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                                                     [AQUIS COMMUNICATIONS LOGO]

                        AQUIS COMMUNICATIONS GROUP, INC.

                             STOCK OPTION AGREEMENT

                          (NON-QUALIFIED STOCK OPTION)


         THIS AGREEMENT, made as of this 19th day of September, 2000 by AQUIS
COMMUNICATIONS GROUP, INC., a Delaware corporation (hereinafter called the
"Company"), with John B. Frieling (hereinafter called the "Holder"):

         The Company has adopted an Amended and Restated 1994 Incentive Stock
Option Plan (the "Plan"). Said Plan, as it may hereafter be amended and
continued, is incorporated herein by reference and made part of this Agreement.

         The Committee, which is charged with the administration of the Plan
pursuant to Section 3 thereof, has determined that it would be to the advantage
and interest of the Company to grant the option provided for herein to the
Holder.

         NOW, THEREFORE, pursuant to the Plan, the Company with the approval of
the Committee hereby grants to the Holder as of the date hereof an option to
purchase all or any part of 300,000 shares of Common Stock of the Company, par
value $.01 per share, at a price per share of $.9625 (the "Option"), and upon
the following terms and conditions:

         l.       The Option shall continue in force through September 18, 2005
                  (the "Expiration Date"), unless sooner terminated as provided
                  herein and in the Plan. Subject to the provisions of the Plan,
                  the Option shall become exercisable according to the following
                  vesting schedule: (a) options to purchase 150,000 shares shall
                  vest on September 19, 2000, and (b) options to purchase 25,000
                  shares shall vest on the first day of each month commencing
                  October 1, 2000 for the duration of the term of the Executive
                  Services Agreement dated September 19, 2000 made by and among
                  Aquis Communications Group, Inc., Deerfield Partners, LLC and
                  John B. Frieling.

                  Except as provided herein below, the Option may not be
                  exercised unless the Holder is then an employee (including
                  officers and directors who are employees) or director of the
                  Company or any subsidiary of the Company or any combination
                  thereof and unless the Holder has remained in the continuous
                  employ or service thereof from the date of grant.

         2.       In the event that employment or service of the Holder shall be
                  terminated prior to the Expiration Date (otherwise than by
                  reason of death or disability), the Option may, subject to the
                  provisions of the Plan, be exercised (to the extent that the
                  Holder was entitled to do so at the termination of this
                  employment or service) at any time within two years after such
                  termination, but not after the Expiration Date, provided,
                  however, that if such termination shall have been for cause or
                  voluntarily by the Holder and without the consent of the
                  Company or any subsidiary corporation thereof, as the case may
                  be (which consent shall be presumed in the case of normal
                  retirement), the Option and all rights of the Holder
                  hereunder, to the extent not theretofore exercised, shall
                  forthwith terminate immediately upon such termination. Nothing
                  in this Agreement shall confer upon the Holder any right to
                  continue in the employ or service of the Company or any
                  subsidiary of the Company or affect the right of the Company
                  or any subsidiary to terminate his employment or service at
                  any time.


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         3.       If the Holder shall (a) die while he is employed by or serving
                  the Company or a corporation which is a subsidiary thereof or
                  within three months after the termination of such position
                  (other than termination for cause, or voluntarily on his part
                  and without the consent of the Company or subsidiary
                  corporation thereof, as the case may be, which consent shall
                  be presumed in the case of normal retirement), or (b) become
                  permanently and totally disabled within the meaning of Section
                  22 (e) (3) of the Internal Revenue Code of 1986, as amended
                  (the "Code"), while employed by or serving any such company,
                  and if the Option was otherwise exercisable, immediately prior
                  to the occurrence of such event, then such Option may be
                  exercised as set forth herein by the Holder or by the person
                  or persons to whom the Holder's rights under the Option pass
                  by will or applicable law, or if no such person has such
                  right, by his executors or administrators, at any time within
                  one year after the date of death of the original Holder, or
                  one year after the date of permanent or total disability, but
                  in either case, not later than the Expiration date.

         4.       a. The Holder may exercise the Option with respect to all or
                  any part of the shares then purchasable hereunder by giving
                  the Company written notice in the form annexed, as provided in
                  paragraph 8 hereof, of such exercise. Such notice shall
                  specify the number of shares as to which the Option is being
                  exercised and shall be accompanied by payment in full in cash
                  of an amount equal to the exercise price of such shares
                  multiplied by the number of shares as to which the Option is
                  being exercised; provided that, if permitted by the Board, the
                  purchase price may be paid, in whole or in part, by surrender
                  or delivery to the Company of securities of the Company having
                  a fair market value on the date of the exercise equal to the
                  portion of the purchase price being so paid. In such event
                  fair market value should be determined pursuant to paragraph 5
                  of the Plan.

                  b. Prior to or concurrently with delivery by the Company to
                  the Holder of a certificate(s) representing such shares, the
                  Holder shall, upon notification of the amount due, pay
                  promptly any amount necessary to satisfy applicable federal,
                  state or local tax requirements. In the event such amount is
                  not paid promptly, the Company shall have the right to apply
                  from the purchase price paid any taxes required by law to be
                  withheld by the Company with respect to such payment and the
                  number of shares to be issued by the Company will be reduced
                  accordingly.

         5.       Notwithstanding any other provision of the Plan, in the event
                  of a change in the outstanding Common Stock of the Company by
                  reason of a stock dividend, split-up, split-down, reverse
                  split, recapitalization, merger, consolidation, combination or
                  exchange of shares, spin-off, reorganization, liquidation or
                  the like, then the aggregate number of shares and price per
                  share subject to the Option shall be appropriately adjusted by
                  the Board, whose determination shall be conclusive.

         6.       No options granted hereunder shall be transferable other than
                  by will or by the laws of descent and distribution. Options
                  may be exercised, during the lifetime of the Holder, only by
                  the holder, or by his guardian or legal representative. In the
                  event of any attempt by the Holder to transfer, assign,
                  pledge, hypothecate or otherwise dispose of this Option or of
                  any right hereunder, except as provided for herein, or in the
                  event of the levy or any attachment, execution or similar
                  process upon the rights or interest hereby conferred, the
                  Company may terminate this Option by notice to the Holder and
                  it shall thereupon become null and void.


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         7.       Neither the Holder nor in the event of his death, any person
                  entitled to exercise his rights, shall have any of the rights
                  of a stockholder with respect to the shares subject to the
                  Option until share certificates have been issued and
                  registered in the name of the Holder or his estate, as the
                  case may be.

         8.       Any notice to the Company provided for in this Agreement shall
                  be addressed to the Company in care of its Secretary, 1719A
                  Route 10, Suite 300, Parsippany, New Jersey 07054, and any
                  notice to the Holder shall be addressed to him at his address
                  now on file with the Company, or to such other address as
                  either may last have designated to the other by notice as
                  provided herein. Any notice so addressed shall be deemed to be
                  given on the second business day after mailing, by registered
                  or certified mail, at a post office or branch post office
                  within the United States.

         9.       In the event that any question or controversy shall arise with
                  respect to the nature, scope or extent of any one or more
                  rights conferred by this Option, the determination by the
                  Committee (as constituted at the time of such determination)
                  of the rights of the Holder shall be conclusive, final and
                  binding upon the Holder and upon any other person who shall
                  assert any right pursuant to this Option.


                                         AQUIS COMMUNICATIONS GROUP, INC.


                                         By: /s/ John B. Frieling
                                             -----------------------------
                                             Name:  John B. Frieling
                                             Title: Chief Executive Officer

ACCEPTED AND AGREED


/s/ John B. Frieling
----------------------------
John B. Frieling



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                           FORM OF NOTICE OF EXERCISE
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To:       AQUIS COMMUNICATIONS GROUP, INC.
          1719A Route 10, Suite 300
          Parsippany, NJ 07054



The undersigned hereby exercises his/her option to purchase           shares of
Common Stock of Aquis Communications Group, Inc. (the "Company") as provided in
the Stock Option Agreement dated as of                  at $     per share, a
total of $      , and makes payment therefor as follows:

         (a)      To the extent of $      of the purchase price, the undersigned
                  hereby surrenders to the Company certificates for shares of
                  its Common Stock, which, valued at $       per share, the fair
                  market value thereof, equals such portion of the purchase
                  price.

         (b)      To the extent of the balance of the purchase price, the
                  undersigned has enclosed a certificate or bank check payable
                  to the order of the Company for $             .

A stock certificate or certificate for the shares should be delivered in person
or mailed to the undersigned at the address shown below.

The undersigned hereby represents and warrants that it is his/her present
intention to acquire and hold the aforesaid shares of Common Stock of the
Company for his/her own account for investment, and not with a view to the
distribution of any thereof, and agrees that he/she will make no sale, thereof,
except in compliance with the applicable provisions of the Securities Act of
1933, as amended.


                                        Signature:
                                                 -------------------------------

                                        Address:
                                                 -------------------------------

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




Dated:
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                                               [AQUIS COMMUNICATIONS GROUP LOGO]


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