Exhibit 4.1


                        SECURITIES SUBSCRIPTION AGREEMENT


Arc Communications Inc.
788 Shrewsbury Avenue
Tinton Falls, NJ 07724


         The  undersigned  investor (the  "Investor")  hereby agrees to purchase
shares of common  stock,  par value $0.001 per share  ("Common  Stock"),  of Arc
Communications  Inc., a New Jersey corporation (the "Company"),  together with a
warrant to purchase  Common Stock of the Company (the  "Warrant"),  on the terms
and conditions set forth in this subscription agreement (this "Agreement").

1. Subscription. Subject to the terms and conditions hereof, the Investor hereby
irrevocably subscribes for, purchases and accepts the shares of Common Stock and
the Warrant  (the Common  Stock and the Warrant  shall  sometimes be referred to
herein together as the "Securities") as follows:

         Investor's name: ______________________________________________________
                      (Exact name as it should appear on the stock certificate.)

         Investment Amount: _____________________ ("Total Purchase Price")

         Price per share of  Common  Stock  (the  "Purchase  Price"):  Seven and
One-Half Cents ($.075)

         Number of shares of Common Stock
              (Total Purchase Price divided by $.075):
                                                  _________ ("Purchased Shares")

         Number of shares of Common Stock subject to
              Warrant (50% multiplied by Purchased Shares):
                                                     ________ ("Warrant Shares")

In consideration  for the issuance of the Securities  listed above, the Investor
tenders  herewith to the account of Westerman  Ball Ederer  Miller & Sharfstein,
LLP,  counsel for the Company  ("WBEMS"),  who shall act as escrow agent for the
Company,  the Total Purchase  Price,  by certified or bank check to the order of
"WBEMS, as escrow agent for Arc Communications Inc.", or by wire transfer of the
Total  Purchase  Price to the  account  of WBEMS,  each in  accordance  with the
instructions  set forth on Exhibit A hereto.  The Investor and the Company agree
that this Agreement shall be irrevocable.

<PAGE>

2.       Acceptance of Subscription.

         (a) The Investor acknowledges and agrees that the Company has the right
to accept or reject this  Agreement in whole or in part in its sole and absolute
discretion.  This Agreement shall not bind the Company until accepted by it (the
"Acceptance Date"). Any interest earned on funds sent to the Company pursuant to
Section 1 hereof  will be for the account of the  Company if this  Agreement  is
accepted.  This  Agreement is made subject to the terms and conditions set forth
below.

3.  Representations  and  Warranties of the Investor.  The Investor  represents,
warrants and agrees as follows, and the Investor  acknowledges that the Investor
has full  knowledge  that the Company  intends to rely on such  representations,
warranties and agreements:

         (a) Exempt Transaction;  Unregistered  Shares. The Investor understands
that the Securities are being offered and sold under one or more exemptions from
registration  provided  for under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  and that the  Company's  reliance  upon such  exemptions is
predicated,  in part,  upon the  Investor's  representations  and warranties set
forth in this  Agreement;  that the  Securities  cannot be  resold or  otherwise
disposed of unless subsequently registered under the Securities Act or unless an
exemption  from such  registration  is available and the Investor  agrees not to
resell  or  otherwise  dispose  of all or any part of the  Securities  except as
permitted  by  law,  including,  without  limitation,  any  and  all  applicable
regulations under the Securities Act; that the Company does not have any present
intention  of  registering  the  Securities;  that the  Investor  must  bear the
economic risk of all or part of its  investment for an indefinite  period;  that
the Investor is  purchasing  the Shares  without  being offered or furnished any
offering  literature or  prospectus  concerning  the  Company's  future plans or
business; and that neither the United States Securities and Exchange Commission,
nor any governmental  agency charged with the  administration  of the securities
laws of any state nor any other governmental  agency has passed upon or reviewed
the merits or  qualifications  of, or recommended or approved the offer and sale
of the Securities pursuant to the terms of this Agreement.

         (b)  Investment  Intent;  Accreditation.  The Investor is acquiring the
Securities for  investment  for the  Investor's  own account,  not as nominee or
agent,  for  investment  and  not  with  a  view  to,  or for  resale  or  other
distribution  thereof.  The  Investor  is an  "accredited  investor"  within the
meaning  of Rule 501  under  the  Securities  Act  and,  if an  entity,  was not
organized for the specific purpose of acquiring the Securities.

         (c) Authority.  The Investor has all requisite right, power,  authority
and  capacity to enter into and  perform  this  Agreement  and the terms of this
Agreement  constitute valid and binding obligations of the Investor  enforceable
in accordance with their terms.

         (d)  Knowledge  and  Experience.  The Investor (i)  currently  has, and
immediately  prior to receipt  of any offer  regarding  the  Company  had,  such
knowledge and  experience in financial and business  matters as to be capable of
evaluating  the merits and risks of investment in the Company and the Securities
and of making an informed investment decisions; and (ii) has the ability to bear
the economic risks of Investor's purchase of Securities for an indefinite period
of time.

<PAGE>

         (e)  Information.  The Investor has had an opportunity to ask questions
of, and receive  answers from,  representatives  of the Company  concerning that
terms  and  conditions  of this  investment,  and all such  questions  have been
answered to the full satisfaction of the Investor. The Investor understands that
no person other than the Company has been authorized to make any  representation
and if made,  such  representation  may not be  relied  on  unless it is made in
writing and signed by the Company.  The Company has not,  however,  rendered any
investment  advice  to  the  Investor  with  respect  to the  suitability  of an
investment in the Securities acquired pursuant to this Agreement.

         (d) No Obligation to Register Shares. The Investor further acknowledges
and  understands  that,  except as provided in Section 7 hereof,  the Company is
under no obligation to register the Securities.

         (f) Investor Questionnaire.  The Investor has executed and delivered to
the Company with this Agreement the Investor Suitability  Questionnaire attached
hereto as Exhibit B, the terms of which are incorporated herein.

         (g) Foreign  Investor  Representation.  If the  Investor is not a "U.S.
person"  (as such term is defined in Rule  902(k) of  Regulation  S  promulgated
under the Securities Act), such Investor hereby represents that it has satisfied
itself as to the full  observance of the laws of its  jurisdiction in connection
with  any  invitation  to  subscribe  for  the  Securities  or any  use of  this
Agreement,  including (i) the legal requirements within its jurisdiction for the
purchase of the Securities, (ii) any foreign exchange restrictions applicable to
such  purchase,  (iii) any  governmental  or other  consents that may need to be
obtained,  and (iv) the income tax and other tax consequences,  if any, that may
be  relevant  to the  purchase,  holding,  redemption,  sale or  transfer of the
Securities.  Such  Investor's  subscription  and payment for, and its  continued
beneficial  ownership  of  the  Securities,  will  not  violate  any  applicable
securities or other laws of its jurisdiction.

         (h) Domicile. The Investor is a bona fide resident and domiciliary (not
a temporary  or transient  resident) of the state  indicated on Exhibit B hereto
and he, she or it has no present  intention  of becoming a resident of any other
state or jurisdiction.

         (i) No Need for  Liquidity.  The Investor has no need for  liquidity in
connection with its purchase of the Securities.

         (j)  Assurances.  The  Investor  agrees  that upon the  request  of the
Company, at any time prior to closing of the transactions  contemplated  hereby,
the Investor shall promptly execute and deliver to the Company any agreements or
instruments  as it may  reasonably  request in order to effect the  purchase and
issuance of the Securities in accordance with the terms herein.

4.  Reliance.  The  Investor  understands  that the  Company  is  relying on the
foregoing  representations  and warranties in determining whether to accept this
Agreement.  If for any reason any  representations  and warranties are no longer
true and accurate  prior to the  Acceptance  Date,  the  Investor  will give the
Company prompt written notice of the inaccuracy.  By signing below, the Investor
represents  that the Investor has read and  confirmed  the truth and accuracy of
each of the foregoing representations and warranties.

<PAGE>

5.  Indemnification.  The  Investor  agrees to indemnify  and hold  harmless the
Company and each of its directors,  officers,  agents,  and affiliates  from and
against any and all loss,  damage or liability due to or arising out of a breach
of any representation, warranty or covenant of the undersigned contained in this
Agreement.

6.       Restrictive Legend.

         (a) Legend. The certificate  representing the Securities shall bear the
following  legend  or  similar  legend  (as  well  as any  legends  required  by
applicable state and federal corporate and securities laws):

              THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
              THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE
              OFFERED,  SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR HYPOTHECATED
              UNLESS AND UNTIL  REGISTERED  UNDER THE ACT OR, IN THE  OPINION OF
              COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY TO THE ISSUER OF THESE
              SECURITIES,  SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
              IS IN COMPLIANCE THEREWITH.

         (b)  Removal of Legend.  The  Company  agrees to remove any legend upon
registration  of the  Purchased  Shares  or  the  Warrant  Shares  or  upon  the
applicability of an exemption from registration with respect to such shares.

7.       Registration Rights.

         (a)  Investor   Registration   Rights.   The  Company   shall  use  its
commercially  reasonable  best  efforts to  register,  at its own  expense,  the
Purchased  Shares,   the  Warrants  and  the  Warrant  Shares,   pursuant  to  a
registration statement on form SB-1 or SB-2 (as applicable) under the Securities
Act (the "Investor Registration"),  within sixty (60) days of the closing of the
merger of the Company with RoomLinX, Inc.

         (b)  Furnish  Information.  It shall be a  condition  to the  Company's
obligations  to take any action  under this  Section 7 that the  Investor  shall
furnish to the Company such information  regarding itself, the Purchased Shares,
the Warrants and the Warrant  Shares and the intended  method of  disposition of
such  securities  as shall be  required  to  effect  the  registration  of their
Purchased Shares, Warrants and Warrant Shares. In that connection,  each selling
Investor shall be required to represent to the Company that all such information
which is given is both complete and accurate in all material respects when made.

         (c) Delay of  Registration.  The Investor shall have no right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 7.

<PAGE>

8.       Price Protection.

         (a)  Sales of  Common  Stock.  Commencing  on the  Acceptance  Date and
terminating  on the first  anniversary  of the  Acceptance  Date, if the Company
issues or sells any shares of its Common Stock (other than  Excluded  Shares (as
that term is  defined  below))  for a  consideration  per share  (the  "Dilutive
Price")  less  than the  Purchase  Price,  then the  Company  will  issue to the
Investor a number of shares,  if  positive,  of Common Stock  determined  by the
following formula:

                           X = (A / B) - (C + D)

         Where:   X = the number of shares of Common Stock to be issued to the
                      Investor, rounded to the nearest whole number;

                  A = the Total Purchase Price;

                  B = the Dilutive Price;

                  C = the number of Purchased Shares held by the Investor; and

                  D = the  aggregate  number of shares of Common Stock issued to
                  the  Investor  pursuant to this Section 8(a) prior to the date
                  of such determination.

Notwithstanding  the  foregoing,  in no event will the Company be  obligated  to
issue to the  Investor  in the  aggregate  a number of  shares  of Common  Stock
pursuant  to this  Section  8(a)  in  excess  of the  number  determined  by the
following formula:

                           X = (A / B) - C

         Where:   X = the maximum aggregate number of shares of Common Stock
                  issuable to the Investor pursuant to Section 8(a), rounded to
                  the nearest whole number;

                  A = the Total Purchase Price;

                  B = Three Cents ($0.03); and

                  C = the number of Purchased Shares initially  purchased by the
                  Investor pursuant to the terms of this Agreement.

For purposes of this Agreement,  the term "Excluded Shares" means: (i) shares of
Common  Stock  issuable  or  issued  after  the  Acceptance  Date  to  officers,
employees,  consultants  or directors  of the Company  directly or pursuant to a
stock purchase,  stock option,  restricted  stock or other written  compensation
plan or  agreement  approved  by the  Board of  Directors  of the  Company  (the
"Board");  (ii) shares of Common Stock issued or issuable  after the  Acceptance
Date,  primarily for non-equity financing purposes and as approved by the Board,

<PAGE>

to  financial  institutions  or lessors in  connection  with  commercial  credit
arrangements,  equipment  financings  or similar  transactions  or to vendors of
goods or services or customers;  (iii) shares of Common Stock  issuable upon (a)
exercise of  outstanding  warrants,  options,  notes or other  rights to acquire
securities of the Company, (b) conversion of outstanding shares of the Company's
Preferred  Stock,  par  value  $0.01 per share or (c)  exchange  of  outstanding
promissory  notes  issued by the  Company;  (iv)  capital  stock or  warrants or
options  to  purchase   capital  stock  issued  in  connection  with  bona  fide
acquisitions,  mergers or similar transactions,  the terms of which are approved
by the  Board;  or (v)  shares of Common  Stock  issued  or  issuable  by way of
dividend or other distribution on Excluded Shares.

         (b)  Change  of  Control.   Commencing  on  the  Acceptance   Date  and
terminating  on the first  anniversary  of the  Acceptance  Date, if a Change of
Control  (as that term is defined  below) is  consummated  pursuant to which the
Investor,  by virtue of its ownership of shares of Common Stock,  is entitled to
receive,  either out of the assets and funds of the  Company  available  for the
distribution  to the  holders of Common  Stock or from the  acquiring  entity or
person,  aggregate consideration (the "Acquisition  Consideration") with a value
less than the  product of (x) the  number of shares of Common  Stock held by the
Investor  immediately prior to the Change of Control and (y) the Purchase Price,
then  the  Company  will  issue  to  the  Investor,  immediately  prior  to  the
consummation  of the Change of  Control,  a number of shares,  if  positive,  of
Common Stock determined by the following formula:

                           X = (A / B * C) - (C + D)

         Where:   X = the number of shares of Common Stock to be issued to the
                      Investor, rounded to the nearest whole number;

                  A = the Total Purchase Price;

                  B = the Acquisition Consideration;

                  C = the number of Purchased Shares initially  purchased by the
                  Investor pursuant to the terms of this Agreement; and

                  D = the  aggregate  number of shares of Common Stock issued to
                  the Investor pursuant to Section 8(a).

For purposes of this Agreement, the term "Change of Control" means (i) a sale or
disposition of all or substantially all of the assets of the Company, and (ii) a
merger or  consolidation  of the Company with or into any other  corporation  or
corporations  or other entity,  or any other  corporate  reorganization,  or any
transfer of beneficial  ownership  (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange  Commission under the Securities  Exchange Act of
1934, as amended),  directly or indirectly, of the outstanding shares of capital
stock  of  the  Company,  in  a  single  transaction  or  a  series  of  related
transactions  where the  shareholders of the Company  immediately  prior to such
transaction  or series of  related  transactions  do not  retain at least  fifty
percent  (50%) of the voting power in the Company or any  successor or acquiring
entity (as applicable).

<PAGE>

9.       Miscellaneous.

         (a) Governing Law. This Agreement,  all acts and transactions  pursuant
hereto and the rights and  obligations  of the parties hereto shall be governed,
construed and  interpreted in accordance with the laws of the State of New York,
without giving effect to principles of choice of law applicable thereto.

         (b)  Jurisdiction and Venue. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
shall be brought or otherwise commenced in any state or federal court located in
the county of New York, New York.  Each party consents to personal  jurisdiction
and service and venue in any state court  located  within the State of New York,
County of New York,  for the purpose of any claim,  action,  suit or  proceeding
arising out of or relating to this Agreement.  The prevailing  party in any such
claim,  action,  suit or proceeding  shall be entitled to  reimbursement  of his
costs and expenses, including without limitation, legal fees.

         (c) Entire Agreement.  This Agreement embodies the entire agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and  supersedes all prior oral or written  agreements and  understandings
relating to the subject matter hereof.

         (d) Notices. All notices and other communications hereunder shall be in
writing  and shall be given  (and  shall be deemed to have been duly  given upon
receipt)  by  delivery  in person or  facsimile  transmission  (received  at the
facsimile  machine to which it is transmitted prior to 5:00 p.m., local time, on
a business day in the State of New York, for the party to which it is sent),  by
courier or express  delivery service or by registered or certified mail (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such  other  address  for a party as shall be  specified  in a
notice given in accordance with this Section):

if to the Company:            Arc Communications Inc.
                              788 Shrewsbury Avenue
                              Tinton Falls, NJ 07724
                              Attention: Peter A. Bordes, Jr.
                              Facsimile: (732) 219-5456

with a copy to (not to constitute notice):

                              Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                              Mineola, NY 11501
                              Attention: Alan C. Ederer
                              Facsimile: (516) 622-9212

if to the Investor:           To the address set forth in Exhibit B hereto.

<PAGE>

         (e)  Modifications  and  Amendments.  The terms and  provisions of this
Agreement may be modified or amended only by written  agreement  executed by the
parties hereto.

         (f) Waivers and Consents.  The terms and  provisions of this  Agreement
may be waived only by an instrument in writing, signed by the party against whom
the waiver is sought to be enforced.  The waiver by one party of a breach by the
other of any provision of this Agreement  shall not operate or be construed as a
waiver of any subsequent breach by such party.

         (g)  Assignment.  This  Agreement  may not be  transferred  or assigned
without  the prior  written  consent of the  Company  and any such  transfer  or
assignment  shall be made only in accordance  with  applicable laws and any such
consent.

         (h) Severability. In the event that any court of competent jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Agreement shall be  unenforceable  in any respect,  then such provision shall be
deemed  limited to the extent  that such court deems it  enforceable,  and as so
limited  shall  remain in full  force and  effect.  In the event that such court
shall deem any such provision,  or portion thereof,  wholly  unenforceable,  the
remaining  provisions of this Agreement shall nevertheless  remain in full force
and effect.

         (i) Interpretation.  The parties hereto acknowledge and agree that: (i)
each party and such party's  counsel has reviewed  the terms and  provisions  of
this Agreement; (ii) the rule of construction to the effect that any ambiguities
are  resolved   against  the  drafting  party  shall  not  be  employed  in  the
interpretation  of this  Agreement;  and (iii) the terms and  provisions of this
Agreement shall be construed fairly as to the parties hereto and not in favor of
or against any party,  regardless of which party was generally  responsible  for
the  preparation of this  Agreement.  Whenever used herein,  the singular number
shall include the plural, the plural shall include the singular,  the use of any
gender shall include all persons.

         (j)  Headings  and  Captions.  The headings and captions of the various
subdivisions  of this Agreement are for  convenience of reference only and shall
in no way modify,  or affect the meaning or  construction of any of the terms or
provisions hereof.

         (k) No Waiver of Rights,  Powers and Remedies. No failure or delay by a
party hereto in exercising  any right,  power or remedy under this Agreement and
no course of dealing  between the parties  hereto,  shall operate as a waiver of
any such right,  power or remedy of the party. No single or partial  exercise of
any right,  power or remedy  under this  Agreement  by a party  hereto,  nor any
abandonment  or  discontinuance  of steps to enforce  any such  right,  power or
remedy,  shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder.  The election of any
remedy  by a party  hereto  shall not  constitute  a waiver of the right of such
party to pursue other available remedies.  No notice to or demand on a party not
expressly  required under this Agreement  shall entitle the party receiving such
notice or demand to any other or  further  notice or demand in  similar or other
circumstances  or  constitute  a waiver of the rights of the party  giving  such
notice or demand to any other or  further  action in any  circumstances  without
such notice or demand.

<PAGE>

         (l) Survival of Representations and Warranties. All representations and
warranties made by the parties hereto in this  Agreement,  shall survive (i) the
execution and delivery hereof,  (ii) any investigations  made by or on behalf of
the parties and (iii) the closing of the transaction contemplated hereby.

         (m)  Expenses.  Each of the parties  hereto  shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection  with this  Agreement and the  transactions
contemplated  hereby  whether or not the  transactions  contemplated  hereby are
consummated.

         (n) Execution;  Facsimile  Delivery.  This Agreement may be executed in
one or more  counterparts,  each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument. Any signature
page delivered by electronic facsimile shall be binding to the same extent as an
original  signature page. Any party who delivers such a signature page agrees to
later deliver an original counterpart to the other party upon request.


<PAGE>

         IN WITNESS  WHEREOF,  the  undersigned has executed this Agreement this
___ day of ______________, 2004.



                                    INVESTOR:


                                    By:
                                        -----------------------------------
                                    (signature)


                                    Name:
                                         ----------------------------------
                                    (please print)


                                    Title:
                                          ---------------------------------
                                    (if applicable)

Arc  Communications  Inc. hereby accepts the foregoing  Agreement subject to the
terms and conditions hereof as of _________ __, 2004.


ARC COMMUNICATIONS INC.


By:
    ---------------------------
    Peter A. Bordes, Jr.
    Chief Executive Officer

<PAGE>

         IN WITNESS  WHEREOF,  the  undersigned has executed this Agreement this
___ day of ______________, 2004.



                                    INVESTOR:


                                    By:
                                        -----------------------------------
                                    (signature)


                                    Name:
                                         ----------------------------------
                                    (please print)


                                    Title:
                                          ---------------------------------
                                    (if applicable)

Arc  Communications  Inc. hereby accepts the foregoing  Agreement subject to the
terms and conditions hereof as of _________ __, 2004


ARC COMMUNICATIONS INC.


By:
    ---------------------------
    Peter A. Bordes, Jr.
    Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                            WBEMS Escrow Information


Payment by Certified or Bank Check

(1) Execute the two signature pages to this Agreement,  (2) complete and execute
one copy of the Investor  Suitability  Questionnaire and (3) send them, together
with a certified or bank check in the amount of the Total  Purchase Price to the
order of "WBEMS, as escrow agent for Arc  Communications,  Inc." to WBEMS at the
following address:

Westerman Ball Ederer Miller & Sharfstein, LLP
170 Old Country Road
Mineola, New York 11501
Attn: Alan C. Ederer, Esq.


Payment by Wire Transfer

(1) Execute the two signature page to this Purchase Agreement,  (2) complete and
execute one copy of the Investor Suitability  Questionnaire and (3) send them to
WBEMS at the  address  set forth  above and wire  transfer  the  amount of Total
Purchase  Price  to  WBEMS  in  accordance  with  the  following  wire  transfer
instructions:

Fleet Bank
170 Old Country Road
Mineola, New York
Account No. 94188-70741
Account Name:  Westerman Ball Ederer Miller & Sharfstein, LLP
ABA Routing No. 021200339


<PAGE>

                                    EXHIBIT B

                       INVESTOR SUITABILITY QUESTIONNNAIRE

                     ARC COMMUNICATIONS INC. (THE "COMPANY")
                (All information will be treated confidentially)

              The  information  contained  herein is presented to the Company to
establish  that the  undersigned  prospective  investor  meets  the  suitability
standards  established  for the  proposed  offering of the Common  Stock and the
Warrants (the  "Securities")  which are being offered to the  undersigned by the
Company  pursuant  to the terms and subject to the  conditions  set forth in the
Securities Subscription Agreement between the undersigned and the Company.

                  The  Company  will use its best  efforts to keep your  answers
confidential.  By signing this Investor  Questionnaire,  however, you agree that
the Company may  present  this  Investor  Questionnaire  to certain  appropriate
parties if called  upon to  establish  the  availability  of an  exemption  from
registration  under the Securities  Act of 1933, as amended (the "Act"),  and/or
comparable state securities laws.

                  Individual   offerees   must   complete   Sections  A  and  C.
Corporations, partnerships and other entities must complete Sections B and C.

                      (Please Print or Type Your Response)

A. INDIVIDUAL OFFEREES ONLY.

      1. Name:
               -----------------------------------------------------------------

      2. Home Address (principal residential address):

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

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

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


         Home Telephone Number:  (___) __________________________


      3. Social Security Number:
                                 -----------------------------------------------

      4. Age:
              ------------------------------------------------------------------

      5. Employer:
                   -------------------------------------------------------------

           Nature of Business:
                              --------------------------------------------------
           Position:
                    ------------------------------------------------------------


<PAGE>

           Nature of Duties:
                            ----------------------------------------------------
           Business Address:
                            ----------------------------------------------------

           Business Telephone Number:  (___)___________________________

      6. Spouse's Name (only if co-purchaser):
                                               ---------------------------------
      7.   Spouse's Social Security Number
             (only if co-purchaser):
                                     -------------------------------------------

      8. Initial one or more of the following four statements, as they apply.

____  (a) I  certify  that  I am an  Accredited  Investor  because  I  have  had
individual  income  (exclusive  of any income  earned by my spouse) of more than
$200,000 in each of the most recent two years and I reasonably expect to have an
individual income in excess of $200,000 for the current year;

____ (b) I certify  that I am an  Accredited  Investor  because I have had joint
income with my spouse in excess of $300,000 in each of the two most recent years
and I  reasonably  expect  to have  joint  income  with my  spouse  in excess of
$300,000 for the current year;

____ (c) I certify that I am an Accredited Investor because I have an individual
net worth,  or my spouse and I have a joint net worth,  in excess of $1,000,000;
or

____ (d) I certify  that I am an  Accredited  Investor  because I am a director,
executive  officer,  or general  partner of the issuer of the  securities  being
offered or sold,  or a  director,  executive  officer,  or general  partner of a
general partner of that issuer.


B.    CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS, QUALIFIED PENSION
      OR PROFIT SHARING PLANS OR TRUST OFFEREES ONLY.

      1. Name of corporation, limited liability company, partnership,  qualified
pension or profit sharing plan or trust:

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


      2. Name and title of executive officer,  member, partner, trustee or other
authorized fiduciary executing this Investor Questionnaire:

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

      3. Business Address:

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


<PAGE>

      4. Telephone Number: (__)

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

      5. Tax Identification Number:
                                    --------------------------------------------

      6. Date of  incorporation  of  corporation or date of formation of limited
liability  company,  partnership,  qualified  plan, or trust and the state where
incorporated or formed:

      7. Investor Suitability Requirements.  For purposes of determining whether
the undersigned meets the financial  suitability  requirements.  Please indicate
one or more of the  following  criteria  which  is  satisfied  by  checking  the
appropriate answer:

____ (a) a bank as defined in Section 3(a)(2) of the Securities Act or a savings
and loan  association or other  institution as defined in Section  3(a)(5)(A) of
the Securities Act whether acting in its individual or fiduciary capacity;

____ (b) a broker  dealer  registered  pursuant to Section 15 of the  Securities
Exchange Act of 1934, as amended;

____ (c) an insurance company as defined in Section 2(13) of the Securities Act;

____ (d) an investment  company  registered under the Investment  Company Act of
1940 (the "Company Act") or a business development company as defined in Section
2(a)(48) of the Company Act;

____ (e) a Small Business Investment Company licensed by the U.S. Small Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of 1958;

____  (f)  a  plan,  established  and  maintained  by  a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions,  for the  benefit of its  employees,  whose  total  assets  exceed
$5,000,000;

____ (g) an employee benefit plan, within the meaning of the Employee Retirement
Income Security Act of 1974, as amended,  whose investment decisions are made by
a plan  fiduciary,  as defined in Section  3(21) of such Act,  which is either a
bank,  savings  and loan  association  or an  insurance  company  (as defined in
Section 3(a) of the Securities Act) or an investment  adviser registered as such
under the Investment  Advisers Acts of 1940 (the "Advisers Act"), or whose total
assets are in excess of $5,000,000;

____  (h)  a  self-directed  employee  benefit  plan,  including  an  Individual
Retirement  Account,  with investment  decisions made solely by persons that are
accredited investors by reason other than this paragraph;

<PAGE>

____ (i) a private business development company as defined in Section 202(a)(22)
of the Advisers Act;

____ (j) an organization  described in Section 501(c)(3) of the Internal Revenue
Code of 1986,  as amended  (the "IRS"),  not formed for the specific  purpose of
acquiring the Shares, with total assets in excess of $5,000,000;

____ (k) a corporation,  partnership or Massachusetts or similar business trust,
not formed for the specific  purpose of acquiring the Shares,  with total assets
in excess of $5,000,000; or

____ (l) a trust with total assets in excess of  $5,000,000,  not formed for the
specific purpose of acquiring the Shares, whose purchase is directed by a person
who has such knowledge and experience in financial and business  matters that he
is capable of evaluating the merits and risks of an investment in the Shares.

9.   The undersigned represents and warrants as follows:

         (a) The corporation, limited liability company, partnership,  qualified
plan, or trust, as the case may be, is duly organized and is validly existing as
a corporation,  limited  liability  company,  partnership,  qualified pension or
profit sharing plan or trust in good standing under the laws of the jurisdiction
of its incorporation or formation, with full power and authority to purchase the
Shares.

         (b) The officers, members, partners or trustees of the undersigned who,
on behalf of the  undersigned,  have considered the purchase of the Shares,  and
the  advisers,   if  any,  of  the  corporation,   limited  liability   company,
partnership,  qualified  plan or trust,  as the case may be, in connection  with
such  consideration  are named below in this  Investor  Questionnaire,  and such
officers,  members,  partners,   trustees,  and  advisers,  if  any,  were  duly
authorized to act for the corporation,  limited liability company,  partnership,
qualified plan or trust in reviewing this investment.

         (c) The officers  and/or  advisers of the  corporation  or the partners
and/or  advisers  of the  partnership,  or the  members  and/or  advisers of the
limited liability company, or the trustees and/or advisers of the qualified plan
or trust,  who,  on its  behalf,  have  considered  the  purchase of the Shares,
together have such  knowledge and  experience in financial and business  matters
that they are  capable of  evaluating  the merits and risks of a purchase of the
Shares and of making an informed investment decision.


<PAGE>

C. TO BE COMPLETED BY ALL OFFEREES.

         IN WITNESS  WHEREOF,  the  undersigned  has duly executed this Investor
Questionnaire  relating to Arc  Communications  Inc., this ____day of _________,
2004.


FOR INDIVIDUALS:                               FOR CORPORATIONS:

                                               ---------------------------------
                                               (Print Name of Corporation)


                                               By:
-----------------------------------                -----------------------------
Name of Purchaser                                  Name:
                                                   Title:

-----------------------------------
Name of Co-Purchaser, if any


FOR PARTNERSHIPS:                              FOR LIMITED LIABILITY COMPANIES:


-----------------------------------            ---------------------------------
(Print Name of Partnership)                           (Print Name of LLC)



By:                                        By:
   --------------------------------            ---------------------------------
   Name:                                       Name:
   Title:                                      Title:


FOR TRUSTS:


-----------------------------------
(Print Name of Trust)


By:
    -------------------------------
    Name:
    Title: