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                                                                     Exhibit 4.7


               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       AND
                       SERIES B REDEEMABLE PREFERRED STOCK
                                       OF
                        AQUIS COMMUNICATIONS GROUP, INC.


                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware


         I, D. Brian Plunkett, being the Secretary of Aquis Communications
Group, Inc., a corporation organized and existing under the General Corporation
law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY THAT:

         Pursuant to the authority conferred upon the Board of Directors of the
Corporation (the "Board of Directors") by the Restated Certificate of
Incorporation of the Corporation (the "Restated Certificate of Incorporation"),
the Board of Directors on April 29, 2002, adopted the following resolution
creating a series of 200,000 shares of Series A Convertible Preferred Stock, par
value $.01 per share, designated as Series A Convertible Preferred Stock, and
series of 301 shares of Series B Redeemable Preferred Stock, par value $.01 per
share, designated as Series B Series B Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors in accordance with the provisions of its Restated Certificate of
Incorporation, two series of Preferred Stock of the Corporation are hereby
created, and that the designations and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof, are as follows:

                      Series A Convertible Preferred Stock

         1. Designation and Number. The designation of a series of preferred
stock fixed by this resolution shall be "Series A Convertible Preferred Stock"
(the "Series A Preferred Stock") and the number of shares constituting such
series shall be 200,000.

         2. Rank. The Series A Preferred Stock shall rank (i) on parity with all
of the Corporation's Common Stock, par value $.01 per share ("Common Stock"),
(ii) prior to any class or series of capital stock of the Corporation hereafter
created either specifically ranking by its terms junior to the Series A
Preferred Stock and the Common Stock or not specifically ranking by its terms
senior to or on parity with the Series A Preferred Stock and the Common Stock
("Series A Junior Securities"); (iii) on parity with any class or series of
capital stock of the Corporation hereafter created specifically ranking by its
terms on parity with the Series A Preferred Stock and the Common Stock ("Series
A Parity Securities"); and (iv) junior to any class or series of capital stock
of the Corporation hereafter created specifically ranking by its terms senior to
the Series A Preferred Stock ("Series A Senior Securities"), in each case, as to
payment of dividends or as to distributions of assets upon liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary
(all such distributions being referred to collectively as "Distributions").


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         3. Dividends and Distributions. If any Distribution shall be made
(including, without limitation, a distribution in liquidation or a distribution
of rights) to the holders of Common Stock, the Corporation shall at the same
time pay a Distribution to the Series A Holders of the Series A Preferred Stock
on each share of Series A Preferred Stock equal to the Distributions that would
have been paid or made in respect of the shares of Common Stock into such share
of Series A Preferred Stock is convertible on the record date for the
determination of stockholders of Common Stock to be entitled to such
Distribution.

         4. Voting Rights. Each Series A Holder of Series A Preferred Stock
shall be entitled to vote on all matters as to which the holders of the Common
Stock are entitled to vote and, except as otherwise expressly provided herein,
shall be entitled to that number of votes equal to the largest number of whole
shares of Common Stock into which such Series A Holder's shares of Series A
Preferred Stock could be converted pursuant to the provisions of paragraph 5
below (without regard to any limitation on the number of shares of Common Stock
which is authorized for issuance), as of the record date for the determination
of the stockholders entitled to vote on such matters or, if no such record date
is established, at the date such vote is taken or the date any written consent
of stockholders is obtained. Except as otherwise required by law, the Series A
Holders of Series A Preferred Stock and the holders of the Common Stock shall
vote together as a single class and not as separate classes.

         5. Conversion.

            (A) Automatic Conversion. The Series A Preferred Stock shall be
automatically converted, in whole, but not in part, into fully paid and
non-assessable shares of Common Stock upon the effective date (the "Effective
Date") of an amendment to the Restated Certificate of Incorporation of the
Corporation authorizing an additional issuance of Common Stock in an amount
sufficient to permit a conversion of all issued and outstanding Series A
Preferred Stock to Common Stock of the Corporation.

            (B) Conversion Rate. Each share of Series A Preferred Stockshall be
convertible into 1,000 shares of Common Stock (the "Conversion Rate"). The
Conversion Rate shall be subject to adjustment from time to time as provided
below.

            (C) Mechanics of Conversion. Within three business days after the
Effective Time, the Corporation shall send a notice to each Series A Holder of
Series A Preferred Stock, advising such Series A Holder to surrender
certificates representing such Series A Preferred Stock, to the Corporation.
Upon presentation of such certificates, duly endorse for transfer, the
Corporation shall thereupon promptly issue and deliver at such office to such
Series A Holder a certificate or certificates for the number of shares of Common
Stock to which such Series A Holder is entitled. Such conversion will be deemed
to have been made as of the Effective Time.



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            (D) Adjustment for Subdivisions and Combinations. If the Corporation
at any time or from time to time prior to the Effective Time effects a
subdivision or combination of the shares of Common Stock (whether effected as a
stock split, reverse stock split, reclassification or otherwise), the applicable
Conversion Rate then in effect immediately prior to such event shall be
proportionately adjusted in accordance with paragraph 5(G).

            (E) Adjustment for Certain Dividends and Distributions. If the
Corporation at any time or from time to time prior to the Effective Time makes a
dividend (or other such distribution) payable in shares of Common Stock, then
and in each such event the applicable Conversion Rate then in effect shall be
appropriately adjusted as of the time of such issuance in accordance with
paragraph 5(G).

            (F) Adjustment for Reclassification. In the event that at any time
or from time to time prior to the Effective Time the shares of Common Stock
issuable upon the conversion of the Series A Preferred Stock are changed into
the same or a different number of shares of any class or classes of stock,
whether by recapitalization, reclassification or otherwise (other than a
subdivision or combination of shares provided for elsewhere in this paragraph
5), then and in any such event each Series A Holder shall have the right
thereafter to convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change by holders of the maximum number of shares of Common Stock into
which such shares of Series A Preferred Stock could have been converted
immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein.

            (G) Calculation of Adjustment to Conversion Rate. In the case of any
adjustment to the Conversion Rate required pursuant to paragraphs 5(D) and (E)
above, such adjustment shall be calculated as follows. The applicable Conversion
Rate in effect immediately prior to the event requiring such adjustment shall be
multiplied by a fraction (i) the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to the event and (ii) the
numerator of which is the number of shares of Common Stock outstanding
immediately following such event. Any such adjustment shall become effective as
follows: (i) in the case of any adjustment under paragraph 5(D), on the
effective date of any event described therein and (ii) in the case of any
adjustment under paragraph 5(E), retroactively to the record date fixed for such
dividend or distribution.

            (H) Certificate of Adjustment. In each case of an adjustment or
readjustment of the applicable Conversion Rate, the Corporation shall promptly
prepare a certificate signed by an officer of the Corporation showing such
adjustment or readjustment, and shall provide such certificate to each
registered Series A Holder of the Series A Preferred Stock. The certificate
shall set forth such adjustment or readjustment, showing in detail the facts
upon which such adjustment or readjustment is based, including a statement, if
appropriate, of (i) the applicable Conversion Rate at the time immediately
preceding and following such adjustment or readjustment, (ii) the number of
shares of Common Stock issued in the transaction requiring the adjustment (if
any) and (iii) the type and amount, if any, of other property which at the time
would be received upon conversion of the Series A Preferred Stock.


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            (I) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of Series A Preferred Stock. In lieu of any fractional
share to which the Series A Holder would otherwise be entitled, the Corporation
shall pay cash equal to the product of such fraction multiplied by the fair
market value of the Common Stock on the date of conversion. The fair market
value of the Common Stock shall be determined as follows: (i) if the Common
Stock is listed on the American Stock Exchange or the New York Exchange, on the
basis of the last reported sale price as officially reported by such exchange on
each such trading day upon which a sale shall have been effected (or if no sale
takes place on such day, the average of the closing bid and asked prices on such
day as officially quoted on such exchange) or (ii) if the Common Stock is not
listed on either the American Stock Exchange or the New York Stock Exchange, on
the basis of the last reported sale price (or if no sale takes place on such
day, the average of the highest reported bid and lowest reported asked prices)
of the Common Stock in the over-the-counter market on each such business day, as
reported by the National Association of Securities Dealers. In the event that
the market price of the Common Stock cannot be determined in accordance with the
preceding sentence, the fair market value shall mean the market value of the
Common Stock as determined in good faith by the Board of Directors of the
Corporation (which determination shall be reasonably satisfactory to the Series
A Holders of the Series A Preferred Stock).

            (J) Notices. Any notice required by the provisions of this paragraph
7 to be given to the Series A Holders of shares of the Series A Preferred Stock
will be deemed given upon the earlier of actual receipt or 72 hours after the
same has been deposited in the United States mail, by certified or registered
mail, return receipt requested, postage prepaid, and addressed to each Series A
Holder of record at the address of such Series A Holder appearing on the books
of the Corporation.

            (K) Payment of Taxes. The Corporation shall pay all taxes (other
than taxes based upon income) and other governmental charges that may be imposed
with respect to the issue or delivery of shares of Common Stock upon conversion
of shares of Series A Preferred Stock, including, without limitation, any tax or
other charge imposed in connection with any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Senior Convertible Preferred so converted were registered.

                       Series B Redeemable Preferred Stock

         1. Designation and Number. The designation of a series of preferred
stock fixed by this resolution shall be "Series B Redeemable Preferred Stock"
(the "Series B Preferred Stock") and the number of shares constituting such
series shall be 301.


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         2. Rank. The Series B Preferred Stock shall rank senior to the Common
Stock and the Series A Preferred Stock, (i) prior to any class or series of
capital stock of the Corporation hereafter created either specifically ranking
by its terms junior to the Series B Preferred Stock or not specifically ranking
by its terms senior to or on parity with the Series A Preferred Stock
(collectively with the Series A Preferred Stock and the Common Stock, "Series B
Junior Securities"); (ii) on parity with any class or series of capital stock of
the Corporation hereafter created specifically ranking by its terms on parity
with the Series B Preferred Stock ("Series B Parity Securities"); and (iii)
junior to any class or series of capital stock of the Corporation hereafter
created specifically ranking by its terms senior to the Series B Preferred Stock
("Series B Senior Securities"), in each case, as to payment of Distributions.

         3. Dividends.

            (A) Subject to the prior preferences and other rights of any Series
A Senior Stock, the holders of Series B Preferred Stock (the "Series B Holders")
shall be entitled to receive, out of funds legally available for that purpose,
cash dividends at the rate of $75.00 per annum, and no more. Such dividends
shall be cumulative from the date the first share of Series B Preferred Stock
was issued (the "Issue Date") and shall be payable in arrears, when and as
declared by the Board of Directors, on the tenth business day (each such date
being herein referred to as a "Dividend Payment Date"), following each
anniversary of the Issue Date (the "Record Date"). The annual period between
consecutive Dividend Payment Dates shall hereinafter be referred to as a
"Dividend Period." Dividends on account of arrears for any past Dividend Periods
may be declared and paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date, not exceeding 50 days preceding the
payment date thereof, as may be fixed by the Board of Directors.

            (B) In the event that full cash dividends are not paid or made
available to the Series B Holders and of any Series B Parity Securities, and
funds available shall be insufficient to permit payment in full in cash to all
such holders of the preferential amounts to which they are then entitled, the
entire amount available for payment of cash dividends shall be distributed among
the holders of the Series B Preferred Stock and of any Series B Parity
Securities ratably in proportion to the full amount to which they would
otherwise be respectively entitled, and any remainder not paid in cash to the
Series B Holders shall cumulate as provided in subparagraph 3(C) below.

            (C) If, on any Dividend Payment Date, the Series B Holders shall not
have received the full dividends provided for in the other provisions of this
paragraph 3, then such dividends shall cumulate, whether or not earned or
declared, with additional dividends thereon for each succeeding full Dividend
Period during which such dividends shall remain unpaid. Unpaid dividends for any
period less than a full Dividend Period shall cumulate on a day-to-day basis and
shall be computed on the basis of a 360 day year.

            (D) So long as any shares of Series B Preferred Stock shall be
outstanding, the Corporation shall not declare or make any Distribution on any
Series B Junior Stock whatsoever, whether in cash, property or otherwise (other
than dividends payable in shares of the class or series upon which such
dividends are declared or paid, or payable in shares of Series B Junior Stock,
together with cash in lieu of fractional shares), nor shall any Series B Junior
Stock be purchased or redeemed by the Corporation or any subsidiary thereof, nor
shall any monies be paid or made available for a sinking fund for the purchase
or redemption of any Series B Junior Stock, unless all dividends to which the
Series B Holders shall have been entitled for all previous Dividend Periods
shall have been paid or declared and a sum of money sufficient for the payment
thereof set apart.


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         4. Voting Rights. Except as required by law, the Series B Holders shall
not be entitled to vote on any matter submitted to a vote of the stockholders of
the Corporation.

         5. Distributions Upon Liquidation, Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation, subject to the prior preferences and other
rights of any Series B Senior Securities, but before any distribution or payment
shall be made to the holders of Series B Junior Securities, the Series B Holders
shall be entitled to be paid the liquidation preference (the "Liquidation
Preference") of $300,000 of all outstanding shares of Preferred Stock, as of the
date of such liquidation or dissolution or such other winding up, plus any
accrued and unpaid dividends thereon to such date, and no more, in cash or in
property taken at its fair value as determined by the Board of Directors, or
both, at the election of the Board of Directors. If such payment shall have been
made in full to the Series B Holders, and if payment shall have been made in
full to the holders of any Series B Senior Securities and Series B Parity
Securities of all amounts to which such holders shall be entitled, the remaining
assets and funds of the Corporation shall be distributed among the holders of
Series B Junior Securities, according to their respective shares and priorities.
If, upon any such liquidation, dissolution or other winding up of the affairs of
the Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series B Preferred Stock and of any
Series B Parity Securities shall be insufficient to permit the payment in full
to such holders of the preferential amounts to which they are entitled, then the
entire net assets of the Corporation remaining after the distributions to
holders of any Series B Senior Securities of the full amounts to which they may
be entitled shall be distributed among the holders of the Series B Preferred
Stock and of any Series B Parity Securities ratably in proportion to the full
amounts to which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation into or with another corporation or
corporations, nor the sale of all or substantially all of the assets of the
Corporation to another corporation or corporations shall be deemed a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph 5.


         6. Redemption by the Corporation. The Corporation shall redeem all
outstanding shares of Series B Preferred Stock on December 31, 2007, at an
aggregate purchase price equal to the Liquidation Preference, together with any
accrued but unpaid dividends thereon to and including the date of redemption,
provided however, that no shares of Series B Preferred Stock shall be redeemed
for so long as the Corporation's Restructured Senior Secured Promissory Notes
and Senior Secured Subordinate Notes remain outstanding or the Corporation is
indebted to AMRO International, S.A. pursuant to an unsecured promissory note to
be executed on August 12, 2002.


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                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by D. Brian Plunkett.


Date:    August 6, 2002


                                          AQUIS COMMUNICATIONS GROUP, INC.



                                          By:
                                              --------------------------------
                                                   D. Brian Plunkett, Secretary




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