July 3, 2000

by Horizon PCS
August 23rd, 2000

July 3, 2000

Bill McKell
Horizon Personal Communications
68 East Main Street
Chillicothe, OH   45601


According to our most recent Build-Out Compliance Report dated 3-31-00,  Horizon
is materially in compliance with respect to its build-out  commitment in Exhibit
2.1.  There are,  however,  six BTA's where  Horizon's  covered pop numbers fall
short of the exact build-out requirement.

BTA                                 Current Covered Pops Shortfall

Roanoke                                      -6,556
Fairmont                                     -5,574
Martinsville                                 -3,169
Lynchburg                                    -2,707
Staunton-Waynesboro                            -536
Danville                                        -31

At this time  Sprint PCS does not  consider  these  shortfalls  to be a material
breach,  however,  we do expect that Horizon will take steps to meet 100% of its
build-out  commitment  in these BTAs by December  31, 2000.  In  reviewing  your
future  build-out  plans and the  resulting  covered  pops for these  BTA's,  it
appears that you will be in full compliance with Exhibit 2.1 in these BTA's well
before that date.

Also, in reviewing your overall build-out plans, it appears that those plans are
consistent with Exhibit 2.1.  Assuming Horizon is able to fulfill all aspects of
those build-out plans,  Horizon's build-out will be fully compliant with Exhibit
2.1 in all markets.


/s/ Scott Fisher
Scott Fisher
Director Affiliate Relations