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                                               [AQUIS COMMUNICATIONS GROUP LOGO]


                        AQUIS COMMUNICATIONS GROUP, INC.

                             STOCK OPTION AGREEMENT

                            (INCENTIVE STOCK OPTION)



         THIS AGREEMENT, made as of this 15TH day of January, 2001 by AQUIS
COMMUNICATIONS GROUP, INC., a Delaware corporation (hereinafter called the
"Company"), with Keith J. Powe11 (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 Holder is an employee of the Company or one of its subsidiaries.

         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 as an inducement to remain in the service of the Company or one of its
subsidiaries, and as an incentive for increased efforts during such service.

         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 (the
"Option") to purchase all or any part of 200,000 shares of Common Stock of the
Company, par value $.01 per share, at a price per share of $0.125 which price
is not less than the fair market value of a share of Common Stock on the date
hereof (or 110% of the fair market value of a share of Common Stock if the
Holder is a 10% Holder (as defined in the Plan), and upon the following terms
and conditions:

         1.       The Option shall continue in force through Jan 14, 2011 (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 as to 33.3% of the number
                  of shares originally covered thereby upon the first
                  anniversary of the date of grant of the Option, and as to
                  33.3% of the number of shares originally covered thereby upon
                  the second anniversary of the date of grant of the Option,
                  and on the third anniversary, the Option shall become fully
                  exercisable. Such installments shall be cumulative, subject
                  to the following:

                  a.       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)
                           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.

                  b.       This Option is designated as an incentive stock
                           option ("ISO") pursuant to the Internal Revenue Code
                           of 1986, as amended (the "Code") and the regulations
                           promulgated thereunder.


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         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 three months 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.

         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.



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         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.       This Option shall, during the Holder's lifetime, be
                  exercisable only by him, and neither this Option nor any right
                  hereunder shall be transferable by him, by operation of law or
                  otherwise, except by will or by the laws of descent and
                  distribution. 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.

         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



----------------------------
Name: Keith J. Powell


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                           FORM OF NOTICE OF EXERCISE
                           --------------------------

 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:
 Dated:


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

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

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




Dated:
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                                               [AQUIS COMMUNICATIONS GROUP LOGO]


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