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                                                                    [AQUIS Logo]

                               December 15, 2000

Mr. Keith Powell
23 Titus Road
Skillman, NJ 08558

Dear Keith,

        I am pleased to offer you the position of President and Chief Operating
Officer of Aquis Communications Group, Inc. ("Aquis" or the "Company"). With
your background and experience, I am excited about the contribution that you can
make to Aquis.

         Pursuant to our conversations, your terms of employment will be as
follows:

         Operating Responsibilities and Reporting. You will be responsible for
all operational functions of the Company. You will report directly to the Chief
Executive Officer. Financial operations of the Company will continue to report
directly to the Chief Executive Officer, but you will be involved and privy to
all decisions relating to the financial management of the Company.

         Base Salary. Your base salary will be $150,000 per annum paid in
regular installments (by-monthly) pursuant to current Company practices.

         1. Bonus. You will be eligible for a bonus during calendar year 2001 of
            up to a maximum of $50,000. This bonus will be determined at the end
            of calendar year 2001 and paid on February 15, 2002. The bonus will
            be determined as follows: 50% of the bonus ($25,000) will be paid if
            EBITDA for the 4th quarter of 2001 is 5.0% or greater than EBITDA
            for the 4th quarter of 2000; and 50% of the bonus ($25,000) will be
            paid if the monthly recurring revenue from paging units in service
            is greater in December 2001 than December 2000. The performance
            measurements for bonuses in subsequent years will be determined and
            agreed to before the start of each year. You will be eligible for
            the bonuses described above only if you continue to be employed by
            the Company as of December 31 of the year for which the bonus is
            payable (e.g., to be eligible for a bonus measured by the Company's
            performance in 2001 you must be employed by the Company on December
            31, 2001).

         2. Car Allowance. You will be given a car allowance of $400 per month.

         3. Options. You will be granted an option to purchase 200,000 shares of
            the Company's Common Stock. The exercise price of these options will
            be the Closing price per share of Aquis on the first day of your
            employment. These options are granted pursuant to the Company's
            employee stock option plan which provides for a vesting period over
            3 years. Attached for your review is a copy of the stock option
            agreement.


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         4. Benefits. You will be eligible for the Company's normal employee
            benefits which includes life insurance, medical, dental, disability
            and 401K. The details of these benefits are more fully described in
            the attached informational summaries.

         5. Other Terms. In addition to the terms provided for in this letter,
            the terms of the Aquis Employee Handbook, to the extent not
            inconsistent with the terms set forth herein, shall also be
            applicable to your employment by the Company. A copy of the Aquis
            Employee Handbook is enclosed for your information and review.

         6. Start Date. Your start date will be as soon as possible in January,
            2001, but no later than the week on January 15, 2001.

        If these terms are consistent with your understanding, please sign below
where indicated. I am looking forward to working with you.


                                  Yours truly,

                                  /s/ John B Frieling
                                  -----------------------------------------
                                  John B Frieling
                                  Chief Executive Officer

Agreed and Accepted
December 16, 2000

/s/ Keith Powell
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       Keith Powell