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                                                                     Exhibit 4.5

                                    SERIES B

                          COMMON STOCK PURCHASE WARRANT
                                       OF
                        AQUIS COMMUNICATIONS GROUP, INC.

         Aquis Communications Group, Inc., a Delaware corporation (the
"Company"), hereby agrees that, for value received, DESERT COMMUNICATIONS I,
LLC, a Delaware limited liability company ("Desert"), or its assigns, is
entitled, subject to the terms set forth herein, to purchase from the Company at
any time or from time to time upon the occurrence of a Trigger Event and subject
to Section 2(e) hereof and before the Expiration Time (as defined below),
22,394,842 shares of Common Stock, subject to adjustment in the number of such
shares as set forth herein, at a price per share of $0.01.

1.    Definitions. The following terms when used in this Warrant will have the
      following meanings:

      "Act" shall mean the United States Securities Act of 1933, as amended.

      "AMRO Agreement" shall mean that certain Agreement, dated July 1, 2002, by
      and between the Company and AMRO International S.A.

      "Common Stock" is the authorized common shares of the Company, $0.01 par
      value per share.

      "Exercise Price" shall mean $0.01 per share of Common Stock, subject to
      adjustment as provided in this Warrant.

      "Expiration Time" shall mean the earlier of (x) 5:00 p.m., New York time,
      on August 12, 2012, and (y) the time upon which the Company fully repays
      (from sources other than refinancing, except in the amount of the Tranche
      A Note then outstanding with payment terms similar to the Tranche A Note)
      all of its obligations under and pursuant to the Tranche A Note prior to
      the occurrence of a Trigger Event.

      "FINOVA" shall mean FINOVA Capital Corporation, a Delaware corporation.

      "Holder" is the registered holder of this Warrant.

      "Registration Statement" shall mean a registration statement filed under
      the Act.

      "Restructuring Loan Agreement" shall mean that certain Second Amended and
      Restated Loan Agreement, dated August 12, 2002, by and between Aquis
      Wireless Communications, Inc., a Delaware corporation and wholly owned
      subsidiary of the Company, and FINOVA.


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      "Sale Transaction" shall mean the sale of all or substantially all of the
      assets or capital stock of the Company, or the merger, consolidation or
      reorganization of the Company.

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Securities" are all or any part of the Common Stock purchased by the
      Holder or purchasable by the Holder upon the exercise of the Warrant.

      "Tranche A Note" shall mean that certain senior secured promissory note in
      principal amount of $7,000,000 issued by the Company to FINOVA on August
      12, 2002.

      "Trigger Event" shall mean the first to occur of (w) a Sale Transaction,
      (x) the sale of in excess of 50% of the capital stock of the Company, (y)
      a default by the Company under the Restructuring Loan Agreement or under
      the AMRO Agreement, or (z) September 30, 2005.

      "Warrant" shall mean the warrant evidenced by this document.

      "Warrant Shares" shall mean the shares of Common Stock issuable upon
      exercise of this Warrant.

2.    Exercise of Warrant.

      (a)   Except as provided for in Section 2(b) hereof, the purchase rights
            exercisable under this Warrant shall be exercised by the Holder
            surrendering this Warrant with the form of subscription attached
            hereto duly executed by such Holder, to the Company at its principal
            office, accompanied by payment, in cash or by certified or cashier's
            check payable to the order of the Company, of the purchase price
            payable in respect of the Common Stock being purchased, and
            accompanied by any other document reasonably required by the Company
            to be executed by Holder acknowledging the applicable restrictions
            on the transfer of the Common Stock being purchased as set forth in
            Section 11 hereof. Such duly executed subscription shall constitute
            the Holder's acknowledgment of and undertaking to comply to the
            satisfaction of the Company and its counsel, acting reasonably, with
            all applicable laws and all rules, regulations and policies of each
            stock exchange upon which the Common Stock may from time to time be
            listed or traded and of any other applicable regulatory authorities.

      (b)   At the option of Holder, this Warrant may be exercised, at any time
            or from time to time, in the following "cashless exercise"
            transactions:

            (i)   The Holder shall have the right to convert, in whole or in
                  part, the Warrants (the "Conversion Right") at any time prior
                  to the Expiration Date, into shares of Common Stock in
                  accordance with the provisions of this paragraph by the Holder
                  tendering to the Company written notice of exercise of such
                  Conversion Right together with delivery of this Warrant to the
                  Company. All documentation and procedures to be followed in
                  connection with such "cashless exercise" shall be approved in
                  advance by the Company, which approval shall be expeditiously
                  provided and not unreasonably withheld.


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            (ii)  Upon written notice of exercise of such Conversion Right from
                  the Holder to the Company that the Holder is exercising this
                  Warrant in whole or in part and as consideration of such
                  exercise is authorizing the Company to withhold from issuance
                  a number of shares of Common Stock issuable upon exercise of
                  this Warrant, the Company shall deliver to the Holder (without
                  payment by the Holder of the aggregate Purchase Price) that
                  number of shares of Common Stock equal to the quotient
                  obtained by dividing (x) the Spread Value by (y) the Fair
                  Market Value of one share of Common Stock immediately prior to
                  the exercise of the Conversion Right. The shares withheld by
                  the Company shall no longer be issuable under this Warrant.

            (iii) Fair Market Value of a share of Warrant Shares as of a
                  particular date (the "Determination Date") shall mean:

                  a.    If the Warrant Shares are principally traded on a U.S.
                        exchange or are quoted on the Nasdaq National Market or
                        the Nasdaq SmallCap Market ("Nasdaq"), then the average
                        of the closing or last sale price, respectively,
                        reported for the five trading days during which there as
                        any trading activity in the Warrant Shares immediately
                        preceding the Determination Date.

                  b.    If the Warrant Shares are not traded on an exchange or
                        on Nasdaq but are traded in the over-the-counter market
                        or other similar organization (including the OTC
                        Bulletin Board), then the average of the closing bid and
                        ask prices reported for the five trading days during
                        which there as any trading activity in the Warrant
                        Shares immediately preceding the Determination Date.

                  c.    If the Warrant Shares are not traded as provided above,
                        then the price determined in good faith by the Board of
                        Directors of the Company, provided that (A) the basis or
                        bases of each such determination shall be set forth in
                        the corporate records of the Company pertaining to
                        meetings and other actions of such board and (B) such
                        records are available to the Holder for inspection
                        during normal business hours of the Company upon the
                        giving of reasonable prior notice.


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                  d.    If the Determination Date is the date of a liquidation,
                        dissolution or winding up, or any event deemed to be a
                        liquidation, dissolution or winding up pursuant to the
                        Company's certificate of incorporation, then all amounts
                        to be payable per share to Holders of the securities
                        then comprising Warrant Shares pursuant to the charter
                        in the event of such liquidation, dissolution or winding
                        up, plus all other amounts to be payable per share in
                        respect of the Warrant Shares in liquidation under the
                        certificate of incorporation, assuming for the purposes
                        of this clause (d) that all of the shares of Warrant
                        Shares then issuable upon exercise of all of the
                        Warrants are outstanding at the Determination Date.

            (iv)  The term "Spread Value" shall mean (i) the number of shares
                  exercised at a given time multiplied by the Fair Market Value
                  of one share of Common Stock, less (ii) aggregate applicable
                  Exercise Price.

            (c)   In case of the purchase of less than all the Common Stock
                  purchasable under this Warrant, the Warrant shall remain
                  exercisable in respect of the balance of the Common Stock on
                  the terms and conditions set forth herein. Alternatively, if
                  less than all of the Common Stock purchasable under this
                  Warrant is purchased, the Company may, upon such exercise,
                  execute and deliver to the Holder a new Warrant (dated the
                  date thereof but otherwise containing terms identical to this
                  Warrant) evidencing the number of shares of the Common Stock
                  not so purchased.

            (d)   As soon as practical after the exercise of this Warrant and
                  payment of the purchase price, the Company will cause to be
                  issued in the name of and delivered to the Holder, or as such
                  Holder may direct, a certificate or certificates representing
                  the shares purchased, provided that if any law or regulation
                  requires the Company to take any action with respect to the
                  Common Stock to be purchased before the issuance thereof, then
                  the date of delivery of such shares of Common Stock shall be
                  extended for the period necessary to take such action. The
                  Company may require that such certificate or certificates
                  contain on the face thereof a legend substantially as follows:

                  "No sale, offer to sell or transfer of the shares represented
                  by this certificate shall be made unless a registration
                  statement under the federal Securities Act of 1933, as
                  amended, with respect to such shares is then in effect or an
                  exemption from the registration requirements of such Act and
                  any applicable state law is then in fact applicable to such
                  shares."

         (e)      Notwithstanding anything contained in this Warrant to the
                  contrary, except in the event of a Sale Transaction, the
                  Warrant shall not be exercisable to the extent that, as a
                  result of and immediately following such exercise, FINOVA will
                  be deemed to beneficially own in excess of 79.99% of the
                  issued and outstanding shares of Common Stock (in any case, as
                  determined by the Holder, in its sole and absolute
                  determination, with the Holder providing written notice of
                  such determination to the Company at the time of any exercise
                  of the Warrant).


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3.    Reservation of Common Stock. A number of shares of Common Stock sufficient
      to provide for the exercise of the Warrant upon the basis herein set forth
      shall at all times be reserved by the Company for the exercise thereof.

4.    Fractional Shares. No fractional shares of Common Stock are to be issued
      upon the exercise of the Warrant, but the Company shall pay a cash
      adjustment in respect of any fraction of a share which would otherwise be
      issuable in an amount equal to the same fraction of the market price per
      share of Common Stock on the day of exercise as determined in good faith
      by the Company.

5.    Exchange, Transfer, Assignment or Loss of Warrant. The rights and
      obligations of Holder hereunder are assignable with respect to all or any
      portion of the shares of Common Stock purchasable hereunder to any person.
      Notwithstanding the foregoing, no right or obligation under this Warrant
      is assignable unless the Company has received an opinion of counsel
      reasonably satisfactory in form and substance to counsel for the Company
      that such transaction will not violate the registration requirements of
      the Act or any applicable state or provincial law governing the sale of
      securities. Upon surrender of this Warrant to the Company or at the office
      of its stock transfer agent, if any, with the Assignment Form annexed
      hereto duly executed and funds sufficient to pay any transfer tax, the
      Company will prepare and deliver to the assignor and assignee, a new
      warrant covering the warrants to purchase shares of Common Stock assigned
      and retained, under the same terms and conditions as this Warrant, with
      the name of Holder substituted for the assignee with respect to assigned
      warrants to purchase shares of Common Stock. This Warrant may be divided
      or combined with other Warrants which carry the same rights upon
      presentation hereof at the office of the Company or at the office of its
      stock transfer agent, if any, together with a written notice specifying
      the names and denominations in which new Warrants are to be issued and
      signed by the Holder hereof. The term "Warrant" as used herein includes
      any Warrants into which this Warrant may be divided or exchanged. Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation of this Warrant, and (in the case
      of loss, theft or destruction) of indemnification agreement reasonably
      satisfactory to the Company, and upon surrender and cancellation of this
      Warrant, if mutilated, the Company will execute and deliver a new Warrant
      of like tenor.

6.    Rights of the Holder. The Holder shall not, by virtue of this Warrant, be
      entitled to any rights of a stockholder in the Company, either at law or
      equity, and the rights of the Holder are limited to those expressed in the
      Warrant and are not enforceable against the Company except to the extent
      set forth herein.

7.    Anti-Dilution Provisions. The Exercise Price in effect at any time and the
      number and kind of securities purchasable upon exercise of each Warrant
      shall be subject to adjustment as follows:


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      (a)   In the event there is any change in the Common Stock of the Company
            by reason of any reorganization, recapitalization, stock split,
            stock dividend or otherwise, there shall be substituted for or added
            to each share of Common Stock theretofore appropriated or thereafter
            subject, or which may become subject, to this Warrant the number and
            kind of shares of stock or other securities into which each
            outstanding share of Common Stock shall be so changed or for which
            each such share shall be exchanged, or to which each such share be
            entitled, as the case may be, and the per share price thereto also
            shall be appropriately adjusted.

      (b)   The Company may retain a firm of independent public accountants of
            recognized standing selected by the Board of Directors (who may be
            the regular accountants employed by the Company) to make any
            computation required by this Section 7, and a certificate signed by
            such firm shall be conclusive evidence of the correctness of such
            adjustment.

      (c)   Irrespective of any adjustments in the Exercise Price or the number
            or kind of shares purchasable upon exercise of Warrants, Warrants
            theretofore or thereafter issued may continue to express the same
            price and number and kind of shares as are stated in this and
            similar Warrants initially issued by the Company.

8.    Reorganization, Reclassification or Merger. In case of any capital
      reorganization or any reclassification of the shares of Common Stock of
      the Company, or in the case of any consolidation with or merger or
      amalgamation of the Company into or with another corporation, or the sale
      of all or substantially all of its assets to another corporation effected
      in such a manner that the holders of Common Stock shall be entitled to
      receive stock, securities or assets with respect to or in exchange for
      Common Stock, then, as a part of such reorganization, reclassification,
      consolidation, merger, amalgamation or sale, as the case may be, lawful
      provision shall be made so that the Holder shall have the right thereafter
      to receive, upon the exercise hereof, the kind and amount of shares of
      stock or other securities or property which the Holder would have been
      entitled to receive if, immediately prior to such reorganization,
      reclassification, consolidation or merger, the Holder had held the number
      of shares of Common Stock which were then purchasable upon the exercise of
      the Warrant had the Warrant been exercised. In any such case, appropriate
      adjustment (as determined in good faith by the Board of Directors of the
      Company) shall be made in the application of the provisions set forth
      herein with respect to the rights and interest thereafter of the Holder,
      to the end that the provisions set forth herein (including provisions with
      respect to adjustments of the exercise price) shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of
      stock or other property thereafter deliverable upon the exercise of the
      Warrant.

9.    Other Events. If any change in the outstanding Common Stock of the Company
      or any other event occurs as to which the provisions of Section 7 or
      Section 8 are not strictly applicable or if strictly applicable would not
      fairly protect the purchase rights of the Holder in accordance with such
      provisions, then the Board of Directors of the Company shall make an
      adjustment in the number and class of shares available under the Warrant,
      the Exercise Price or the application of such provisions, so as to protect
      such purchase rights as aforesaid. The adjustment shall be such as will
      give the Holder upon exercise for the same aggregate Exercise Price the
      total number, class and kind of shares as he would have owned had the
      Warrant been exercised prior to the event and had he continued to hold
      such shares until after the event requiring adjustment. All calculations
      under this Warrant shall be made to the nearest one-tenth of a cent.


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10.   Adjustments for Other Dividends and Distributions. If the Company at any
      time or from time to time during the term of this Warrant makes, or fixes
      a record date for the determination of holders of Common Stock entitled to
      receive a dividend or other distribution whether payable in securities of
      the Company or in other consideration other than shares of Common Stock,
      in each such event provision will be made so that the Holder will receive
      upon exercise of this Warrant, in addition to the number of shares of
      Common Stock receivable thereupon, the amount of other securities of the
      Company or consideration that it would have received had this Warrant been
      exercised on the date of such event and had it thereafter, during the
      period from the date of such event to and including the exercise date,
      retained such securities or consideration receivable by Holder as
      aforesaid, subject to all other adjustments called for during such period
      under this Warrant with respect to the rights of the Holder hereunder or
      with respect to such other securities or consideration, if applicable, by
      their terms.

11.   Restriction on disposition. Neither the issuance of the Warrant nor the
      issuance of the shares of Common Stock issuable upon exercise of the
      Warrant has been registered under the Act or any applicable state law. The
      Warrant is issued to the Holder on the condition that the Warrant and any
      Common Stock purchased upon exercise of the Warrant are or will be
      purchased for investment purposes and not with an intent to distribute the
      same. All shares of Common Stock acquired by Holder upon exercise of this
      Warrant shall be subject to the restrictions on sale, encumbrance and
      other disposition contained in the Company's By-laws, or imposed by
      applicable U.S. and state and federal laws or regulations regarding the
      registration or qualification of such acquisition of shares of Common
      Stock, and may not be sold or otherwise disposed of unless the Company has
      received an opinion of counsel reasonably satisfactory in form and
      substance to counsel for the Company that such transaction will not
      violate the registration requirements of the Act or any applicable state
      law regulating the sale of securities.

12.   Officer's Certificate. Whenever the Exercise Price shall be adjusted as
      required by the provisions of Section 7, Section 8 or Section 9 of this
      Warrant, the Company shall forthwith file in the custody of its Secretary
      or an Assistant Secretary at its principal office and with its transfer
      agent, if any, an officer's certificate showing the adjusted Exercise
      Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a
      statement of the number of additional shares of Common Stock, if any, and
      such other facts as shall be necessary to show the reason for and the
      manner of computing such adjustment. Each such officer's certificate shall
      be made available at all reasonable times for inspection by the Holder or
      any holder of a Warrant.


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13.   Notices to Warrant Holders. So long as this Warrant shall be outstanding,
      (1) if the Company shall pay any dividend or make any distribution upon
      Common Stock (other than a regular cash dividend payable out of retained
      earnings) or (2) if the Company shall offer to the holders of Common Stock
      for subscription or purchase by them any share of any class or any other
      rights or (3) if any capital reorganization of the Company,
      reclassification of the capital stock of the Company, consolidation or
      merger of the Company with or into another corporation, sale, lease or
      transfer of all or substantially all of the property and assets of the
      Company to another corporation, or voluntary or involuntary dissolution,
      liquidation or winding up of the Company shall be effected, then in any
      such case, the Company shall cause to be mailed by certified mail to the
      Holder, at least fifteen days prior to the date specified in clauses (i)
      and (ii), as the case may be, of this Section 13 a notice containing a
      brief description of the proposed action and stating the date on which (i)
      a record is to be taken for the purpose of such dividend, distribution or
      rights, or (ii) such reclassification, reorganization, consolidation,
      merger, conveyance, lease, dissolution, liquidation or winding up is to
      take place and the date, if any is to be fixed, as of which the holders of
      Common Stock or other securities shall receive cash or other property
      deliverable upon such reclassification, reorganization, consolidation,
      merger, conveyance, dissolution, liquidation or winding up. Mailed or
      telecopied communications shall be directed as follows unless written
      notice of a change of address or telecopier number has been given in
      writing in accordance with this Section:

      If to Holder:    Holder's Address appearing on the books of the Company

      If to Company:   Aquis Communications Group, Inc.
                       1719A Route 10, Suite 300, Parsippany, New Jersey 07054
                       Telecopier No. (973) 560-8004

14.   Miscellaneous. Whenever reference is made herein to the issue or sale of
      shares of Common Stock, the term "Common Stock" shall include any stock of
      any class of the Company other than preferred stock with a fixed limit on
      dividends and a fixed amount payable in the event of any voluntary or
      involuntary liquidation, dissolution or winding up of the Company. The
      Company will not, by amendment of its Articles of Incorporation or through
      reorganization, consolidation, merger, dissolution or sale of assets, or
      by any other voluntary act or deed, avoid or seek to avoid the observance
      or performance of any of the covenants, stipulations or conditions to be
      observed or performed hereunder by the Company, but will, at all times in
      good faith, assist, insofar as it is able, in the carrying out of all
      provisions hereof and in the taking of all other action which may be
      necessary in order to protect the rights of the Holder against dilution.

      The representations, warranties and agreements herein contained shall
      survive the exercise of this Warrant. References to the "Holder" includes
      the immediate Holder of shares of Common Stock purchased on the exercise
      of this Warrant.

      All shares of Common Stock or other securities issued upon the exercise of
      the Warrant shall be validly issued, fully paid and nonassessable.


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15.   Binding Effect. This Warrant shall inure to the benefit of and be binding
      upon the parties hereto and their respective heirs, executors,
      administrators, successors and assigns. If possible, this Warrant shall be
      construed along with and in addition to any other agreement which the
      Company and Holder may enter into, but any provisions in this Warrant
      which contradicts any provision of any other agreement shall take
      precedence and be binding over such other provision.

16.   Governing Law; Waiver of Jury Trial. This Warrant shall be governed by,
      and construed in accordance with, the internal laws of the State of New
      York, and without giving effect to choice of laws provisions. The Company
      and the Holder waive all right to trial by jury in any action, suit or
      proceeding brought to enforce or defend any rights or remedies arising
      under or in connection with this Warrant, whether grounded in tort,
      contract or otherwise.

17.   Descriptive Headings. Descriptive headings of the sections of this Warrant
      are inserted for convenience only and shall not control or effect the
      meaning or construction of any of the provisions hereof.


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         IN WITNESS WHEREOF, this Warrant has been duly executed by Aquis
Communications Group, Inc., as of the 12th day of August 2002.

                                               AQUIS COMMUNICATIONS GROUP, INC.


                                               By:   /s/Eugene I. Davis
                                                   -----------------------------
                                                   Name: Eugene I. Davis
                                                   Title: President & CEO


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EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

To Aquis Communications Group, Inc.:

         The undersigned, the holder of the within warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder * ________________________ shares of the common stock of
Aquis Communications Group, Inc., and herewith makes payment of $ _____________
therefor, and requests that the certificates for such shares be issued in the
name of, and be delivered to, whose address is ________________________________
and social security or tax identification number is __________________________.

Dated:
      --------------------         --------------------------------------------

                                    (Signature must conform in all respects to
                                    the name of holder as specified on the face
                                    of the warrant)


                                    --------------------------------------------
                                     Address


                                    --------------------------------------------
                                    City              State            Zip Code

In the presence of:


------------------------

*     Insert here all or such portion of the number of shares called for on the
      face of the within Warrant with respect to which the holder desires to
      exercise the purchase right represented thereby, without adjustment for
      any other or additional stock, other securities, property or cash which
      may be deliverable on such exercise.


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                                 ASSIGNMENT FORM
                (TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)

      For value received, the undersigned hereby sells, assigns and transfers
unto______________________________________________________ whose address is
__________________________________ and social security or tax identification
number is _______________________________the right represented by the within
warrant to purchase _________________ of the shares of common stock of Aquis
Communications Group, Inc. to which the within warrant relates, and appoints
________________________________________ , attorney to transfer said right on
the books of Aquis Communications Group, Inc. with full power of substitution
in the premises.


Dated:
      --------------------         --------------------------------------------

                                    (Signature must conform in all respects to
                                    the name of holder as specified on the face
                                    of the warrant)


                                    --------------------------------------------
                                     Address


                                    --------------------------------------------
                                    City              State            Zip Code

In the presence of:


------------------------

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