NETWORK SERVICES AGREEMENT



                                 BY AND BETWEEN



                        WEST VIRGINIA PCS ALLIANCE, L.C.



                           VIRGINIA PCS ALLIANCE, L.C.

                                       AND



                      HORIZON PERSONAL COMMUNICATIONS, INC.



                           DATED AS OF AUGUST 12, 1999



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                           NETWORK SERVICES AGREEMENT



This  Network  Services  Agreement  is dated as of August 12,  1999  ("Effective

Date") by and between West  Virginia  PCS  Alliance,  L.C.,  a Virginia  limited

liability company (the "WV Alliance"),  Virginia PCS Alliance,  L.C., a Virginia

limited liability company (the "VA Alliance"),  (collectively, the "Alliances");

and Horizon Personal Communications, Inc., an Ohio corporation ("Horizon").



                                    RECITALS



A. The Alliances own broadband personal communications services ("PCS") licenses

and own and operate a PCS network  (the  "Alliances'  Network")  and provide PCS

services  in several  geographic  markets,  including  the  Markets  (as defined

below).



B.  Subject to the terms and  conditions  contained in this  Agreement,  Horizon

desires to purchase PCS Service (as defined below) from the Alliances and market

and sell the  service  to  Horizon  End Users (as  defined  below) as  Horizon's

Private Label Service (as defined below),  and the Alliances  desire to sell PCS

Service to Horizon.



     NOW,  THEREFORE,  and in consideration of the above premises and the mutual

promises  set  forth in this  Agreement,  the  Alliances  and  Horizon  agree as

follows:



1.   DEFINITIONS



     "Affiliate"  means  a  person  or  entity  that,  directly  or  indirectly,

controls,  is  controlled by or is under common  control with another  person or

entity.



     "Agreement" means this agreement and all of its Schedules and Exhibits.



     "Alliances' Customer" means any person, other than Horizon, purchasing from

the Alliances (i) PCS service or (ii) any other services offered for sale by the

Alliances.



     "Alliances' Network" has the meaning assigned to the term in the Recitals.



     "CFW" means CFW Communications Company, a Virginia corporation.



     "Effective Date" has the meaning assigned to the term in the Preamble.



     "ESN" means the electronic equipment number for each handset.



     "Facilities" means the  telecommunications  switching equipment,  cell site

transceiver equipment, towers, connecting circuits, software and other equipment

installed, maintained, expanded, modified or replaced by the Alliances to render

PCS Service within a Market.



     "FCC" means the Federal Communication Commission or any successor agency.



                                       1

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     "Governmental Authority" means any nation or government, any state or other

political subdivision thereof, or any entity exercising executive,  legislative,

judicial, regulatory or administrative functions of or pertaining to government,

including the FCC.



     "Handsets"  means the mobile  handsets  to be used by Horizon End Users and

any other terminal  equipment designed to be used by Horizon End Users and to be

compatible with Sprint PCS networks.



     "Horizon" has the meaning assigned to the term in the Preamble.



     "Horizon End User" means any person  purchasing  Private Label Service from

Horizon,  including without  limitation  customers of Sprint PCS, customers of a

Sprint PCS  Manager  and  customers  of a PCS  operator  who uses the Sprint PCS

service  marks as its primary or  secondary  service  marks  throughout  its PCS

operations.



     "Horizon  Retail  Location"  means  a  retail  establishment  which  has an

agreement to sell either  Horizon or Sprint PCS Handsets which is located within

an area that could be  reasonably  assumed to have  on-street  coverage  from an

Alliance cell site or could  otherwise be  reasonably  expected to be within the

PCS Service Coverage Area as defined in Schedule 7.7.



     "Interim  Agreement" means the Network Agreement,  dated as of November 11,

1998, among Horizon, WV Alliance and VA Alliance.



     "Licenses" means the PCS licenses issued by the FCC to the Alliances, which

authorize the provision of PCS services in the Markets.



     "Management Agreement" means the Management Agreement,  dated June 8, 1998,

by and between Horizon and Sprint PCS, as amended from time to time.



     "Markets"  means the Basic  Trading Areas (as defined by the FCC) set forth

in Schedule 1 (Markets) in which PCS Service is to be made  available to Horizon

pursuant to this Agreement and the Licenses. A "Market" is any one of such Basic

Trading  Areas.  Schedule 1 may be updated to include  additional  BTAs based on

mutual written  agreement by the parties.  Such additional BTAs may include BTAs

for which one or more owners of the  Alliances  (rather  than the WV Alliance or

the VA Alliance) presently control the Licenses.



     "MIN" means a mobile identification telephone number.



     "PCS" means all radio  communications  that encompass  mobile and ancillary

fixed  communication  as set  forth  in 47  C.F.R.  Part  24.5,  which as of the

Effective Date utilizes frequency bands approaching 1.9 gigahertz in broadband.



     "PCS Service" means the PCS service provided to Horizon by the Alliances as

more particularly described in Schedule 2 (PCS Service and Pricing). PCS Service

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