HORIZON PCS, INC.

                              EMPLOYMENT AGREEMENT


            This  EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of
September 26, 2000 (the "Effective  Date"),  by and between Horizon PCS, Inc., a
Delaware corporation (the "Company"), and William A. McKell ("Executive").

     1. DUTIES AND SCOPE OF EMPLOYMENT.

          (a)  POSITION;  DUTIES.  The Company shall employ the Executive as the
Chief Executive  Officer and President of the Company  reporting to the Board of
Directors of the Company.  The Executive shall render business and  professional
services in the performance of his duties which are consistent with  Executive's
position within the Company, and, subject to the vote of the stockholders of the
Company, shall serve as a member of the Board of Directors of the Company.

          (b) OBLIGATIONS.  Executive shall devote his full business efforts and
time to the Company and agrees not to actively  engage in any other  employment,
occupation or  consulting  activity  without the prior  approval of the Board of
Directors of the Company. Executive represents and warrants that the performance
of his duties under this  Agreement  will not conflict or create a breach of any
other agreements or duties by which Executive is obligated or bound.

     2. EXECUTIVE  BENEFITS.  Executive  shall be eligible for (i) all Executive
benefit plans and policies currently and hereafter maintained by the Company for
its executive  officers,  subject to the terms and  conditions of such plans and
policies and (ii) such other benefits as are set forth in this Agreement.

     3. AT-WILL EMPLOYMENT. Executive and the Company understand and acknowledge
that Executive's  employment with the Company constitutes  "at-will" employment.
Executive and the Company  acknowledge that this employment  relationship may be
terminated at any time,  upon four (4) weeks prior  written  notice to the other
party, with or without cause or for any or no cause, at the option either of the
Company  or  Executive,  subject  to the  termination  provisions  set  forth in
Paragraphs 4(c) and 4(d) below.

     4. COMPENSATION.

          (a) BASE  SALARY.  While  employed  by the  Company  pursuant  to this
Agreement,  the Company shall pay the Executive as compensation for his services
a base salary at the annualized rate of $175,000 (the "Base  Salary").  The Base
Salary may be  increased  in the  discretion  of the Board of  Directors  of the
Company,  but shall not be decreased,  each year on each anniversary date of the
Effective  Date,  for so long as this Agreement  remains in effect.  Such salary
shall be paid  periodically in accordance  with the normal payroll  practices of
the Company and subject to the usual, required withholding.



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          (b) BONUSES.  In addition to Executive's Base Salary,  Executive shall
be  eligible  to receive an annual  bonus (the  "Bonus"),  equal to a maximum of
forty percent (40%) of Executive's Base Salary then in effect,  as determined in
the discretion of the Board.  The Bonus shall be payable in accordance  with the
Company's normal  practices and policies.  The Executive and the Board each year
may establish specific guidelines for the Bonus.

          (c) TERMINATION OF EMPLOYMENT.

                    (i)  DISCHARGE  FOR CAUSE.  The  Company may  discharge  the
          Executive for cause ("Cause") at any time. Upon the occurrence of such
          discharge for Cause,  this Agreement shall  terminate  except that the
          restrictions and provisions  imposed on the Executive under Sections 8
          and 9 below shall continue, and Executive shall be entitled to receive
          all previously  earned and accrued but unpaid Base Salary and benefits
          up to the  date of  termination,  but  shall  not be  entitled  to any
          further Base Salary,  benefits or any  severance  compensation  of any
          kind. For purpose of this  Agreement,  the term "Cause" shall mean (i)
          conduct by the  Executive  that  amounts to fraud,  gross  dishonesty,
          gross  negligence  or willful  misconduct  in the  performance  of his
          duties  hereunder;  or (ii)  continuous  and  material  failure by the
          Executive  to perform  his duties  hereunder  in the manner and to the
          extent  required under this Agreement and failure to cure such failure
          within 30 days  after  receipt  of  written  notice  from the Board of
          Directors; or (iii) material breach by the Executive of the obligation
          to  refrain  from  engaging  in  the  activities   prohibited  by  the
          restrictive  covenants  set forth in  Section 8 hereof;  or (iv) final
          conviction of a felonious crime; or (v) repeated  instances of drug or
          alcohol abuse.

                    (ii)  VOLUNTARY   RESIGNATION,   DEATH  OR  DISABILITY.   If
          Executive's  employment  is  terminated  as a result of his  voluntary
          resignation,  his death or Disability,  the Company shall pay or cause
          to be paid to Executive or his estate,  as applicable,  all previously
          earned and accrued but unpaid Base Salary and  benefits up to the date
          of termination, but neither Executive nor his estate shall be entitled
          to any further Base Salary,  benefits or any severance compensation of
          any kind. "Disability" means Executive is unable to perform, by reason
          of physical or mental incapacity, his duties or obligations under this
          Agreement,  for a period of one hundred twenty (120)  consecutive days
          or a total  period of two hundred ten (210) days in any three  hundred
          sixty (360) day period.

                    (iii)  OTHER  TERMINATIONS.  If  Executive's  employment  is
          terminated by the Company without Cause or by the Company or Executive
          for any reason  other than  pursuant to  Sections  4(c)(i) or 4(c)(ii)
          hereof,  Executive  shall be entitled to receive 24 months Base Salary
          (at the rate in effect on the date of  termination),  payable over the
          24 months  following such termination in accordance with the Company's
          regular payroll procedures. In addition,  notwithstanding the terms of
          the  Incentive  Stock  Option  Agreement  between  Executive  and  the
          Company,  upon  such an  employment  termination,  all  Company  stock
          options held by Executive  which had not vested as of the date of such
          employment  termination shall fully vest and become  exercisable as of
          the date of termination,  and Executive shall continue to be eligible,
          for 24 months after such a  termination,  to participate in the health


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          and  dental  benefit  plans in which he was  entitled  to  participate
          immediately  prior to  termination of  Executive's  employment.  In no
          event shall  Executive be obligated to seek other  employment  or take
          any other  action  by way of  mitigation  of the  amounts  payable  to
          Executive  under this Section  4(c)(iii),  nor shall the amount of any
          payment  hereunder be reduced by any compensation  earned by Executive
          as a result of employment by another employer.

          (d) GENERAL.  Except as  specified  in  Paragraph  4(c) or as required
under the terms of any Stock Option and any other  applicable  benefit  program,
Executive shall be entitled to no additional  compensation or benefits following
termination  of his  employment.  As a  condition  to any  payments  pursuant to
Paragraph  4(c),  Executive  shall execute and deliver a binding written release
from  Executive,  in form  satisfactory  to the Company,  releasing  any and all
claims of any kind or nature relating to the employment  relationship (including
claims for wrongful  termination or  discrimination  of any kind) that Executive
may have against the Company and/or its officers,  agents, employees,  directors
and shareholders.

     5.  EXPENSES.  The Company will pay or reimburse  Executive for  reasonable
travel,  entertainment or other expenses reasonably incurred by Executive in the
furtherance  of or in connection  with the  performance  of  Executive's  duties
hereunder in accordance with the Company's established policies.

     6.  ASSIGNMENT.  This  Agreement  shall be  binding  upon and  inure to the
benefit of (a) the heirs,  executors and legal representatives of Executive upon
Executive's  death or incapacity and (b) any successor or assign of the Company.
Any such  successor of the Company shall be deemed  substituted  for the Company
under the terms of this Agreement for all purposes. As used herein,  "successor"
shall include any person,  firm,  corporation or other business  entity which at
any time,  whether by  purchase,  merger or  otherwise,  directly or  indirectly
acquires or succeeds  to all or  substantially  all of the assets or business of
the Company. None of the rights of Executive to receive any form of compensation
payable  pursuant to this Agreement shall be assignable or  transferable  except
through a testamentary  disposition  or by the laws of descent and  distribution
upon the death of Executive. Any attempted assignment,  transfer,  conveyance or
other  disposition  (other than as  aforesaid)  of any interest in the rights of
Executive to receive any form of compensation hereunder shall be null and void.

     7. NOTICES. All notices,  requests, demands and other communications called
for  hereunder  shall be in  writing  and  shall be  deemed  given if  delivered
personally or three (3) days after being mailed by registered or certified mail,
return  receipt  requested,  prepaid  and  addressed  to the  parties  or  their
successors in interest at the following addresses, or at such other addresses as
the parties may designate by written notice in the manner aforesaid:

        If to the Company:      Horizon Personal Communications, Inc.
                                68 E. Main Street
                                Chillicothe, Ohio 45601
                                Attn:  Chief Financial Officer

        If to Executive:        William A. McKell
                                P. O. Box 1869
                                Chillicothe, OH  45601-0480



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or at the last residential address known by the Company.

     8. RESTRICTIONS ON EMPLOYMENT.

          (a) COVENANT NOT TO COMPETE (the  "Covenant Not to  Compete").  During
Executive's  employment with the Company and for a period of twelve months after
Executive's  employment  has  terminated,   Executive  shall  not,  without  the
Company's prior written consent,  directly or indirectly,  within the Restricted
Territory,  for himself or on behalf of or in conjunction with others, engage in
the  Restricted  Business in the same or similar  capacity as Executive has been
employed by the Company.

          (b) RESTRICTED BUSINESS.  "Restricted  Business" means the business of
providing wireless telecommunications services.

          (c) RESTRICTED TERRITORY. "Restricted Territory" means all territories
covered by the Sprint PCS Management Agreements,  currently in place between the
Company and one or more of its subsidiaries, on one hand, and Sprint PCS and its
affiliates, on the other hand.

          (d) NON-SOLICITATION.  During Executive's  employment with the Company
and for a period of twelve months  thereafter,  Executive shall, not directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
firm or entity, within the Restricted Territory,  initiate any action to solicit
in competition  with the  Restricted  Business or to divert or attempt to divert
from the Company the business of any customer,  person, firm or entity for which
the Company provided services in connection with the Restricted  Business at any
time during the period of twelve months  immediately  preceding the time of such
solicitation,  diversion  or  attempt  to  divert  and with whom  Executive  had
material contact in the course of Executive's employment with the Company.

          (e)  NON-RECRUITMENT.  During Executive's  employment with the Company
and for a period of twelve months  thereafter,  Executive shall not, directly or
indirectly,  for himself or behalf of or in  conjunction  with any other person,
firm or entity, initiate any action to hire for any other employer, any employee
of the Company or directly or  indirectly  cause any  employee of the Company to
leave employment in order to work for another.

          (f) GENERAL. Executive acknowledges that the Company has conducted and
expects to conduct its business throughout the Restricted Territory and that the
Company expects that during the aforesaid  period,  the Company will continue to
expand  its  business   throughout  the  Restricted   Territory  and  that  this
expectation is realistic; that Executive shall be engaged in and responsible for
the Company's  business in his executive  capacity with respect to the Company's
activities throughout the Restricted Territory;  and that because of Executive's
association  with the Company,  the  Company's  business  would be seriously and
irreparably  harmed if Executive  were to compete with the Company in the manner
prohibited  above.  The parties hereto agree and acknowledge  that money damages
may not be an  adequate  remedy  for any  actual  or  threatened  breach  of the
provisions  of this  Section  8 and that,  in  addition  to any  other  remedies
available under  applicable  law, any party may in its sole discretion  apply to
any court of law or equity of competent  jurisdiction  (without posting any bond
or deposit) for specific  performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Section 8.



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          (g)  SEVERABILITY.  The covenants and  restrictions  set forth in this
Section 8 are  intended  to conform to  applicable  law.  If,  however,  a court
determines  that any  aspect of any  covenant  or  restriction  exceeds  what is
permitted or  enforceable  by law,  then such covenant or  restriction  shall be
limited or otherwise  reformed as  necessary  to comply with and be  enforceable
under applicable law. If a court determines that any provision of this Section 8
is  unenforceable  and cannot be reformed,  then such provision  shall be deemed
eliminated  from this  Section to the  minimum  extent  necessary  to permit the
remaining provisions of this Section to be enforced.

     9.  CONFIDENTIAL  INFORMATION.  During  the  period of two (2) years  after
Executive's employment has terminated for any reason whatsoever (or, in the case
of trade secrets,  for so long as the  information  in question  remains a trade
secret) and during any period  Executive is employed by the  Company,  Executive
shall not,  without  the prior  written  consent  of the  Company,  directly  or
indirectly,  divulge,  disclose or publish to any person or entity, or reproduce
or use in any way,  except only as required for the benefit of the Company,  any
Confidential Information (as defined herein). Upon the Company's request and, in
any event,  upon the termination of Executive's  employment with the Company for
any reason  whatsoever,  Executive shall immediately return any reproductions of
Confidential  Information  to the  Company.  For  purposes  of  this  Agreement,
"Confidential  Information" means any trade secrets and any information relating
to the  Company's  business  that is  competitively  sensitive and not generally
known by the public,  including  processes,  policies,  procedures,  techniques,
designs,  drawings,  know-how,  show-how,  technical  information,   technology,
specifications,   products,   computer  programs  (including  computer  programs
developed, improved or modified by Executive for or on behalf of the Company for
use in the Company's business), algorithms, systems, methods of operation, order
entry forms, price lists,  customer lists,  customer  information,  solicitation
leads,  marketing research data, marketing and advertising materials and methods
and  manuals  and  forms,  all  of  which  pertain  to the  Company's  business.
Confidential Information does not include any information which (i) is available
in published  print or otherwise known to the public,  unless  published or made
known  as a  result  of acts or  omissions  of  Executive,  or (ii) is  lawfully
obtained by  Executive  in writing  from a third party who did not acquire  such
confidential information or trade secret, directly or indirectly, from Executive
or the Company.

     10. ENTIRE  AGREEMENT.  This Agreement  represents the entire agreement and
understanding   between  the  Company  and  Executive   concerning   Executive's
employment  relationship  with the Company,  and supersedes and replaces any and
all  prior  agreements  and  understandings  concerning  Executive's  employment
relationship with the Company.

     11. ARBITRATION AND EQUITABLE RELIEF.

          (a) To the extent  permitted by applicable law,  Executive agrees that
any dispute or controversy  arising out of,  relating to, or in connection  with
this Agreement,  or the  interpretation,  validity,  construction,  performance,
breach,  or  termination  thereof shall be settled by  arbitration to be held in
Columbus,  Ohio, in  accordance  with the National  Rules for the  Resolution of
Employment Disputes then in effect of the American Arbitration  Association (the


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"Rules").  The arbitrator may grant  injunctions or other relief in such dispute
or controversy.  The decision of the arbitrator  shall be final,  conclusive and
binding  on the  parties  to the  arbitration.  Judgment  may be  entered on the
arbitrator's decision in any court having jurisdiction.

          (b) The  arbitrator  shall apply Ohio law to the merits of any dispute
or  claim,  without  reference  to rules of  conflict  of law.  The  arbitration
proceedings  shall be  governed  by  federal  arbitration  law and by the Rules,
without reference to state arbitration law.  Executive hereby expressly consents
to the personal jurisdiction of the state and federal courts located in Ohio for
any action or  proceeding  arising  from or  relating to this  Agreement  and/or
relating to any arbitration in which the parties are participants.

          (c)  Executive  understands  that  nothing in this Section 11 modifies
Executive's  at-will  status.  Either the Company or Executive can terminate the
employment relationship on four (4) weeks written notice, with or without cause,
subject to the termination provisions in Section 4 above.

          (d) EXECUTIVE  UNDERSTANDS  THAT BY SIGNING THIS AGREEMENT,  EXECUTIVE
AGREES TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION
WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE  CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE
RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

                    (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT;
          BREACH OF CONTRACT,  BOTH EXPRESS AND IMPLIED;  BREACH OF THE COVENANT
          OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR
          INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
          MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT
          OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

                    (ii) ANY AND ALL CLAIMS FOR  VIOLATION OF ANY FEDERAL  STATE
          OR MUNICIPAL STATUTE,  INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE
          CIVIL  RIGHTS  ACT OF 1964,  THE  CIVIL  RIGHTS  ACT OF 1991,  THE AGE
          DISCRIMINATION   IN  EMPLOYMENT   ACT  OF  1967,  THE  AMERICANS  WITH
          DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT.

                    (iii) ANY AND ALL CLAIMS  ARISING  OUT OF ANY OTHER LAWS AND
          REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.



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          (e) Notwithstanding any provision herein to the contrary, this Section
11 shall not apply to any dispute or controversy  arising under Section 8 or the
interpretation,  validity,  construction,  performance,  breach  or  termination
thereof.

          12. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision.

          13. NO ORAL  MODIFICATION,  CANCELLATION OR DISCHARGE.  This Agreement
may only be amended,  canceled or discharged in writing  signed by Executive and
the Company.

          14. WITHHOLDING.  The Company shall be entitled to withhold,  or cause
to be withheld,  from payment any amount of  withholding  taxes  required by law
with respect to payments  made to Executive in  connection  with his  employment
hereunder.

          15.  GOVERNING LAW. This  Agreement  shall be governed by the internal
laws of the State of Ohio.

          16.  ACKNOWLEDGMENT.  Executive  acknowledges  that  he  has  had  the
opportunity  to discuss  this  matter  with and obtain  advice  from his private
attorney,  has  had  sufficient  time  to,  and has  carefully  read  and  fully
understands  all  the  provisions  of  this  Agreement,  and  is  knowingly  and
voluntarily entering into this Agreement.

     IN WITNESS  WHEREOF,  the  undersigned  have executed this Agreement on the
respective dates set forth below.

                                    HORIZON PCS, INC.


                                    By:     /s/ Pete Holland
                                            ---------------------------------
                                    Title:  CFO
                                            ---------------------------------
                                    Date:   11/28/00
                                            ---------------------------------


                                    /s/ William A. McKell
                                    ---------------------------------
                                    William A. McKell

                                    Date: 11-29-00
                                          ---------------------------------


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