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                                                                    Exhibit 10.9


                AMENDED AND RESTATED PAGING PARTNERS CORPORATION
                        1994 INCENTIVE STOCK OPTION PLAN


1.       PURPOSE OF THE 1994 INCENTIVE STOCK OPTION PLAN.

         Paging Partners Corporation (the "Corporation") desires to attract and
retain the best available talent and to encourage the highest level of
performance. The 1994 Incentive Stock Option Plan (the "Stock Option Plan") is
intended to contribute significantly to the attainment of these objectives, by
(i) providing long-term incentives and rewards to all key employees of the
Corporation (including officers and directors who are key employees of the
Corporation and also including key employees of any subsidiary of the
Corporation which may include officers or directors of any subsidiary of the
Corporation who are also key employees of said subsidiary), and those directors
and officers, consultants, advisers, agents or independent representatives of
the Corporation or of any subsidiary (together, "Eligible Individuals"), who are
contributing or in a position to contribute to the long-term success and growth
of the Corporation or of any subsidiary, (ii) assisting the Corporation and any
subsidiary in attracting and retaining Eligible Individuals with experience and
ability, and (iii) associating more closely the interests of such Eligible
Individuals with those of the Corporation's stockholders.

2.       SCOPE AND DURATION OF THE STOCK OPTION PLAN.

         Under the Stock Option Plan, options ("Options") to purchase common
stock, par value $.01 per share ("Common Stock"), may be granted to Eligible
Individuals. Options granted to employees (including officers and directors who
are employees) of the Corporation or a subsidiary corporation thereof, may, at
the time of grant, be designated by the Corporation's Board of Directors as
incentive stock options ("ISOs"), with the attendant tax benefits as provided
for under Sections 421 and 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The aggregate number of shares of Common Stock reserved for grant
from time to time under the Stock Option Plan is 1,500,000 shares of Common
Stock (after giving effect to the amendment of the Certificate of Incorporation
of the Corporation to authorize 29,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock), which shares of Common Stock may be authorized but
unissued shares of Common Stock or shares of Common Stock, which shall have been
or which may be reacquired by the Corporation, as the Board of Directors of the
Corporation shall from time to time determine. Such aggregate numbers shall be
subject to adjustment as provided in Paragraph 11. If an Option shall expire or
terminate for any reason without having been exercised in full, the shares of
Common Stock represented by the portion thereof not so exercised or surrendered
shall (unless the Stock Option Plan shall have been terminated) become available
for other options under the Stock Option Plan. Subject to Paragraph 13, no
Option shall be granted under the Stock Option Plan after March 31, 2004. The
grant of an Option and/or a Right is sometimes referred to herein as an Award
thereof.

3.       ADMINISTRATION OF THE STOCK OPTION PLAN.

         This Stock Option Plan will be administered by the Board of Directors
of the Corporation (the "Board of Directors"). The Board of Directors, in its
discretion, may designate an option committee (the "Option Committee" or
"Committee") composed of at least two members of the


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Board of Directors to administer this Stock Option Plan. Subject to the express
provisions of this Plan, the Board of Directors or the Committee (hereinafter,
the terms "Option Committee" or "Committee" shall mean the Board of Directors
whenever no such Option Committee has been designated) shall have authority in
its discretion, subject to and not inconsistent with the express provisions of
this Stock Option Plan, to direct the grant of Options, to determine the
purchase price of the Common Stock covered by each Option, the Eligible
Individuals to whom, and the time or times at which, Options shall be granted
and subject to the maximum set forth in Paragraph 4 hereof, the number of shares
of Common Stock to be covered by each Option; to designate Options as ISOs; to
interpret the Stock Option Plan; to determine the time or times at which Options
may be exercised; to prescribe, amend and rescind rules and regulations relating
to the Stock Option Plan, including, without limitation, such rules and
regulations as it shall deem advisable, so that transactions involving Options
may qualify for exemption under such rules and regulations as the Securities and
Exchange Commission may promulgate from time to time exempting transactions from
Section 16(b) of the Securities and Exchange Act of 1934; to determine the terms
and provisions of and to cause the Corporation to enter into agreements with
Eligible Individuals in connection with (Awards) Options granted under the Stock
Option Plan (the "Agreements"), which Agreements may vary from one another as
the Committee shall deem appropriate; and to make all other determinations it
may deem necessary or advisable for the administration of the Stock Option Plan.

         Members of the Committee shall serve at the pleasure of the Board of
Directors. The Committee shall have and may exercise all of the powers of the
Board of Directors under the Stock Option Plan, other than the power to appoint
a director to committee membership. A majority of the Committee shall constitute
a quorum, and acts of a majority of the members present at any meeting at which
a quorum is present shall be deemed the acts of the Committee. The Committee may
also act by instrument signed by a majority of the members of the Committee.

         Every action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Stock Option
Plan shall be final and binding upon the Corporation and each person holding any
Option granted under this Stock Option Plan.

4.       ELIGIBILITY:  FACTORS TO BE CONSIDERED IN GRANTING OPTIONS
         AND DESIGNATING ISOS (AWARDS).

         (a) Options may be granted only to (i) key employees (including
officers and directors who are employees) of the Corporation or any subsidiary
corporation thereof on the date of grant (Options so granted may be designated
as ISOs), and (ii) directors or officers of the Corporation or a subsidiary
corporation thereof on the date of grant, without regard to whether they are
employees, and (iii) consultants or advisers to or agents or independent
representatives of the Corporation or a subsidiary thereof. In determining the
persons to whom Options (Awards) shall be granted and the number of shares of
Common Stock to be covered by each Award, the Committee shall take into account
the nature of the duties of the respective persons, their present and potential
contributions to the Corporation's (including subsidiaries) successful operation
and such other factors as the Board of Directors in its discretion shall deem
relevant. Subject to the provisions of Paragraph 2, an Eligible Individual may
receive Options (Awards) on more than one occasion under the Stock Option Plan.
No person shall be eligible for an



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Option grant if he shall have filed with the Secretary of the Corporation an
instrument waiving such eligibility; provided that any such waiver may be
revoked by filing with the Secretary of the Corporation an instrument of
evocation, which revocation will be effective upon such filing.

         (b) In the case of each ISO granted to an employee, the aggregate fair
market value (determined at the time the ISO is granted) of the Common Stock
with respect to which the ISO is exercisable for the first time by such employee
during any calendar year (under all plans of the Corporation and any subsidiary
corporation thereof) may not exceed $100,000.

5.       OPTION PRICE.

         (a) The purchase price per share of the Common Stock covered by each
Option shall be established by the Committee, but in, in the case of each ISO
granted to an employee in no event shall it be less than the fair market value
of a share of the Common Stock on the date the Option is granted. If, at the
time an Option is granted, the Common Stock is publicly traded, such fair market
value shall be the closing price (or the mean of the latest bid and asked
prices) of a share of Common Stock on such date as reported in The Wall Street
Journal (or a publication or reporting service deemed equivalent to The Wall
Street Journal for such purpose by the Board of Directors) for any national
securities exchange or other securities market which at the time is included in
the stock price quotations of such publication. In the event that the Committee
shall determine such stock price quotation is not representative of fair market
value by reason of the lack of a significant number of recent transactions or
otherwise, the Committee may determine fair market value in such a manner as it
shall deem appropriate under the circumstances. If, at the time an Option is
granted, the Common Stock is not publicly traded, the Committee shall make a
good faith attempt to determine such fair market value.

         (b) In the case of an employee who at the time an ISO is granted owns
stock possessing more than 10% of the total combined voting power of all classes
of the stock of the employer corporation or of its parent or a subsidiary
corporation thereof (a "10% Holder"), the purchase price of the Common Stock
covered by any ISO shall in no event be less than 110% of the fair market value
of the Common Stock at the time the ISO is granted.

6.       TERM OF OPTIONS.

         The term of each Option shall be fixed by the Committee, but in no
event shall it be exercisable more than 10 years from the date of grant, subject
to earlier termination as provided in Paragraphs 9 and 10. An ISO granted to a
10% Holder shall not be exercisable more than 5 years from the date of grant.

7.       EXERCISE OF OPTIONS.

         (a) Subject to the provisions of the Stock Option Plan, an Option
granted to an employee under the Stock Option Plan shall become fully
exercisable at the earlier of (A) employee's actual retirement date, unless such
retirement is without the consent of the Board of Directors and is prior to the
employee's normal retirement date as determined under any qualified retirement
plan maintained by the Corporation at such time or, if no such plan is than in
effect, age 65 (but in no event prior to the first anniversary of the date of
grant), or (B) at such time or times as the Committee in its sole discretion
shall determine at the time of the granting of the Option, except that in no
event shall any such Option be exercisable later than 10 years after



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its grant. Notwithstanding anything in this Stock Option Plan to the contrary,
Options that are not designated as ISOs may be exercised in such manner and at
such time or times as the Committee in its sole discretion shall determine,
except that in no event shall any such Option be exercisable earlier than six
months or later than 10 years after its grant.

         (b) An Option may be exercised as to any or all full shares of Common
Stock as to which the Option is then exercisable.

         (c) The purchase price of the shares of Common Stock as to which an
Option is exercised shall be paid in full in cash at the time of exercise;
provided that, if permitted by the related Option Agreement or by the Committee,
the purchase price may be paid, in whole or in part, by surrender or delivery to
the Corporation of securities of the Corporation having a fair market value on
the date of the exercise equal to the portion of the purchase price being so
paid. Fair market value shall be determined as provided in Paragraph 5 for the
determination of such value on the date of the grant. In addition, the holder
shall, upon notification of the amount due and prior to or concurrently with
delivery to the holder of a certificate representing such shares of Common
Stock, pay promptly any amount necessary to satisfy applicable federal, state or
local tax requirements.

         (d) Except as provided in Paragraphs 9 and 10, no Option may be
exercised unless the original grantee thereof is then an Eligible Individual.

         (e) The Option holder shall have the rights of a stockholder with
respect to shares of Common Stock covered by an Option only upon becoming the
holder of record of such shares of Common Stock.

         (f) Notwithstanding any other provision of this Stock Option Plan, the
Corporation shall not be required to issue or deliver any share of stock upon
the exercise of an Option prior to the admission of such share to listing on any
stock exchange or automated quotation system on which the Corporation's Common
Stock may then be listed.

8.       NON-TRANSFERABILITY OF OPTIONS.

         No Options granted under the Stock Option Plan shall be transferable
other than by will or by the laws of descent and distribution ("Permitted
Transferee"). With respect to ISOs, Options may be exercised, during the
lifetime of the holder, only by the holder, or by his guardian or legal
representative.

9.       TERMINATION OF RELATIONSHIP TO THE CORPORATION.

         (a) In the event that any original grantee shall cease to be an
Eligible Individual of the Corporation (or any subsidiary thereof), except as
set forth in Paragraph 10, such Option may (subject to the provisions of the
Stock Option Plan) be exercised (to the extent that the original grantee was
entitled to exercise such Option at the termination of his employment or service
as a director, officer, consultant, adviser, agent or independent
representative, as the case may be) at any time within (i) three months in the
case of ISOs, or (ii) two years after such termination in the case of any other
Option granted under the Stock Option Plan. Notwithstanding the foregoing, if
the position of an original grantee shall be terminated by the Corporation or
any subsidiary thereof for cause or if the original grantee terminates his
employment or position voluntarily and without the consent of the Corporation or
any subsidiary corporation thereof, as



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the case may be (which consent shall be presumed in the case of normal
retirement or termination of employment following the Merger of Paging Partners
Merger Corporation and Aquis Communications, Inc.), the Options granted to such
person, whether held by such person or by a Permitted Transferee shall, to the
extent not theretofore exercised, forthwith terminate immediately upon such
termination. The holder of any ISO may not exercise such Option unless at all
times during the period beginning with the date of grant of the ISO and ending
three months before the date of exercise he is an employee of the Corporation
granting such Option, a subsidiary thereof, or a corporation or a subsidiary
corporation issuing or assuming a stock option in a transaction to which Section
424(a) of the Code applies.

         (b) Other than as provided in Paragraph 9(a), Options granted under the
Stock Option Plan shall not be affected by any change of duties or position so
long as the holder remains an Eligible Individual.

         (c) Any Option Agreement may contain such provisions as the Committee
shall approve with reference to the determination of the date employment
terminates or the date other positions or relationships terminate for purposes
of the Stock Option Plan and the effect of leaves of absence, which provisions
may vary from one another.

         (d) Nothing in the Stock Option Plan or in any Option granted pursuant
to the Stock Option Plan shall confer upon any Eligible Individual or other
person any right to continue in the employ of the Corporation or any subsidiary
corporation (or the right to be retained by, or have any continued relationship
with the Corporation or any subsidiary corporation thereof), or affect the right
of the Corporation or any such subsidiary corporation, as the case may be, to
terminate his employment, retention or relationship at any time. The grant of
any option pursuant to the Stock Option Plan shall be entirely in the discretion
of the Committee and nothing in the Stock Option Plan shall be construed to
confer on any Eligible Individual any right to receive any Option under the
Stock Option Plan.

10.      DEATH OR DISABILITY OF HOLDER.

         (a) If a person to whom an Option has been granted under the Stock
Option Plan shall die (and the conditions in sub-paragraph (b) below are met) or
become permanently and totally disabled (as such term is defined below) while
serving as an Eligible Individual and if the Option was otherwise exercisable
immediately prior to the happening of such event, then the period for exercise
provided in Paragraph 9 shall be extended to one year after the date of death of
the original grantee, or in the case of the permanent and total disability of
the original grantee, to one year after the date of permanent and total
disability of the original grantee, but, in either case, not more than 10 years
(five years in the case of a 10% Holder) after the date such Option was granted,
or the expiration of the Option, if earlier, as shall be prescribed in the
original grantee's Option Agreement. An Option may be exercised as set forth
herein in the event of the original grantee's death, by a Permitted Transferee
or 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 the right, by his executors or
administrators; or in the event of the original grantee's permanent and total
disability, by the holder or his guardian.

         (b) In the case of death of a person to whom an Option was originally
granted, the provisions of subparagraph (a) apply if such person dies (i) while
in the employ of the Corporation or a subsidiary corporation thereof or while
serving as an Eligible Individual of the



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Corporation or a subsidiary corporation thereof or (ii) within three months
after the termination of such position other than termination for cause, or
voluntarily on the original grantee's part and without the consent of the
Corporation or a subsidiary corporation thereof, which consent shall be presumed
in the case of normal retirement.

         (c) The term "permanent and total disability" as used above shall have
the meaning set forth in Section 22(e)(3) of the Code.

11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

         Notwithstanding any other provision of the Stock Option Plan, each
Agreement may contain such provisions as the Committee shall determine to be
appropriate for the adjustment of the number and class of shares of Common Stock
covered by such Option, the Option prices and the number of shares of Common
Stock as to which Options shall be exercisable at any time, in the event of
changes in the outstanding Common Stock of the Corporation by reason of stock
dividends, split-ups, split-downs, reverse splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, spin-offs, reorganizations,
liquidations and the like. In the event of any such change in the outstanding
Common Stock of the Corporation, the aggregate number of shares of Common Stock
as to which Options may be granted under the Stock Option Plan to any Eligible
Individual shall be appropriately adjusted by the Committee whose determination
shall be conclusive. In the event of (i) the dissolution, liquidation, merger or
consolidation of the Corporation or a sale of all or substantially all of the
assets of the Corporation, or (ii) the disposition by the Corporation of
substantially all of the assets or stock of a subsidiary of which the original
grantee is then an employee, officer or director, consultant, adviser, agent or
independent representative or (iii) a change in control (as hereinafter defined)
of the Corporation has occurred or is about to occur, then, if the Committee
shall so determine, each Option under the Stock Option Plan, if such event shall
occur with respect to the Corporation, or each Option granted to an employee,
officer, director, consultant, adviser, agent or independent representative of a
subsidiary respecting which such event shall occur, shall (x) become immediately
and fully exercisable or (y) terminate simultaneously with the happening of such
event, and the Corporation shall pay the optionee in lieu thereof an amount
equal to (a) the excess of the fair market value over the exercise price of one
share on the date on which such event occurs, multiplied by (b) the number of
shares subject to the Option, without regard to whether the Option is then
otherwise exercisable.

12.      EFFECTIVENESS OF THE STOCK OPTION PLAN.

         Options may be granted under the Stock Option Plan, subject to its
authorization and adoption by stockholders of the Corporation, at any time or
from time to time after its adoption by the Committee, but no Option shall be
exercised under the Stock Option Plan until the Stock Option Plan shall have
been authorized and adopted by a majority of the votes properly cast thereon at
a meeting of stockholders of the Corporation duly called and held within 12
months from the date of adoption of the Stock Option Plan by the Board of
Directors. If so adopted, the Stock Option Plan shall become effective as of the
date of its adoption by the Board of Directors. The exercise of the Options
shall also be expressly subject to the condition that at the time of exercise a
registration statement under the Securities Act of 1933, as amended (the "Act")
shall be effective, or other provisions satisfactory to the Committee shall have
been made to ensure that such exercise will not result in a violation of such
Act, and such other qualification under



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any state or federal law, rule or regulation as the Corporation shall determine
to be necessary or advisable shall have been effected. If the shares of Common
Stock issuable upon exercise of an Option are not registered under such Act, and
if the Committee shall deem it advisable, the Optionee may be required to
represent and agree in writing (i) that any shares of Common Stock acquired
pursuant to the Stock Option Plan will not be sold except pursuant to an
effective registration statement under such Act or an exemption from the
registration provisions of the Act and (ii) that such Optionee will be acquiring
such shares of Common Stock for his own account and not with a view to the
distribution thereof and (iii) that the holder accepts such restrictions on
transfer of such shares, including, without limitation, the affixing to any
certificate representing such shares of an appropriate legend restricting
transfer as the Corporation may reasonably impose.

13.      TERMINATION AND AMENDMENT OF THE STOCK OPTION PLAN.

         The Board of Directors of the Corporation may, at any time prior to the
termination of the Stock Option Plan, suspend, terminate, modify or amend the
Stock Option Plan; provided that any increase in the aggregate number of shares
of Common Stock reserved for issue upon the exercise of Options, any amendment
which would materially increase the benefits accruing to participants under the
Stock Option Plan, or any material modification in the requirements as to
eligibility for participation in the Stock Option Plan, shall be subject to the
approval of stockholders in the manner provided in Paragraph 12, except that any
such increase, amendment or change that may result from adjustments authorized
by Paragraph 11 or adjustments based on revisions to the Code or regulations
promulgated thereunder (to the extent permitted by such authorities) shall not
require such approval. No suspension, termination, modification or amendment of
the Stock Option Plan may, without the express written consent of the Eligible
Individual (or his Permitted Transferee) to whom an Option shall theretofore
have been granted, adversely affect the rights of such Eligible Individual (or
his Permitted Transferee) under such Option.

14.      FINANCING FOR INVESTMENT IN STOCK OF THE CORPORATION.

         The Committee may cause the Corporation or any subsidiary to give or
arrange for financing, including direct loans, secured or unsecured, or
guaranties of loans by banks which loans may be secured in whole or in part by
assets of the Corporation or any subsidiary, to any Eligible Individual under
the Stock Option Plan who shall have been so employed or so served for a period
of at least six months at the end of the fiscal year ended immediately prior to
arranging such financing; but the Committee may, in any specific case, authorize
financing for an Eligible Individual who shall not have served for such a
period. Such financing shall be for the purpose of providing funds for the
purchase by the Eligible Individual of shares of Common Stock pursuant to the
exercise of an Option and/or for payment of taxes incurred in connection with
such exercise, and/or for the purpose of otherwise purchasing or carrying a
stock investment in the Corporation. The maximum amount of liability incurred by
the Corporation and its subsidiaries in connection with all such financing
outstanding shall be determined from time to time in the discretion of the Board
of Directors. Each loan shall bear interest at a rate not less than that
provided by the Code and other applicable law, rules, and regulations in order
to avoid the imputation of interest. Each recipient of such financing shall be
personally liable for the full amount of all financing extended to him. Such
financing shall be based upon the judgment of the



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Committee that such financing may reasonably be expected to benefit the
Corporation, and that such financing as may be granted shall be consistent with
the Certificate of Incorporation and By-Laws of the Corporation or such
subsidiary, and applicable laws.

         If any such financing is authorized by the Board of Directors, such
financing shall be administered by the Committee.

15.      SEVERABILITY.

         In the event that any one or more provisions of the Stock Option Plan
or any Agreement, or any action taken pursuant to the Stock Option Plan or such
Agreement, should, for any reason, be unenforceable or invalid in any respect
under the laws of the United States, any state or the United States or any other
government, such unenforceability or invalidity shall not affect any other
provision of the Stock Option Plan or of such or any other Agreement, but in
such particular jurisdiction and instance the Stock Option Plan and the affected
Agreement shall be construed as if such unenforceable or invalid provision had
not been contained therein or if the action in question had not been taken
thereunder.

16.      APPLICABLE LAW.

         The Stock Option Plan shall be governed and interpreted, construed and
applied in accordance with the laws of the State of Delaware.

17.      WITHHOLDING.

         A holder shall, upon notification of the amount due and prior to or
concurrently with delivery to such holder of a certificate representing such
shares of Common Stock, pay promptly any amount necessary to satisfy applicable
federal, state, local or other tax requirements.

18.      MISCELLANEOUS.

         1. The terms "parent," "subsidiary" and "subsidiary corporation" shall
have the meanings set forth in Sections 424(e) and (f) of the Code,
respectively.

         2. The term "disinterested person" shall mean a person who is not at
the time he exercises discretion in administering the Stock Option Plan eligible
and has not at any time within one year prior thereto been eligible for
selection as a person to whom stock may be allocated or to whom stock options
may be granted pursuant to the Stock Option Plan or any other plan of the
Corporation or any of its affiliates entitling the participants therein to
acquire stock or stock options of the Corporation or any of its affiliates.

         3. The term "terminated for cause" shall mean termination by the
Corporation (or a subsidiary thereof) of the employment of or other relationship
with, the original grantee by reason of the grantee's (i) willful refusal to
perform his obligations to the Corporation (or a subsidiary thereof), (ii)
willful misconduct, contrary to the interests of the Corporation (or a
subsidiary thereof), or (iii) commission of a serious criminal act, whether
denominated a felony, misdemeanor or otherwise. In the event of any dispute
regarding whether a termination for cause



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has occurred, the Board of Directors may by resolution resolve such dispute and
such resolution shall be final and conclusive on all parties.

         4. The term "change in control" shall mean an event or series of events
that would be required to be described as a change in control of the Corporation
in a proxy or information statement distributed by the Corporation pursuant to
Section 14 of the Securities Exchange Act of 1934 in response to Item 6(e) of
Schedule 14A promulgated thereunder, or any substitute provision which may
hereafter be promulgated thereunder or otherwise adopted. The determination of
whether and when a change in control has occurred or is about to occur shall be
made by the Board of Directors in office immediately prior to the occurrence of
the event or series of events constituting such change in control.

         5. Notwithstanding anything to the contrary contained herein, all
options previously granted to persons who were officers of Aquis Communications,
Inc. ("Aquis") shall, upon the effectiveness of the merger between Aquis and
Paging Partners Merger Corporation, be converted into options under this Stock
Option Plan.



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