-of-pocket  expenses)  arising in connection
with any claim  against the Company,  or arising as a result of actions taken by
the  Company  or  any of its  officers,  directors,  employees  or  agents,  for
brokerage commissions,  finders' fees or similar compensation in connection with
the transactions contemplated by this Agreement.



                                       32
<PAGE>

     (q)  Amendment of  Covenants.  If the Company  amends or adopts any term or
provision  under the  Credit  Documents  that as a result of such  amendment  or
adoption  imposes more  restrictive  terms or provisions on the Company than the
terms and provisions in effect as set forth in the credit agreement, dated as of
August 29, 1997 between RTFC and the  Company,  then the Company  shall amend or
adopt, in a correspondingly  more restrictive  manner, any term or provision set
forth under Sections 7, 8 or 9 hereunder to track such amendments.

SECTION 8. FINANCIAL COVENANTS. The Company covenants and agrees that, until the
payment in full of all principal  and interest  under the Note together with all
Obligations  and all  amounts  then due and owing  under  the other  Transaction
Documents:

     (a) Covered  POPs:  The Company  shall  build-out  its PCS network so as to
achieve the total number of population equivalents ("POPs") covered by Company's
Federal  Communication  Commission  licensed  or  partitioned  area  equal to or
greater than as follows:

         December 31, 2000       2,615,000

     (b) Wireless Subscribers: The Company shall have total wireless subscribers
equal to or greater than the numbers established as follows:

         December 31, 2000          35,100


SECTION 9. NEGATIVE COVENANTS.  The Company covenants and agrees that, until the
payment in full of all principal  and interest  under the Note together with all
Obligations and all amounts due and owing under the other Transaction Documents:

     (a) Merger; Consolidation. The Company will not, and shall cause the Parent
to, not permit or cause any of their respective Subsidiaries to, liquidate, wind
up or dissolve, or enter into any consolidation, merger or other combination, or
agree to do any of the foregoing; provided, however, that:

          (i) the Company may merge or  consolidate  with another Person so long
     as (x) the Company is the surviving entity, (y) unless such other Person is
     a Wholly Owned Subsidiary  immediately prior to giving effect thereto, such
     merger or consolidation  shall  constitute a Permitted  Acquisition and the
     applicable  conditions and  requirements  of Sections 7(h) and (i) shall be
     satisfied,  and (z) immediately after giving effect thereto,  no Default or
     Event of Default would exist; and



                                       33
<PAGE>

          (ii) any such Subsidiary may merge or consolidate  with another Person
     or a  Subsidiary  may be  liquidated  into the  Company  so long as (x) the
     surviving entity is the Company or a Subsidiary Guarantor,  (y) unless such
     other  Person  is a Wholly  Owned  Subsidiary  immediately  prior to giving
     effect thereto,  such merger or consolidation  shall constitute a Permitted
     Acquisition and the applicable conditions and requirements of Sections 7(h)
     and (i)  shall  be  satisfied,  and (z)  immediately  after  giving  effect
     thereto, no Default or Event of Default would exist.

     (b) Indebtedness.  The Company will not, and shall cause the Parent to not,
permit or cause any of their respective  Subsidiaries to, create,  incur, assume
or suffer to exist any Indebtedness other than:

          (i)  Indebtedness  incurred  under  the  Credit  Documents  up  to  an
     aggregate  principal  amount of up to  $70,000,000;  provided that (x) such
     Indebtedness  is incurred in  accordance  with  Section 8, Section 9(n) and
     Section 9(o) and (y) immediately after giving effect thereto, no Default or
     Event of Default  would exist and;  provided,  further,  that  Indebtedness
     existing on the Closing Date arising  under the Credit  Documents  shall be
     permitted hereunder(collectively, "Permitted Senior Debt");

          (ii) Indebtedness existing under the Note;

          (iii) accrued expenses (including salaries, accrued vacation and other
     compensation),  current trade or other  accounts  payable and other current
     liabilities  arising in the  ordinary  course of business  and not incurred
     through the  borrowing of money,  provided that the same shall be paid when
     due except to the extent being  contested in good faith and by  appropriate
     proceedings;

          (iv) loans and advances by the Company,  the Parent or any  Subsidiary
     Guarantor to any other Subsidiary  Guarantor or by any Subsidiary Guarantor
     to the  Company or the  Parent,  provided  that any such loan or advance is
     subordinated in right and time of payment to the Subdebt Obligations and is
     evidenced by an Intercompany  Note or some other  promissory  note, in form
     and substance satisfactory to the Purchaser;

          (v)  Indebtedness  existing  on the  Closing  Date  and  described  in
     Schedule 9(b); and

          (vi) other unsecured  Indebtedness not exceeding $250,000 in aggregate
     principal amount outstanding at any time.

     (c) Liens.  The Company will not, and shall cause the Parent to, not permit
or cause any of their respective Subsidiaries to, directly or indirectly,  make,
create,  incur,  assume or suffer to exist, any Lien upon or with respect to any
part of its property or assets, whether now owned or hereafter acquired, or file
or permit the filing of, or permit to remain in effect, any financing  statement
or other similar  notice of any Lien with respect to any such  property,  asset,
income or profits  under the Uniform  Commercial  Code of any state or under any
similar recording or notice statute, or agree to do any of the foregoing,  other
than the following (collectively, "Permitted Liens"):



                                       34
<PAGE>

          (i) Liens created under the Credit Documents;

          (ii) Liens in  existence on the Closing Date and set forth on Schedule
     9(c);

          (iii) Liens imposed by law,  such as Liens of carriers,  warehousemen,
     mechanics,  materialmen and landlords,  and other similar Liens incurred in
     the ordinary  course of business for sums not  constituting  borrowed money
     that are not  overdue  for a period  of more than 30 days or that are being
     contested in good faith by appropriate  proceedings  and for which adequate
     reserves have been  established in accordance with GAAP (if so required) or
     for which bonds have been obtained;

          (iv) Liens  (other  than any Lien  imposed by ERISA,  the  creation or
     incurrence  of which  would  result in an Event of Default  incurred in the
     ordinary  course of  business in  connection  with  worker's  compensation,
     unemployment   insurance  or  other  forms  of  governmental  insurance  or
     benefits, or to secure the performance of letters of credit, bids, tenders,
     statutory  obligations,   surety  and  appeal  bonds,  leases,   government
     contracts  and  other  similar  obligations  (other  than  obligations  for
     borrowed money) entered into in the ordinary course of business; and

          (v) Liens for  taxes,  assessments  or other  governmental  charges or
     statutory obligations that are not delinquent or remain payable without any
     penalty  or  that  are  being   contested  in  good  faith  by  appropriate
     proceedings  and for  which  adequate  reserves  have been  established  in
     accordance with GAAP (if so required).

     (d) Disposition of Assets. The Company will not, and shall cause the Parent
to, not permit or cause any of their respective  Subsidiaries to, sell,  assign,
lease,  convey,  transfer or otherwise dispose of (whether in one or a series of
transactions)  all  or  any  portion  of  its  assets,  business  or  properties
(including,  without limitation,  any Capital Stock of any such Subsidiary),  or
enter  into any  arrangement  with any  Person  providing  for the  lease by the
Company,  the Parent or any such Subsidiary as lessee of any asset that has been
sold or  transferred  by the  Company,  the  Parent or such  Subsidiary  to such
Person, or agree to do any of the foregoing, except for:

          (i) sales of inventory in the ordinary course of business;

          (ii) the sale or exchange of used or obsolete  equipment to the extent
     (A) the  proceeds of such sale are applied  towards,  or such  equipment is
     exchanged  for,  replacement  equipment or (B) such  equipment is no longer
     necessary for the operations of the Company, the Parent or their applicable
     Subsidiary in the ordinary course of business; and



                                       35
<PAGE>

          (iii) the sale,  lease or other  disposition of assets by a Subsidiary
     of the Company to the Company,  the Parent to the Parent or to a Subsidiary
     Guarantor if, immediately after giving effect thereto,  no Default or Event
     of Default would exist.

     (e)  Investments.  The Company will not, and shall cause the Parent to, not
permit or cause any of their respective Subsidiaries to, directly or indirectly,
purchase,  own,  invest in or otherwise  acquire any Capital Stock,  evidence of
indebtedness or other  obligation or security or any interest  whatsoever in any
other  Person,  or make or permit to exist any loans,  advances or extensions of
credit to, or any  investment  in cash or by delivery of property  in, any other
Person,  or purchase or otherwise acquire (whether in one or a series of related
transactions)  any portion of the  assets,  business  or  properties  of another
Person  (including  pursuant  to an  Acquisition),  or  create  or  acquire  any
Subsidiary,  or become a partner or joint  venturer in any  partnership or joint
venture (collectively,  "Investments"),  or make a commitment or otherwise agree
to do any of the foregoing, other than:

          (i) Cash Equivalents;

          (ii)   Investments   consisting  of  purchases  and   acquisitions  of
     inventory,  supplies,  materials  and  equipment in the ordinary  course of
     business,

          (iii)  Investments  consisting  of loans and advances to employees for
     reasonable travel,  relocation and business expenses in the ordinary course
     of business, extensions of trade credit in the ordinary course of business,
     and prepaid expenses incurred in the ordinary course of business;

          (iv)  without  duplication,  Investments  consisting  of  intercompany
     Indebtedness permitted under clause (iv) of Section 9(b);

          (v) Investments existing on the Closing Date and described in Schedule
     9(e);

          (vi) Investments  consisting of the making of capital contributions or
     the  purchase  of  Capital  Stock  (a) by the  Company,  the  Parent or any
     Subsidiary  in any other Wholly Owned  Subsidiary  that is (or  immediately
     after  giving  effect to such  Permitted  Investment  will be) a Subsidiary
     Guarantor, provided that the Company complies or cause the Parent to comply
     with the  provisions of Section 7(i),  (b) by any Subsidiary in the Company
     or the Parent  and (c) by the  Company  in Bright  Personal  Communications
     Services, LLC; and

          (vii) Investments made by the Parent in the Company or any Subsidiary.

     (f) Restricted  Payments.  The Company will not, and shall cause the Parent
to, not permit or cause any of their  respective  Subsidiaries  to,  directly or
indirectly, declare or make any dividend payment, or make any other distribution
of cash,  property  or assets,  in respect  of any of its  Capital  Stock or any
warrants,  rights or options to acquire its Capital Stock, or purchase,  redeem,


                                       36
<PAGE>

retire or  otherwise  acquire for value any shares of its  Capital  Stock or any
warrants, rights or options to acquire its Capital Stock, or set aside funds for
any of the foregoing, except that:

                    (A) the Company may  declare and make  dividend  payments or
               other distributions payable solely in its common stock;

                    (B) each Wholly  Owned  Subsidiary  of the Company or of the
               Parent  may   declare  and  make   dividend   payments  or  other
               distributions  to the Company or to the Parent or another  Wholly
               Owned  Subsidiary  of the Company,  to the extent not  prohibited
               under applicable Requirements of Law; and

                    (C) the  Parent  shall  have  the  right  to  make  dividend
               payments  or  other  distributions  to  its  shareholders  in  an
               aggregate amount of up to $3,000,000 in any fiscal year.

     (g) Transactions with Affiliates. The Company will not, and shall cause the
Parent to, not permit or cause any of their  respective  Subsidiaries  to, enter
into any transaction (including,  without limitation,  any purchase, sale, lease
or exchange  of property or the  rendering  of any  service)  with any  officer,
director,  stockholder  or other  Affiliate  of the  Company,  the Parent or any
Subsidiary,  except in the  ordinary  course of its  business  and upon fair and
reasonable  terms  that  are no less  favorable  to it than  would  obtain  in a
comparable arm's length transaction with a Person other than an Affiliate of the
Company,  the  Parent  or  such  Subsidiary;  provided,  however,  that  nothing
contained in this Section shall prohibit:

          (i)  transactions  described on Schedule  5(s) or otherwise  expressly
     permitted under this Agreement; and

          (ii) the payment by the Company of reasonable  and  customary  fees to
     members of its Board of Directors.

     (h) Lines of Business. The Company will not, and shall cause the Parent to,
not  permit  or cause any of their  respective  Subsidiaries  to,  engage in any
business  other  than  the  businesses  engaged  by it on the  Closing  Date  or
businesses and activities reasonably related thereto.

     (i) Certain  Amendments.  The Company  will not, and shall cause the Parent
to, not permit or cause any of their respective  Subsidiaries,  to amend, modify
or change (A) any provision of its articles or certificate of  incorporation  or
bylaws or code of  regulations  other than in a manner that could not reasonably
be expected to adversely  affect the Purchaser in its capacity as holders of the
Note.

     (j)  Limitation  on Certain  Restrictions.  The Company will not, and shall
cause the Parent to,  not permit or cause any of their  respective  Subsidiaries
to,  directly or  indirectly,  create or  otherwise  cause or suffer to exist or
become  effective  any  restriction  or  encumbrance  on (i) the  ability of the
Company,  the Parent and any of their  Subsidiaries  to perform  and comply with


                                       37
<PAGE>

their respective obligations under the Transaction Documents or (ii) the ability
of any such Subsidiary to make any dividend  payments or other  distributions in
respect of its Capital Stock,  to repay  Indebtedness  owed to the Company,  the
Parent or any such other  Subsidiary,  to make loans or advances to the Company,
the Parent or any such other  Subsidiary,  or to  transfer  any of its assets or
properties to the Company,  the Parent or any such other Subsidiary,  (excluding
(i) any  agreement  or  instrument  creating a  Permitted  Lien (but only to the
extent  such  agreement  or  restriction  applies to the assets  subject to such
Permitted Lien), and (ii) operating leases of real or personal  property entered
into by the  Company,  the  Parent  or any such  Subsidiaries  as  lessee in the
ordinary  course of  business),  in each case  other than such  restrictions  or
encumbrances  existing  under  or  by  reason  of  the  Credit  Documents,   the
Transaction Documents or applicable Requirements of Law.

     (k) No Other  Negative  Pledges.  The Company will not, and shall cause the
Parent to, not permit or cause any of their respective Subsidiaries to, directly
or indirectly,  enter into or suffer to exist any agreement or restriction  that
prohibits or conditions the creation,  incurrence or assumption of any Lien upon
or with  respect to any part of its  property  or assets,  whether  now owned or
hereafter acquired, or agree to do any of the foregoing, other than as set forth
in (i) this Agreement and the Credit Documents, (ii) any agreement or instrument
creating a Permitted  Lien (but only to the extent such agreement or restriction
applies  to the assets  subject to such  Permitted  Lien),  and (iii)  operating
leases of real or personal  property entered into by the Company,  the Parent or
any of their Subsidiaries as lessee in the ordinary course of business.

     (l) Fiscal  Year.  The Company will not, and shall cause the Parent to, not
permit or cause any of their respective  Subsidiaries to, change the ending date
of its fiscal year to a date other than December 31.

     (m)  Accounting  Changes.  The Company will not, and shall cause the Parent
to, not permit or cause any of their respective  Subsidiaries to, make or permit
any material change in its accounting policies or reporting practices, except as
may be required by GAAP.

     (n)  Modifications  of Credit  Agreements.  The  Company  shall not  amend,
refinance, replace or otherwise modify either of the Credit Agreements or any of
the  Credit  Documents  (i)  to  increase  by  more  than  110%  the  sum of the
outstanding  term  loans  and  revolving  loan  commitments   under  the  Credit
Agreements at the time of such amendment or modification,  (ii) to amend any (A)
financial  covenant,  (B) affirmative  covenant or (C) negative  covenant in any
manner that would reasonably be likely to adversely affect the Purchaser than as
set forth in the credit  agreement dated August 29, 1997 between the Company and
RTFC as in effect on the  Closing  Date  and/or  amend the  defined  terms  used
therein  that are more  burdensome  or  restrictive  with respect to the Company
(except for  amendments to such  financial,  affirmative  or negative  covenants
which are also  reflected in  amendment(s)  under this  Agreement),  or (iii) to
amend any term or provision that imposes more restrictive  terms with respect to
the  payment  of the  Indebtedness  under  this  Agreement  than the  terms  and
conditions  contained in the credit  agreement dated August 29, 1997 between the
Company and RTFC as in effect on the Closing Date.

     (o) Additional Limitations on Indebtedness.  Notwithstanding the provisions
of  Section  9(b),  the  Company  shall  not  incur  any  Indebtedness  that  is
subordinate or junior in right of payment to any  Indebtedness (i) arising under
the  Credit  Agreements  and  senior in any  respect  in right of payment to any
Indebtedness  arising under the  Transaction  Documents  (including the Note) or
(ii) that is equal in right of payment  to any  Indebtedness  arising  under the
Transaction Documents (including the Note).



                                       38
<PAGE>

SECTION 10.   RESERVED.

SECTION 11.  GENERAL.  As further and  special  provisions  set forth under this
Agreement, the parties hereto further warrant, covenant, contract and agree each
with the other as follows:

     (a) Entire Agreement.  This Agreement,  the Transaction Documents and other
documents  referred to herein and therein  constitute  the entire  understanding
among the parties as to the subject  matter  specifically  referred to herein or
therein.

     (b)  Reimbursement  of Expenses.  The Company agrees (a) whether or not the
transactions  contemplated by this Agreement  shall be consummated,  to pay upon
demand  all  reasonable  out-of-pocket  costs  and  expenses  of  the  Purchaser
(including,  without limitation,  the reasonable fees and expenses of counsel to
the   Purchaser)  in  connection   with  (i)  the   Purchaser's   due  diligence
investigation in connection with, and the preparation,  negotiation,  execution,
delivery  of,  this  Agreement  and the  other  Transaction  Documents,  and any
amendment,  modification  or waiver  hereof or thereof or consent  with  respect
hereto or thereto and (ii) the administration, monitoring and review of the Note
(including,  without  limitation,  out-of-pocket  expenses  for  travel,  meals,
long-distance  telephone  calls,  wire transfers,  facsimile  transmissions  and
copying and with respect to the engagement of appraisers,  consultants, auditors
or similar  Persons by the  Purchaser at any time,  whether  before or after the
Closing, to render opinions concerning the Company's financial  condition),  (b)
to pay upon  demand  all  reasonable  out-of-pocket  costs and  expenses  of the
Purchaser  (including,  without  limitation,   reasonable  attorneys'  fees  and
expenses) in connection with (x) any refinancing or  restructuring  of the Note,
whether  in  the  nature  of a  "work-out,"  in  any  insolvency  or  bankruptcy
proceeding or otherwise and whether or not consummated, and (y) the enforcement,
attempted  enforcement  or  preservation  of any rights or  remedies  under this
Agreement or any of the other Transaction Documents, whether in any action, suit
or proceeding (including any bankruptcy or insolvency  proceeding) or otherwise,
and (c) to pay and hold the  Purchaser  harmless  from and against all liability
for any  intangibles,  documentary,  stamp  or  other  similar  taxes,  fees and
excises,  if any,  including  any  interest and  penalties,  and any finder's or
brokerage fees,  commissions  and expenses (other than any fees,  commissions or
expenses of finders or brokers engaged by the Purchaser), that may be payable in
connection  with the  transactions  contemplated by this Agreement and the other
Transaction Documents.

     (c)  Survival  of  Agreements  and  Representations  and  Warranties.   All
agreements and all  representations  and warranties  contained herein or made in
writing by the Company in connection herewith,  to the extent applicable,  shall
survive  the  execution  and  delivery  of this  Agreement  and other  documents
referred  to herein and shall  continue  until the  Purchaser  ceases to own any
Note.

     (d) No Waiver.  No delay by or on behalf of the Purchaser in exercising any
rights conferred  hereunder,  and no course of dealing between the Purchaser and
the Company  shall operate as a waiver of any right  granted  hereunder,  unless
expressly waived in writing by the party whose waiver is alleged.


                                       39
<PAGE>

     (e)  Binding  Effect;  Participations.   All  covenants,   representations,
warranties and other stipulations in this Agreement and other documents referred
to herein,  given by or on behalf of any of the parties  hereto,  shall bind and
inure  to  the   benefit  of  the   respective   successors,   heirs,   personal
representatives  and assigns of the parties hereto,  except that the Company may
not assign or transfer any of its rights or obligations  under this Agreement or
any of the other Transaction  Documents without the prior written consent of the
Purchaser.  This Agreement,  the Note and any of the other Transaction Documents
may be endorsed, assigned and transferred in whole or part by the Purchaser. The
Purchaser may grant  participations  in the Note,  this  Agreement and the other
Transaction  Documents (or any portion thereof).  The Purchaser shall notify the
Company  in writing  of any such  endorsement,  assignment  or  transfer  by the
Purchaser.  In the event of any such grant of a  participation  in the Note, all
references in this  Agreement  requiring the consent  waiver or amendment of the
Purchaser shall instead require an action by the Required Purchasers.

     (f) Initial  Holder.  The Company  shall be entitled to treat and deal with
the  Purchaser,  and shall not be required to recognize  any other Person as the
holder of the Note,  except  after  production  of such Note duly  endorsed  for
transfer, together with such documentation as the Company may reasonably require
concerning compliance with federal or state securities laws, or after receipt by
the Company of written notice from the Person theretofore entitled to be treated
as the holder  advising  the Company of the  transfer of such Note to such other
Person and stating the latter's address, together with such documentation as the
Company may  reasonably  require  concerning  compliance  with  federal or state
securities laws.

     (g) Cumulative Powers. No remedy herein conferred upon the Purchaser or any
holder of the Note is intended to be  exclusive  of any other  remedy,  and each
such remedy  shall be  cumulative  and in addition to every other  remedy  given
hereunder  or now or  hereafter  existing  at law, or in equity or by statute or
otherwise.

     (h) Loss of  Securities;  Reissue of  Securities  in Lesser  Denominations.
Upon:

          (i) receipt of evidence  satisfactory  to the Company of loss,  theft,
     mutilation or destruction of the Note, and

          (ii) in the case of any such loss, theft or destruction, upon delivery
     of indemnity in such form and amount as shall be reasonably satisfactory to
     the  Company,  or in the  event  of such  mutilation,  upon  surrender  and
     cancellation  of such Note, the Company will make and deliver a new Note of
     like tenor, in lieu of such lost,  stolen,  mutilated or destroyed Note. In
     addition,  upon request of any holder of a Note or other  securities of the
     Company or the Parent now or hereafter  issued by the Company or the Parent
     to the Purchaser,  and upon  surrender of such Note or other  securities to
     the Company and compliance with any restrictive legends, the Company or the
     Parent will reissue, in lesser  denominations to parties designated by such
     holder,  new  certificates,  warrants or other securities in the equivalent
     amounts of such other securities surrendered.



                                       40
<PAGE>


     (i)  Communications.  All communications and notices provided for hereunder
shall be sent by personal  delivery,  nationally  recognized  overnight courier,
facsimile or registered  or certified  mail, to the Purchaser and the Company at
their respective addresses set forth on Schedule 11(i), or to such other address
with respect to any party as such party shall notify the other parties hereto in
writing. Any notice required to be given hereunder by one party to another shall
be deemed to have been received (i) when delivered,  if personally  delivered or
sent  via  facsimile,  or  (ii)  one  day  following  delivery  to a  nationally
recognized  overnight  courier or (iii) on the third  business day following the
date on which the piece of mail containing such communication is posted, if sent
by certified or registered mail.  Except as otherwise  provided for herein,  all
requests  for  disclosure  or  other  provision  of  information  to be  made or
otherwise  given  by the  Company  shall  be  completed  no  later  than 10 days
following the receipt by the Company of a written request therefor in the manner
described in this Section.

     (j) Legend.

     The Note and each  certificate,  if any, issued pursuant to the Acquisition
Documents will bear a legend in substantially the following form:

     THE SECURITIES  REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN
     REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE
     SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED
     A WRITTEN  OPINION FROM COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE
     COMPANY  STATING THAT SUCH  TRANSFER IS BEING MADE IN  COMPLIANCE  WITH ALL
     APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

     (k) Confidentiality; Public Announcements.

          (i) The  Purchaser  shall  use its  best  efforts  not to make  public
     disclosure  of any  information  designated  by the  Company  in writing as
     confidential,  including  financial terms and financial and  organizational
     information contained in any documents, statements, certificates, materials
     or information furnished,  or to be furnished, by the Company in connection
     with the transactions  contemplated by this Agreement;  provided,  however,
     that the foregoing shall not be construed,  now or in the future,  to apply
     to any information reflected in any recorded document, information which is
     independently developed by the Purchaser, information obtained from sources
     other  than the  Company  or  information  that is or becomes in the public


                                       41
<PAGE>

     domain,  nor shall it be construed to prevent the Purchaser from (i) making
     any  disclosure  of  any  information  (A)  if  required  to do  so by  any
     Requirement of Law, (B) to any  Governmental  Authority  having or claiming
     authority to regulate or oversee any aspect of the Purchaser's  business or
     that of the  corporate  parent or affiliates of the Purchaser in connection
     with the exercise of such authority or claimed  authority,  or (C) pursuant
     to  subpoena;  or (ii) to the extent the  Purchaser  or its  counsel  deems
     necessary  or  appropriate  to do so to effect or preserve its security for
     any  applicable  investment or financing or to enforce any remedy  provided
     herein or in any applicable  investment or financing documents or otherwise
     available  by  law;  or  (iii)  making,  on  a  confidential   basis,  such
     disclosures  as the  Purchaser  deems  necessary  or  appropriate  to  such
     Purchaser's legal counsel or accountants  (including outside auditors);  or
     (iv) making such disclosures as the Purchaser reasonably deems necessary or
     appropriate to any bank or financial  institution  or other entity,  and/or
     counsel to or other  representatives of such bank or financial  institution
     or other  entity,  to which the  Purchaser in good faith desires to sell an
     interest in any applicable investment or financing; provided, however, that
     such  bank,  financial  institution  or  other  entity  or  counsel  to  or
     representative  thereof,  agrees to take  reasonable  steps to maintain the
     confidentiality of such disclosures.


          (ii) The  Purchaser  shall have the right to review and approve,  such
     approval not to be unreasonably withheld, any public announcement or public
     filing made after the Closing Date relating to the Note or to the Purchaser
     in any way before any such  announcement  or filing is  announced or filed,
     provided,  however,  no review or approval  shall be required  for any such
     announcement  or  filing  required  to be  announced  or filed  by law.  In
     addition,  the Purchaser shall provide the Company an opportunity to review
     and approve any public  announcement  issued by the Purchaser  specifically
     relating to the Note,  such  approval  not to be  unreasonably  withheld or
     delayed; provided, however, no review or approval shall be required for any
     such announcement  required to be announced by law;  provided further,  the
     Purchaser  shall provide the Company with an advance copy of any regulatory
     filings or  tombstone  ads prepared by or on behalf of the  Purchaser,  but
     shall not be required to obtain approval by the Company.

     (l) Governing Law. This Agreement  shall be governed in all respects by the
laws of the State of North Carolina.

     (m) Headings.  The descriptive  section  headings herein have been inserted
for  convenience  only and shall not be deemed to limit or otherwise  affect the
construction of any provisions hereof.

     (n) Multiple  Originals.  This Agreement may be executed  simultaneously in
two or more  counterparts,  each of which  shall be deemed an  original,  and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such counterpart.

     (o) Amendment or Waiver. This Agreement may be amended, and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, if the Company shall obtain the prior written consent of the
Required  Purchasers  to such  amendment,  action or omission to act;  provided,


                                       42
<PAGE>

however,  that, without the prior written consent of each of the Purchasers,  no
such  agreement  shall (i)  decrease  the  principal  amount  of, or extend  the
maturity date of any Note, or decrease the rate of interest on the Note, without
the prior written consent of each Purchaser  affected  thereby,  (ii) effect any
waiver,  amendment  or  modification  that  by its  terms  changes  the  amount,
allocation,  payment of or between the Note,  or (iii) amend the  provisions  of
this Section 11(o),  the definition of the term "Required  Purchasers" or of the
term  "Note".  Each  holder  of  the  Note,  at the  time  or  times  thereafter
outstanding,  shall be bound by any consent authorized by this Section,  whether
or not the Note shall have been marked to indicate such consent.

     (p)  Waiver of Jury  Trial.  THE  PURCHASER  AND THE  COMPANY  EACH  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE (TO THE EXTENT  PERMITTED  BY
APPLICABLE  LAW)  ANY  RIGHT TO A TRIAL BY JURY OF ANY  DISPUTE  ARISING  UNDER,
RELATING TO, OR  CONNECTED  WITH THIS  AGREEMENT,  THE  COLLATERAL  OR ANY OTHER
AGREEMENT,  INSTRUMENT OR DOCUMENT  CONTEMPLATED HEREBY OR DELIVER IN CONNECTION
HEREWITH AND AGREE THAT ANY SUCH DISPUTE  SHALL BE TRIED BEFORE A JUDGE  SITTING
WITHOUT A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER
INTO THIS AGREEMENT.

     (q)  Consent  to  Jurisdiction   and  Service  of  Process.   All  judicial
proceedings brought against the Company with respect to this Agreement, the Note
or any of the other Transaction Documents may be brought in any state or federal
court  of  competent  jurisdiction  in the  State  of North  Carolina,  and,  by
execution and delivery of this Agreement, the Company accepts, for itself and in
connection with its properties, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid  courts and irrevocably  agrees to be bound by any
final judgment  rendered thereby in connection with this Agreement from which no
appeal has been taken or is available.  The Company  irrevocably agrees that all
service of process in any such  proceedings in any such court may be effected by
mailing a copy thereof by  registered  or certified  mail (or any  substantially
similar  form of  mail),  postage  prepaid,  to it at its  address  set forth in
Schedule  11(i) or at such other address of which the Purchaser  shall have been
notified pursuant thereto, such service being hereby acknowledged by the Company
to be effective and binding service in every respect. Each of the parties hereto
irrevocably waives any objection,  including,  without limitation, any objection
to the laying of venue or based on the grounds of forum non conveniens  which it
may now or hereafter  have to the bringing of any such action or  proceeding  in
any such jurisdiction. Nothing herein shall affect the right to serve process in
any other manner  permitted by law or shall limit the right of the  Purchaser to
bring proceedings against the Company in the court of any other jurisdiction.

     (r) Arbitration.

          (i)  Notwithstanding  the provisions of Section 11(q) to the contrary,
     upon demand of any party hereto, whether made before or within three months
     after  institution  of any  judicial  proceeding,  any  dispute,  claim  or
     controversy  arising out of,  connected  with or relating to this Agreement
     and other Transaction  Documents  ("Disputes")  between or among parties to


                                       43
<PAGE>

     this Agreement shall be resolved by binding arbitration as provided herein.
     Institution of a judicial proceeding by a party does not waive the right of
     that party to demand arbitration hereunder.  Disputes may include,  without
     limitation, tort claims, counterclaims,  disputes as to whether a matter is
     subject to  arbitration,  claims brought as class  actions,  claims arising
     from Transaction Documents executed in the future, or claims arising out of
     or connected with the transactions reflected by this Agreement. Arbitration
     shall be conducted under and governed by the Commercial  Arbitration  Rules
     (the  "Arbitration  Rules") of the American  Arbitration  Association  (the
     "AAA") and Title 9 of the U.S.  Code.  All  arbitration  hearings  shall be
     conducted in  Charlotte,  North  Carolina.  A hearing shall begin within 90
     days of demand for arbitration,  and all hearings shall be concluded within
     120 days of demand  for  arbitration.  These  time  limitations  may not be
     extended  unless a party shows cause for  extension and then no more than a
     total  extension of 60 days. The expedited  procedures set forth in Rule 51
     et seq. of the Arbitration Rules shall be applicable to claims of less than
     $1,000,000.  All  applicable  statutes  of  limitation  shall  apply to any
     Dispute.  A  judgment  upon the award may be  entered  in any court  having
     jurisdiction.  Arbitrators  shall be licensed  attorneys  selected from the
     Commercial  Financial  Dispute  Arbitration  Panel of the AAA.  The parties
     hereto do not waive applicable  federal or state  substantive law except as
     provided herein.

          (ii)  Notwithstanding  the preceding binding  arbitration  provisions,
     each  of the  parties  agrees  to  preserve,  without  diminution,  certain
     remedies that the Purchaser may employ or exercise freely, independently or
     in connection with an arbitration proceeding or after an arbitration action
     is brought.  The Purchaser  shall have the right to proceed in any court of
     proper  jurisdiction or by self-help to exercise or prosecute the following
     remedies,  as  applicable  (A) all rights to foreclose  against any real or
     personal  property or other  security by exercising a power of sale granted
     under  Transaction  Documents  or  under  applicable  law  or  by  judicial
     foreclosure  and sale,  including a proceeding to confirm the sale; (B) all
     rights of self-help  including  peaceful  occupation  of real  property and
     collection of rents, set-off, and peaceful possession of personal property;
     (C)  obtaining  provisional  or  ancillary  remedies  including  injunctive
     relief, sequestration, garnishment, attachment, appointment of receiver and
     filing an involuntary  bankruptcy  proceeding;  and (D) when applicable,  a
     judgment by confession of judgment. Preservation of these remedies does not
     limit the power of an  arbitrator  to grant  similar  remedies  that may be
     requested by a party in a Dispute.

          (iii) The  parties  hereto  agree that they shall not have a remedy of
     punitive or exemplary  damages  against the other in any Dispute and hereby
     waive any right or claim to punitive or exemplary damages against the other
     in any Dispute and hereby waive any right or claim to punitive or exemplary
     damages they have now or which may arise in the future in  connection  with
     any Dispute whether the Dispute is resolved by arbitration or judicially.

          (iv) By execution and delivery of this Agreement,  each of the parties
     hereto accepts, for itself and in connection with its properties, generally
     and  unconditionally,   the  non-exclusive  jurisdiction  relating  to  any
     arbitration proceedings conducted under the Arbitration Rules in Charlotte,
     North  Carolina and  irrevocably  agrees to be bound by any final  judgment
     rendered thereby in connection with this Agreement from which no appeal has
     been taken or is available.

     (s) Parent Covenants;  Parent  Representations.  For purposes of Sections 7
and 9 of this Agreement,  it is understood and agreed that the Company shall use
commercially  reasonable  efforts to cause the  Parent to comply  with the terms
thereof. For purposes of Section 5, all representations and warranties as to the
Parent  by the  Company  shall  be  deemed  to be made to the  knowledge  of the
Company.



                                       44
<PAGE>

     (t)  Authorization of Motorola  Transactions.  The Company is authorized to
enter into reimbursement, service acquisitions and/or purchase transactions with
Motorola  with  respect to the  Company's  acquisition  of new  telecom  network
equipment products.

                  [Remainder of page intentionally left blank.]




                                       45
<PAGE>



     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered by their  respective duly  authorized  officers as of the
day and year first above written.


                                   HORIZON PERSONAL COMMUNICATIONS, INC.
                                   an Ohio corporation


                                   By:____________________________
                                   Name:__________________________
                                   Title:_________________________



                                   FIRST UNION INVESTORS, INC.,
                                   a North Carolina corporation


                                   By:_____________________________
                                   Name:___________________________
                                   Title:__________________________


                              46
<PAGE>




                                  SCHEDULE 4(E)

                              FINANCIAL INFORMATION


1.   Unaudited  pro forma  consolidated  balance  sheet for the  Company and its
     Subsidiaries  as of, and for the period  ended,  December 31, 1999,  giving
     effect  to  the  Acquisition  and  the  transactions  contemplated  by  the
     Agreement, certified by the chief financial officer of the Company.

2.   Unaudited  consolidated financial statements for the Company as of, and for
     the period  ended,  December  31,  1997  certified  by the chief  financial
     officer of the Company.

3.   Audited  financial  statements  for the  Company and its  Subsidiaries  for
     fiscal years ending December 31, 1998 and a draft of the audited  financial
     statements for the fiscal year ending December 31, 1999,  accompanied by an
     audit report from Arthur Andersen, LLP, such report to be in customary form
     and unqualified.

4.   Financial  projections for the Company and its Subsidiaries for each fiscal
     year after the Closing  Date  through  fiscal  2009,  giving  effect to the
     Acquisition and the  Investment,  and certified with respect to current and
     projected financial covenant compliance in form and substance  satisfactory
     to the Purchaser.

5.   Such other financial information relating to the Company, the Parent, their
     Subsidiaries or the Acquisition as the Purchaser may reasonable request.

6.   Internally prepared monthly historical  operating  statistics  certified by
     Company  evidencing by market the degrees of market  penetration,  coverage
     and  subscriber  counts  (among  other  items)  in a form  satisfactory  to
     Purchaser.



                                       47
<PAGE>


                                  SCHEDULE 5(A)

                             ORGANIZATIONAL MATTERS


A.       Organization
         ------------
                             Jurisdiction of  Jurisdictions in
Name of Company              Organization     Which Qualified
---------------              ------------     ---------------

Horizon Personal             Ohio             Virginia, West Virginia, Kentucky
Communications, Inc.

Horizon Telcom, Inc.         Ohio

The Chillicothe Telephone    Ohio
Company

Horizon Services, Inc.       Ohio

United Communications, Inc.  Ohio


B.       Licenses and Permits
         --------------------

Name of Company                  Licenses and Permits
---------------                  --------------------

Company                          Federal         Communications
                                 Commission  license to provide
                                 Broadband     PCS     wireless
                                 telecommunications    in   the
                                 Chillicothe BTA.

The                              Chillicothe  Telephone Company
                                 Certification  from the Public
                                 Utility  commission of Ohio to
                                 be a local exchange carrier.

United Communications, Inc.      Federal Communications Commission
                                 licenses to provide paging services in Ohio.








                                       48
<PAGE>



                                  SCHEDULE 5(B)

                          SUBSIDIARIES AND INVESTMENTS

     1. The  Chillicothe  Telephone  Company  is a wholly  owned  subsidiary  of
Parent.

     2. Horizon Services, Inc. is a wholly owned subsidiary of Parent.

     3. United Communications, Inc. is a wholly owned subsidiary of Parent.

     4.  The  Company  owns an  approximate  25%  interest  in  Bright  Personal
Communication Services, LLC, an Ohio limited liability company.



                                       49
<PAGE>



                                  SCHEDULE 5(C)

                                 CAPITALIZATION

XII. Pre-Closing Capitalization of the Company and the Parent

     A. Authorized Capital

        Name of Company                 Authorized Capital
        ---------------                 ------------------
        Horizon Personal                1,000,000 shares of Class A Common Stock
           Communications, Inc.         1,000,000 shares of Class B Common Stock

        Horizon Telcom, Inc.            200,000 shares of Class A Common Stock
                                        500,000 shares of Class B Common Stock

     B. Subscriptions, Contracts and Agreements

     None,  except (i) stock  options were  granted to certain  employees of the
     Company  pursuant  to the 1999 Stock  Option Plan (ii) stock  options  were
     granted to certain  individuals  associated with the Parent pursuant to the
     1999 Stock  Option  Plan and (iii) the stock of the  Company was pledged by
     Parent to the Rural Telephone Finance  Cooperative  pursuant to that Pledge
     and Security  Agreement,  dated August 29, 1997, by and between  Parent and
     Rural Telephone Finance Cooperative.

     C. Directors, Officers, Partners and Security Holders

     The  Chillicothe  Telephone  Company,  Horizon  Services,  Inc., and United
     Communications,  Inc.  are  wholly-owned  subsidiaries  of the Parent.  The
     Company is wholly owned by Parent,  except as set forth herein.  Please see
     the attached for a list of stockholders and the number of shares owned.

                              Officer and Directors
         Parent
         ------
         Thomas McKell        President, Director
         Robert McKell        Chairman of the Board, Director
         Jack Thompson        Vice President/Secretary/Treasurer, Director
         Phoebe McKell        Assistant Secretary
         David McKell         Director
         Helen Sproat         Director
         Joseph G. Kear       Director
         Joseph S. McKell     Director
         John Herrnstein      Director



                                       50
<PAGE>

         Company
         -------
         William A. McKell    President, Director
         William Murton       Director
         Steven P. Burkhardt  Secretary/Treasurer, Director
         Joseph Corbin        Vice President-Operations
         Peter M. Holland     CFO/Vice President-Finance
         Joseph Watson        Vice President-Administration

         The Chillicothe Telephone Company
         ---------------------------------
         Thomas McKell        President, Director
         Jack Thompson        Vice President-Finance/Secretary/Treasurer,
                                    Director
         John Wilson          Vice President-Administration, Director

         United Communications, Inc.
         ---------------------------
         William A. McKell    President, Director
         Joseph J. Watson     Vice President, Director
         Steven P. Burkhardt  Secretary/Treasurer, Director

         Horizon Services, Inc.
         ----------------------
         Phoebe McKell        President, Director
         Jack Thomas          Vice President/Secretary/Treasurer, Director
         Robert McKell        Director

     D. Preemptive and Registration Rights

     The Class A Stock of Parent has preemptive rights to all but Class B Stock,
     pursuant to the Articles of Incorporation of the Parent and the Ohio Code.

     All stock of the Company has the  preemptive  rights  contained in the Ohio
     Code.

     All stock of the Subsidiaries  has preemptive  rights contained in the Ohio
     Code.








                                       51
<PAGE>



                                  SCHEDULE 5(E)

                                   LITIGATION


     None.



                                       52
<PAGE>



                                  SCHEDULE 5(F)

                                   TAX MATTERS


     The Internal Revenue Service audited the consolidated entities (the Parent,
the Company and the  Subsidiaries)  for the years 1996 and 1997 and the Internal
Revenue  Service  and the  Company  settled  the  deficiency  at the  amount  of
$117,134. Interest has not been assessed.



                                       53
<PAGE>



                                  SCHEDULE 5(H)

                         GOVERNMENT APPROVALS; CONSENTS

     Consent  and  waiver  to be  obtained  from  the  Rural  Telephone  Finance
Cooperative.

     Consent and waiver to be obtained from Motorola, Inc.



                                       54
<PAGE>



                                  SCHEDULE 5(M)

                                   PROJECTIONS

     See attached.



                                       55
<PAGE>



                                  SCHEDULE 5(o)

                        TITLE TO PROPERTIES AND ASSETS

     The Company has entered  into that  certain  Master Site  Agreement,  dated
August 17, 1999,  by and between SBA Towers,  Inc. and the Company,  pursuant to
which the Company has the rights to use cell sites and cell towers.





                                       56
<PAGE>




                                  SCHEDULE 5(p)

                               MATERIAL CONTRACTS


1.   Assignment  Agreement,  dated  February 15, 2000, by and between Parent and
     Company

2.   Asset  Purchase  Agreement,  dated August 17, 1999,  by and among  Company,
     Parent and SBA Towers, Inc.

3.   Site  Development  Agreement,  dated  August 17,  1999,  by and between the
     Company and SBA Towers, Inc.

4.   Master Site  Agreement,  dated August 17, 1999,  by and between SBA Towers,
     Inc. and the Company.

5.   Master  Design Build  Agreement,  dated August 17, 1999, by and between the
     Company and SBA Towers, Inc.

6.   Loan Agreement, dated August 29, 1997, by and between the Company and Rural
     Telephone Finance Cooperative.

7.   Secured  Promissory Note, dated August 29, 1997, by and between the Company
     and Rural Telephone Finance Cooperative.

8.   Guaranty,  dated August 29, 1997, by and between Parent and Rural Telephone
     Finance Cooperative.

9.   Reimbursement and Security  Agreement,  dated August 29, 1997, by and among
     Parent and the Company and Motorola, Inc.

10.  Sprint PCS  Management  Agreement,  dated June 8, 1998, by and among Sprint
     Spectrum, L.P., SprintCom, Inc. and the Company.

11.  Network  Services  Agreement,  dated  August  12,  1999,  by and among West
     Virginia PCS Alliance, L.C., Virginia PCS Alliance, L.C. and the Company.

12.  Sprint PCS Services Agreement,  dated June 8, 1998, between the Company and
     Sprint PCS.

13.  Revolving Line of Credit  Application and Agreement  (OH-S-02),  dated June
     25, 1998 by and between Rural Telephone  Finance  Cooperative and Parent as
     amended by that certain Term Extension for RTFC Line of Credit,  dated June
     25, 1998, by and between Rural Telephone Finance Cooperative and Parent.



                                       57
<PAGE>

14.  Service  Agreement,  dated August 20, 1999,  by and between the Company and
     Bright Personal Communications Services, LLC.

15.  Tax  Allocation  Agreement,  by and  among the  Company,  the  Parent,  The
     Chillicothe  Telephone  Company,  United  Communications,  Inc. and Horizon
     Services, Inc.

16.  Services  Agreement  between  Horizon  Services,  Inc.,  the  Company,  the
     remaining Subsidiaries and the Parent,  pursuant to which Horizon Services,
     Inc. provides accounting, human resources, date processing and MIS services
     at cost.

17.  Mortgage  and  Security  Agreement,  dated  August 29, 1999  between  Rural
     Telephone Finance Cooperative and the Company.

18.  Operating Agreement of Bright Personal Communications Services, LLC, by and
     among the Company and the other members.

19.  Equipment Purchase Agreement by and between the Company and Motorola, Inc.

20   Pledge and Security Agreement, dated August 29, 1997, by and between Parent
     and Rural Telephone Finance Cooperative.

21.  Sprint Trademark and Service Mark License Agreement.





                                       58
<PAGE>



                                  SCHEDULE 5(Q)

                                    EMPLOYEES

A.   Employment Arrangements:

     Union contract by and between IBEW Local 578 and The Chillicothe  Telephone
Company.

B.   Severance or Termination Pay:

     None.





                                       59
<PAGE>



                                  SCHEDULE 5(S)

                               AFFILIATE CONTRACTS


Name of Affiliate                           Description of Contract
-----------------                           -----------------------

Bright Personal Communication Services      Service Agreement, dated
                                            August 20, 1999, by    and
                                            between the Company and
                                            Bright Personal Communications
                                            Services, LLC.

Parent, Company and the Subsidiaries        Tax Allocation  Agreement,  by and
                                            among the Company,  the Parent, The
                                            Chillicothe Telephone  Company,
                                            United  Communications,  Inc.  and
                                            Horizon Services, Inc. Parent,
                                            Company and the Subsidiaries
                                            Services Agreement between Horizon
                                            Services, Inc., the Company, the
                                            remaining Subsidiaries and   the
                                            Parent, pursuant to  which Horizon
                                            Services, Inc. provides accounting,
                                            human resources, date processing and
                                            MIS services at cost.

Parent and Company  Assignment  Agreement   dated as of February 15, 2000, by
                                            and between Parent and Company.


                                       60
<PAGE>



                                  SCHEDULE 5(T)

                              ENVIRONMENTAL MATTERS


     None.



                                       61
<PAGE>

                                  SCHEDULE 5(X)

                                 USE OF PROCEEDS

     The  proceeds  from the  issuance of the Note will be used to: (i) finance
the Acquisition;  (ii) pay the loan origination fee to Purchaser; (iii) pay fees
and expenses incurred in connection with the negotiation and consummation of the
transactions contemplated by this Agreement and the Acquisition and (iv) provide
for working capital requirements and for general corporate purposes.




                                       62
<PAGE>



                                  SCHEDULE 5(Y)

                             EMPLOYEE BENEFIT PLANS


         Company 401(k)

         The Chillicothe Telephone Company 401(k)

         Horizon Services, Inc. 401(k)

         Horizon Services, Inc. Deferred Compensation Plan

         Each of the Subsidiaries and the Company have the following plans:

                  1)       Medical
                  2)       Dental
                  3)       Vision
                  4)       Education Reimbursement

         In addition,  the Company has a Bonus program, but any bonus awarded is
         subject to the discretion of the Directors and Officers of the Company.



                                       63
<PAGE>



                                  SCHEDULE 5(Z)

                              INTELLECTUAL PROPERTY


     The  Company  licenses  the Sprint  mark and Sprint  PCS mark  through  the
following agreements:

     1. Sprint PCS Management Agreement, dated June 8, 1998, by and among
Sprint Spectrum, L.P., SprintCom, Inc. and the Company.

     2. Sprint PCS Services  Agreement,  dated June 8, 1998, between the Company
and Sprint PCS.

     3. Sprint Trademark and Service Mark License Agreement.





                                       64
<PAGE>



                                 SCHEDULE 5(AA)

                      ABSENCE OF CERTAIN CHANGES OR EVENTS


     None.



                                       65
<PAGE>



                                 SCHEDULE 5(BB)

                                    INSURANCE

     See attached.




                                       66
<PAGE>



                                  SCHEDULE 9(B)

                                  INDEBTEDNESS



1.  Loan Agreement, dated August 29, 1997, by and between the        $23,557,965
    Company and Rural Telephone Finance Cooperative.
2.  $9,000,000 Revolving Loan Agreement between RFTC and the Parent   $7,798,556
3.  Intercompany payable from the Company to the Parent               $7,798,556




                                       67
<PAGE>


                                  SCHEDULE 9(C)

                                      LIENS

1.   In connection with the Credit Agreement between RTFC and the Company,  RTFC
     has a Lien on substantially all of the assets of the Company.



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                                  SCHEDULE 9(E)

                                   INVESTMENTS

1.   Subordinated Capital Certificates in RFTC in the amount of $1,177,898




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                                 SCHEDULE 10(I)


                              ADDRESSES FOR NOTICES



If to the Company, to:

                  Horizon Personal Communications, Inc.
                  P O Box 480
                  68 East Main Street
                  Chillicothe, Ohio  45601
                  Telecopy No.:  (740) 772-8547
                  Attention:  Pete Holland

         with a copy (which shall not
         constitute notice) to:

                  Arnall Golden & Gregory, LLP
                  Suite 2800 One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, Georgia  30309-3450
                  Attention:  Donald I. Hackney, Jr., Esq.

If to the Purchaser, to:

                  First Union Investors, Inc.
                  One First Union Center, 5th Floor
                  301 South College Street
                  Charlotte, NC  28288
                  Telecopy No.:  (704) 374-4092
                  Attention:  Mr. John M. Burlingame

         with a copy (which shall not
         constitute notice) to:

                  Moore & Van Allen, PLLC
                  NationsBank Corporate Center
                  100 North Tryon Street, 47th Floor
                  Charlotte, North Carolina  28202
                  Telecopy No.:  (704) 331-1159
                  Attention:  John S. Chinuntdet, Esq.