CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have Been Redacted Are Marked
With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The
Securities and Exchange Commission.

                        PCS CDMA PRODUCT SUPPLY CONTRACT

     This PCS CDMA  Product  Supply  Contract  (the  "Contract")  is made and is
effective as of December 8, 1999 (the "Effective  Date"), by and between Horizon
Personal  Communications,  Inc.,  an Ohio  corporation  (the  "Purchaser"),  and
Motorola,   Inc.,   a  Delaware   corporation,   by  and  through  its  Cellular
Infrastructure  Group  (the  "Vendor"  and,  together  with the  Purchaser,  the
Parties").

                                    RECITALS:

     A. Vendor is a party to a certain  Amended and  Restated  PCS CDMA  Product
Supply  Contract  with  SprintCom,  Inc.  ("Sprint"),  effective  as of April 9,
1999 (the "Sprint Contract");

     B. Section 4.2 of the Sprint Contract  provides,  inter alia, for Sprint to
designate and for Vendor to approve, entities as Additional Affiliates of Sprint
within the meaning of the Sprint Contract,  Sprint has so designated  Purchaser;
and Vendor has approved;

     C. The  Purchaser is party to a certain  agreement  with  Sprint,  entitled
SPRINT PCS MANAGEMENT AGREEMENT between WIRELESSCO,  L.P., SPRINT SPECTRUM L.P.,
SPRINTCOM,  INC. and HORIZON PERSONAL  COMMUNICATIONS,  INC., dated June 8, 1998
(the "Additional Affiliate Agreement");

     D. The Federal Communications Commission (the "FCC") granted to Sprint, and
by the Additional  Affiliate  Agreement Sprint has authorized  Purchaser to use,
licenses  (the "PCS FCC  Licenses")  to build and operate one or more systems to
provide  personal  communication  services in specified  geographic areas in the
United States;

     E. Section 4.3 of the Sprint  Contract  provides,  inter alia, for purchase
orders from  Additional  Affiliates to Vendor  for certain  Products
(Equipment and Software);

     F. Section 4.4 of the Sprint Contract provides, inter alia, that Affiliates
shall not be deemed  third  party  beneficiaries  of the  Sprint  Contract,  and
further  provides that only the affiliate  issuing the specific  purchase  order
will incur an  obligation or liability to Vendor with respect to any claim which
may arise from or relate to that purchase;

     G. The  Parties  now  desire to enter  into a  contract  for  purchases  of
Products and Services  from Vendor by  Purchaser as an  Additional  Affiliate of
Sprint.




Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION
<PAGE>
                                          [***] Confidential Treatment Requested

SECTION 1.  AGREEMENT FOR PURCHASE AND SALE

     Purchaser  agrees to purchase,  take and pay for, and Vendor agrees to sell
and  furnish,  Products  and  Services  in  accordance  with  the  terms of this
Contract.  Purchaser  shall evidence its requested  purchase by sending a signed
Purchase Order,  in accordance  with Section 3 below, to Vendor,  which Purchase
Order shall be subject to acceptance by Vendor.

     The types of Products  available  under this  Contract to  Purchaser  as an
Additional  Affiliate of Sprint,  and the prices and other terms and  conditions
for purchases of those  Products are set forth in Attachment I of this contract,
in accordance with Section 5 below.

SECTION 2.  MINIMUM PURCHASES, PAYMENT, CREDIT

     The minimum  purchase  commitments by Purchaser in this Section 2 are being
made in consideration  of [***]. If, in the event,  [***] within sixty (60) days
of execution of this Contract, this Section 2 shall be null and void.

     Purchaser  agrees to purchase,  take and pay for, and Vendor agrees to sell
and provide,  Products and Services totaling [***] (the "Minimum  Purchases") on
or before the following dates:

     (a) Purchaser shall make an Initial  Purchase,  on the date of execution of
this Contract, of the equipment and services specified in Attachment II.

     (b) Purchaser shall make additional  purchases,  in a total amount equal to
the amount by which the  Minimum  Purchases  exceeds  the amount of the  Initial
Purchase, on or before [***].

SECTION 3.  PURCHASE ORDERS

     Purchase Orders  submitted under this Contract shall be signed by Purchaser
and include the following statement:

     "This Purchase Order is governed  solely by the terms and conditions in the
     Purchase Order - PCS CDMA Product Supply Contract  between Horizon Personal
     Communications, Inc. and Motorola, Inc., Contract No. 11097-AA-001."

Any additional,  conflicting or other terms of Purchaser's  Purchase Order shall
not apply.

                                       2

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>

SECTION 4.  TERM OF CONTRACT

     The term of this  Contract  (the "Term") is from the  Effective  Date first
above written to September 25, 2003 ("Original  Contract End Date"),  subject to
the terms and conditions of this Contract.

SECTION 5.  APPLICABILITY OF PROVISIONS OF ATTACHMENT I

     Purchase  Orders  submitted to Vendor in accordance with Section 3 shall be
subject to the same price and other terms and  conditions  as  Attachment  I. To
avoid   any   possible   doubt,   Purchaser   acknowledges   and   accepts   the
responsibilities,  limitations  and  requirements  of  Attachment I, Section 11,
entitled "Software;  Confidential Information." (Without limitation,  Section 11
contains the software license provisions of Attachment I.)

     Attachment I contains many provisions  applicable to Sprint as "Owner" that
do not apply to Purchaser,  but Sections 19, 20, 21, 22, 23 and 24 of Attachment
I shall  apply to  Purchaser  to the  same  extent  they  apply  to  "Owner"  in
Attachment I.

SECTION 6.  CONFIDENTIALITY

     (a) All information  including,  without  limitation,  all oral and written
information,  disclosed  to  the  other  Party  is  deemed  to be  confidential,
restricted and proprietary to the disclosing Party  (hereinafter  referred to as
"Proprietary  Information");  provided  that for the  avoidance  of  doubt  with
respect to the Vendor's  desire to invoke the protections of this Section 6, the
Vendor  shall,  (i)  identify  any and all written  Proprietary  Information  by
placing the word "CONFIDENTIAL" conspicuously on such material or otherwise mark
such material so as to clearly  indicate  such material is in fact  confidential
and (ii)  identify any and all oral  Proprietary  Information  to a writing that
conforms to clause (i) immediately  above within  seventy-two (72) hours of such
disclosure by the Vendor.  Each Party agrees to use the Proprietary  Information
received from the other Party only for the purpose of this  Contract.  Except as
specified in this  Contract,  no other rights,  and  particularly  licenses,  to
trademarks,  inventions, copyrights, patents, or any other intellectual property
rights are  implied  or  granted  under this  Contract  or by the  conveying  of
Proprietary Information between the Parties. Proprietary Information supplied is
not to be reproduced in any form except as required to accomplish the intent of,
and in accordance  with the terms of, this  Contract.  The receiving  Party must
provide the same care to avoid  disclosure or  unauthorized  use of  Proprietary
Information as it provides to protect its own similar  proprietary  information.
All Proprietary  Information must be retained by the receiving Party in a secure
place with access  limited to only such of the  receiving  Party's  employees or
agents who need to know such  information  for purposes of this  Contract and to
such third  parties as the  disclosing  Party has  consented to by prior written
approval. All Proprietary Information, including all copies of such information,
u  nless  otherwise  specified  in  writing  (x)  remains  the  property  of the
disclosing  Party,  (y) must be used by the receiving Party only for the purpose


                                       3

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>

for which it was intended,  and (z) must be returned to the disclosing  Party or
destroyed after the receiving Party's need for it has expired or upon request of
the disclosing Party,  and, in any event, upon termination of this Contract.  At
the  request  of the  disclosing  Party,  the  receiving  Party  will  furnish a
certificate of an officer of the receiving  Party  certifying  that  Proprietary
Information  not  returned  to  disclosing  Party  has been  destroyed.  For the
purposes hereof, Proprietary Information does not include information which:

          (i) has been or may in the future be published or is now or may in the
     future be otherwise in the public domain  through no fault of the receiving
     Party;

          (ii) prior to disclosure  pursuant to this Contract is properly within
     the legitimate possession of the receiving Party;

          (iii)  subsequent to disclosure  pursuant to this Contract is lawfully
     received  from a third  party  having  rights  in the  information  without
     restriction of the third party's right to disseminate  the  information and
     without notice of any restriction against its further disclosure;

          (iv) is transmitted to the receiving Party after the disclosing  Party
     has  received  written  notice  from the  receiving  Party that it does not
     desire to receive further Proprietary Information; or

          (vi) is obligated  to be produced  under order of a court of competent
     jurisdiction or other similar requirement of a Governmental Entity, so long
     as the Party required to disclose the information  provides the other Party
     with prior notice of such order or requirement.

     (b) Because  damages may be difficult to ascertain,  the Parties agree that
in the event of a breach or threatened breach of this Contract, without limiting
any other rights and remedies  specified  herein,  an  injunction  may be sought
against the Party who has breached or  threatened to breach this Section 6. Each
Party  represents and warrants that it has the right to disclose all Proprietary
Information which it has disclosed to the other Party pursuant to this Contract,
and each Party agrees to indemnify  and hold  harmless the other from all claims
by a third  party  related to the  wrongful  disclosure  of such  third  party's
Proprietary  Information.  Otherwise,  neither Party makes any representation or
warranty, express or implied, with respect to any Proprietary Information.

SECTION 7.  NOTICES

     Any notice,  request,  consent,  waiver or other communication  required or
permitted  hereunder  will be effective  only if it is in writing and personally

                                       4

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>

delivered  by hand or by overnight  courier or sent by  certified or  registered
mail, postage prepaid, return receipt requested, addressed as follows:

       If to Purchaser:

       Joseph E. Corbin
       Horizon Personal Communications, Inc.
       68 E. Main Street
       P.O. Box 480
       Chillicothe, Ohio 45601-0480
       Fax:  (740) 655-8417

       With a copy to:

       Joseph J. Watson
       Horizon Personal Communications, Inc.
       68 E. Main Street
       P.O. Box 480
       Chillicothe, Ohio 45601-0480
       Fax:  (740) 779-1945

       and if so directed by the Purchaser, with an additional copy to:

       _____________________________________
       Horizon Personal Communications, Inc.
       _____________________________________
       _____________________________________
       Fax: ________________________________


                                       5

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>

       If to the Vendor:

       Motorola, Inc.
       Cellular Infrastructure Group
       1701 Golf Road, Tower 1, 9th Floor
       Rolling Meadows, Illinois 60008
       Attention:  Vice President and General Manager
       Customer Solutions Group
       Network Solutions Sector
       Fax:  (847) 435-7411

       Cellular Infrastructure Group
       1701 Golf Road, Tower 1, 5th Floor
       Rolling Meadows, Illinois  60008

       With a copy to:

       Motorola, Inc.
       Attention:  Senior Manager
       Commercial Department
       Fax:  (847) 435-7230

Written  notice given pursuant to this Section 7 will be delivered to recipients
authorized by the  Purchaser and the Vendor,  as the case may be, in writing and
when so delivered will be deemed to have been fully served and delivered.

THE PURCHASER AND THE VENDOR HAVE READ THIS CONTRACT INCLUDING ALL SCHEDULES AND
EXHIBITS HERETO AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS HEREOF AND
THEREOF.


                                       6

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>

     IN WITNESS WHEREOF,  the Parties have executed this Contract as of the date
first above written.

                                   MOTOROLA, INC.


                                   By: /s/ Richard E. Leicht
                                       ----------------------------------------
                                        Name: Richard E. Leicht
                                        Date: December 10, 1999


                                   HORIZON PERSONAL COMMUNICATIONS, INC.


                                   By: /s/ William A. McKell
                                       ----------------------------------------
                                        Name: William A. McKell
                                        Date: December 10, 1999


                                       7

Sprint Horizon PC - Additional Affiliate Agreement 12-03-99       MOTOROLA, INC.
Contract No. 11097-AA-001                                PROPRIETARY INFORMATION

<PAGE>
                                          [***] Confidential Treatment Requested



Equipment Summary - Initial System Purchase

Horizon PCS

              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
              [***]     [***]
-------------------
              [***]



<PAGE>

                                          [***] Confidential Treatment Requested


 CUSTOMER NAME:                     Horizon PCS
    MARKET:                      Chillicothe, Ohio
   SITE NAME:             UNO-MM and EMX Expansion Lists
 FACTORY ORDER:                        [***]
PURCHASE ORDER:

     [***]

                                                  UNIT         EXTENDED
                                                  PRICE        PRICE
  ITEM     QTY       PART NUMBER     DESCRIPTION  (USD)        (USD)
  ----     ---       -----------     -----------  -----        -----
  [***]   [***]      [***]           [***]        [***]        [***]
  [***]   [***]      [***]           [***]        [***]        [***]
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  [***]   [***]      [***]           [***]        [***]        [***]
  [***]   [***]      [***]           [***]        [***]        [***]



<PAGE>

                                          [***] Confidential Treatment Requested


               CUSTOMER NAME:                     Horizon PCS
                  MARKET:                     Chillicothe, Ohio
                 SITE NAME:                          [***]
               FACTORY ORDER:
              PURCHASE ORDER:
                   [***]


                                                            UNIT       EXTENDED
                                                            PRICE      PRICE
  ITEM    QTY         PART NUMBER        DESCRIPTION        (USD)      (USD)
  ----    ---         -----------        -----------        -----      -----

 [***]    [***]       [***]              [***]              [***]      [***]
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 [***]    [***]       [***]              [***]              [***]      [***]
 [***]    [***]       [***]              [***]              [***]      [***]



<PAGE>


                                         [***] Confidential Treatment Requested

       CUSTOMER NAME:                 Horizon
          MARKET:                    Tennessee
         SITE NAME:                    [***]
       FACTORY ORDER:
      PURCHASE ORDER:
          [***]

<PAGE>


                                         [***] Confidential Treatment Requested

      CUSTOMER NAME:                    Horizon
          MARKET:                      Tennessee
        SITE NAME:                       [***]
      FACTORY ORDER:
      PURCHASE ORDER:
                                                      UNIT         EXTENDED
                                                      PRICE        PRICE
  ITEM    QTY          PART NUMBER       DESCRIPTION  (USD)        (USD)
  ----    ---          -----------       -----------  -----        -----

  [***]   [***]        [***]             [***]        [***]        [***]
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  [***]   [***]        [***]             [***]        [***]        [***]

<PAGE>

                                         [***] Confidential Treatment Requested


        CUSTOMER NAME:              Horizon
           MARKET:                 Tennessee
          SITE NAME:                 [***]
        FACTORY ORDER:
       PURCHASE ORDER:

           [***]

                                                 UNIT         EXTENDED
                                                 PRICE        PRICE
   ITEM    QTY      PART NUMBER     DESCRIPTION  (USD)        (USD)
   ----    ---      -----------     -----------  -----        -----
   [***]   [***]    [***]           [***]        [***]        [***]
   [***]   [***]    [***]           [***]        [***]        [***]
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