<PAGE>

                                                                   Exhibit 10.66


                        AQUIS COMMUNICATIONS GROUP, INC.
                            2001 STOCK INCENTIVE PLAN

     Section 1. General Purpose of the Plan; Definitions. The purpose of the
     Plan is to provide officers, employees, directors and consultants of Aquis
     Communications Group, Inc. (the "Company") and other members of the
     Participating Company Group the opportunity to receive stock options and
     stock awards and thereby acquire a proprietary interest in the Company. It
     is anticipated that providing such persons with a direct stake in the
     Company's welfare will assure a closer identification of their interests
     with those of the Company's stockholders, thereby encouraging the
     participants to contribute materially to the growth and development of the
     Company and strengthening their desire to remain with the Company.

              The following terms shall be defined as set forth below:

              "Act" means the Securities Exchange Act of 1934, as amended.

              "Award" or "Awards," except where referring to a particular
      category of grant under the Plan, shall include Incentive Stock Options,
      Non-Qualified Stock Options and Stock Awards.

              "Board" means the Board of Directors of the Company.

              "Cause" means (a) with respect to an individual who is party to a
      written agreement with a Participating Company which contains a
      definition of "cause" or "for cause" or words of similar import for
      purposes of termination of Service thereunder by the Participating
      Company, "cause" or "for cause" as defined in such agreement; (b) in all
      other cases (i) any violation of a law, rule or regulation other than
      minor traffic violations, including without limitation, any violation of
      the Foreign Corrupt Practices Act; (ii) a breach of fiduciary duty for
      personal profit; (iii) fraud, dishonesty or other acts of misconduct in
      the rendering of services on behalf of the Company or relating to the
      employee's employment; (iv) misconduct by the employee which would cause
      the Company to violate any state or federal law relating to sexual
      harassment or age, sex or other prohibited discrimination or any violation
      of written policy of the Company or any successor entity adopted in
      respect to such law; (v) failure to follow Company work rules or the
      lawful instructions (written or otherwise) of the Board of Directors of
      the Company or a responsible executive to whom the employee directly or
      indirectly reports, provided compliance with such directive was reasonably
      within the scope of the employee's duties and the employee was given
      notice that his or her conduct could give rise to termination and such
      conduct is not, or could not be cured, within ten (10) days thereafter; or
      (vi) any violation of a confidentiality or non-competition agreement or
      patent assignment agreement or any agreement relating to the Company's
      protection of intellectual property rights.

              "Code" means the Internal Revenue Code of 1986, as amended, and
      any successor Code, and related rules, regulations and interpretations.

              "Effective Date" means the date on which the Plan is approved by
      the Board as set forth in Section 18.


<PAGE>




              "Fair Market Value" of the Stock on any given date means (i) if
      the Stock is listed on any established stock exchange or a national market
      system, including without limitation the National Market or SmallCap
      Market of The Nasdaq Stock Market, its Fair Market Value shall be the
      closing sales price for such stock (or the closing bid, if no sales were
      reported) as quoted on such exchange or system for the last market trading
      day prior to the time of determination, as reported in The Wall Street
      Journal or such other source as the Administrator deems reliable; (ii) if
      the Stock is regularly traded on the Nasdaq OTC Bulletin Board Service, or
      a comparable automated quotation system, its Fair Market Value shall be
      the mean between the high bid and low asked prices for the Stock on the
      last market trading day prior to the day of determination; or (iii) in the
      absence of an established market for the Stock, the Fair Market Value
      thereof shall be determined in good faith by the Plan Administrator.

              "Incentive Stock Option" means any Stock Option designated and
      qualified as an "incentive stock option" as defined in Section 422 of the
      Code.

              "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

              "Option" or "Stock Option" means any Option to purchase shares of
      Stock granted pursuant to Section 6.

              "Option Period" means the period commencing on the grant date of
      an Option and ending on the last day of the term of such Option as
      established pursuant to Section 8.2.

              "Participating Company" means the Company or any or Subsidiary
      Corporation or any other member of the Participating Company Group.

              "Participating Company Group" means, at any point in time, any
      Participating Company or all corporations collectively which are then
      Participating Companies.

              "Service" means a participant's employment or service with any
      member of the Participating Company Group, whether in the capacity of an
      employee, officer, director or a consultant. The participant's Service
      shall not be deemed to have terminated merely because of a change in the
      Participating Company for which the participant renders such Service,
      provided that there is no interruption or termination of the participant's
      Service. Furthermore, a participant's Service with the Participating
      Company Group shall not be deemed to have terminated if the participant
      takes any military leave, sick leave, or other bona fide leave of absence
      approved by a Participating Company; provided, however, that if any such
      leave exceeds ninety (90) days, on the ninety-first (91st) day of such
      leave the participant's Service shall be deemed to have terminated unless
      the participant's right to return to Service with the Participating
      Company is guaranteed by statute or contract.

              "Stock" means the Common Stock, par value $.01 per share, of the
      Company, subject to adjustments pursuant to Section 11.

              "Stock Award" means any award granted pursuant to Section 9.




                                       -2-


<PAGE>






              "Subsidiary" means any, whether now or hereafter existing,
      corporation or other entity (other than the Company) in any unbroken chain
      of corporations or other entities, beginning with the Company, if each of
      the corporations or entities owns stock or other interests possessing 50%
      or more of the economic interest or the total combined voting power of all
      classes of stock or other interests in one of the other corporations or
      entities in the chain, whether now or hereafter existing.

      Section 2. Administration. The Plan shall be administered by the full
      Board of Directors of the Company or a committee of such Board of
      Directors comprised of two or more "Non-Employee Directors" within the
      meaning of Rule l6b-3(a)(3) promulgated under the Act (the "Plan
      Administrator"). Subject to the provisions of the Plan, the Plan
      Administrator is authorized to:

                  (a)      construe the Plan and any Award under the Plan;

                  (b)      select the directors, officers, employees and
                           consultants of any Participating Company to whom
                           Awards may be granted;

                  (c)      determine the number of shares of Stock to be covered
                           by any Award;

                  (d)      determine and modify from time to time the terms and
                           conditions, including restrictions, of any Award and
                           to approve the form of written instrument evidencing
                           Awards;

                  (e)      accelerate at any time the exercisability or vesting
                           of all or any portion of any Award and/or to include
                           provisions in Awards providing for such acceleration;

                  (f)      impose limitations on Awards, including limitations
                           on transfer and repurchase provisions;

                  (g)      extend the exercise period within which Stock Options
                           may be exercised; and

                  (h)      determine at any time whether, to what extent, and
                           under what circumstances Stock and other amounts
                           payable with respect to an Award shall be deferred
                           either automatically or at the election of the
                           participant and whether and to what extent the
                           Company shall pay or credit amounts constituting
                           interest (at rates determined by the Plan
                           Administrator) or dividends or deemed dividends on
                           such deferrals.

      The determination of the Plan Administrator on any such matters shall be
conclusive.

Section 3. Delegation of Authority to Grant Awards. The Plan Administrator, in
its discretion, may delegate to one or more executive officers of the Company
all or part of the Plan Administrator's authority and duties with respect to
granting Awards and all references in the Plan to the "Plan Administrator" shall
include such executive officers to the extent they are acting pursuant to such
delegation. The Plan Administrator may revoke or amend the terms of such a
delegation at any time, but such revocation shall not invalidate prior actions
of the executive officers that were consistent with the terms of the Plan.



                                       -3-


<PAGE>


Section 4. Eligibility. Awards may only be granted to employees, directors, and
consultants with any member of the Participating Company Group. For purposes of
the foregoing sentence, "employees," "directors" and "consultants" shall include
prospective employees, prospective directors and prospective consultants to whom
Awards are granted in connection with written offers of an employment or other
service relationship with a Participating Company.

Section 5. Shares Subject to the Plan. The number of shares of Stock which may
be issued pursuant to the Plan shall be 1,000,000. For purposes of the foregoing
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the number
of shares of Stock available for issuance under the Plan. Stock to be issued
under the Plan may be either authorized and unissued shares or shares held in
treasury by the Company,

Section 6. Stock Options. Options granted pursuant to the Plan may be either
Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provided, however, that: (i) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (ii) No Incentive Stock
Option may be granted following the tenth anniversary of the Effective Date of
the Plan. The provisions of the Plan and any Stock Option Agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

Section 7. ISO Fair Market Value Limitation. To the extent that Options
designated as Incentive Stock Options (granted under all stock option plans of
the Participating Company Group, including the Plan) become exercisable by a
participant for the first time during any calendar year for Stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion
of such Options which exceeds such amount shall be treated as Non-Qualified
Stock Options. For purposes of this Section 7, Options designated as Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of Stock shall be determined as of the time
the Option with respect to such Stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 7, such
different limitation shall be deemed incorporated herein effective as of the
amendment date and with respect to such Options as required or permitted by such
amendment to the Code. If an Option is treated as an Incentive Stock Option in
part and as a Nonstatutory Stock Option in part by reason of the limitation set
forth in this Section 7, the participant may designate which portion of such
Option the participant is exercising. In the absence of such designation, the
participant shall be deemed to have exercised the incentive Stock Option portion
of the Option first. Separate certificates representing each such portion shall
be issued upon the exercise of the Option.


                                      -4-


<PAGE>



Section 8. Terms of Options. Each Option granted under the Plan shall be
evidenced by an agreement between the Company and the person to whom such Option
is granted (the "Option Agreement") and shall be subject to the following terms
and conditions:

         8.1 Exercise Price. Subject to adjustment as provided in Section 11 of
this Plan, the price at which each share covered by an Option may be purchased
shall be determined in each case by the Plan Administrator; provided, however,
that such price shall not, in the case of an Incentive Stock Option, be less
than the Fair Market Value of the underlying Stock at the time the Option is
granted. If a participant owns (or is deemed to own under applicable provisions
of the Code and rules and regulations promulgated thereunder) more than ten
percent (10%) of the combined voting power of all classes of the stock of the
Company and an Option granted to such participant is intended to qualify as an
Incentive Stock Option, the Option price shall be no less than 110% of the Fair
Market Value of the Stock covered by the Option on the date the Option is
granted.

         8.2 Exercise Period. Options shall be exercisable at such time or
times, or upon such event or events, and subject to such terms, conditions,
performance criteria, and restrictions as shall be determined by the Plan
Administrator and set forth in the Option Agreement evidencing such Option;
provided, however, that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date of grant of such Option, (ii) no Incentive
Stock Option granted to a participant who owns more than 10% of the combined
voting power of all classes of stock of the Company (or any parent or subsidiary
of the Company) shall be exercisable after the expiration of five (5) years
after the date of grant of such Option, and (iii) no Option granted to a
prospective employee, prospective consultant or prospective director may become
exercisable prior to the date on which such person commences Service with the
Participating Company. Subject to the foregoing, unless otherwise specified by
the Option Agreement evidencing the Option, any Option granted hereunder shall
have a term of ten (10) years from the effective date of grant of the Option.

         8.3 Effect of Termination of Service. Unless otherwise provided in such
participant's Option Agreement:

                  (i)      Death. If a participant shall cease to perform
                           Service as a result of such participant's death, any
                           Options then exercisable shall be exercisable until
                           the earlier to occur of one year anniversary of the
                           participant's death or the expiration of the Option
                           Period and only by the participant's personal
                           representative or persons entitled thereto under the
                           participant's will or the laws of descent and
                           distribution.

                  (ii)     Termination, of Service. If a participant shall cease
                           to perform Service to any member of the Participating
                           Company Group, all Options to which the participant
                           is then entitled to exercise may be exercised until
                           the earlier to occur of the three month anniversary
                           of the participant's termination of Service or the
                           expiration of the Option Period or, if such
                           termination was due to disability or retirement (as
                           hereinafter defined), until the earlier to occur of
                           the one year anniversary of the participant's
                           termination of Service or the expiration of the
                           Option Period. Notwithstanding the foregoing, in the
                           event that any termination of Service shall be for
                           "Cause" (as defined herein) or the participant
                           voluntarily terminates his or her Service, then any
                           and all Options held by such participant shall
                           forthwith terminate. For purposes of the Plan,
                           "retirement" shall mean the termination of employment
                           with the Participating Company Group, other than for
                           Cause, at any time under circumstances which would
                           entitle such participant to other retirement benefits
                           provided by the Participating Company to whom the
                           participant was providing Service immediately prior
                           to the termination of Service or such other
                           circumstances that the Plan Administrator concludes
                           should be deemed a retirement.


                                       -5-


<PAGE>




                  (iii)    Limitation on Shares. The Option may not be
                           exercised for more shares (subject to adjustment as
                           provided in Section 11) after the termination of the
                           participant's Service than the participant was
                           entitled to purchase thereunder at the time of the
                           termination of such relationship.

         8.4 Payment of Exercise Price. The Option exercise price of each share
purchased pursuant to an Option shall be paid in full at the time of each
exercise (the "Payment Date") of the Option (i) in cash; (ii) by delivering to
the Company a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Act to sell a sufficient portion of the
shares and deliver the sale proceeds directly to the Company to pay the exercise
price; (iii) in the discretion of the Plan Administrator, through the delivery
to the Company of previously-owned shares of Common Stock having an aggregate
Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; provided, however, that shares
of Common Stock delivered in payment of the Option price must have been held by
the participant for at least six (6) months in order to be utilized to pay the
Option price; (iv) in the discretion of the Plan Administrator, by an election
to have the Company withhold shares otherwise issuable to the participant having
a Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; or (v) in the discretion of
the Plan Administrator, through any combination of the payment procedures set
forth in subsections (i}-(iv)

         8.5 Nontransferability of Options. No Option shall be assignable or
transferable other than by the laws of descent and distribution. During the
lifetime of the participant, an Option shall be exercisable only by the
participant or, in the event of the participant's incapacity, by the
participant's legal guardian or legal representative.

Section 9. Stock Awards.

                  (a)      The Plan Administrator may grant Stock Awards to any
                           officer, employee or consultant with any member of
                           the Participating Company Group. A Stock Award
                           entitles the recipient to acquire shares of Stock
                           subject to such restrictions and conditions as the
                           Plan Administrator may determine at the time of grant
                           ("Stock Award"). Conditions may be based on
                           continuing employment (or other business
                           relationship) and/or achievement of pre-established
                           performance goals and objectives.


                                       -6-


<PAGE>



                  (b)      Upon execution of a written instrument setting forth
                           the Stock Award and paying any applicable purchase
                           price, a participant shall have the rights of a
                           shareholder with respect to the Stock subject to the
                           Stock Award, including, but not limited to the right
                           to vote and receive dividends with respect thereto;
                           provided, however, that shares of Stock subject to
                           Stock Awards that have not vested shall be subject to
                           the restrictions on transferability described in
                           Section 9(d) below, Unless the Plan Administrator
                           shall otherwise determine, certificates evidencing
                           the Stock Awards shall remain in the possession of
                           the Company until such Stock is vested as provided in
                           Section 9(c) below.

                  (c)      The Plan Administrator at the time of grant shall
                           specify the date or dates and/or the attainment of
                           pre-established performance goals, objectives and
                           other conditions on which Stock shall become vested,
                           subject to such further rights of the Company or its
                           assigns as may be specified in the instrument
                           evidencing the Stock Award. If the participant or the
                           Company, as the case may be, fails to achieve the
                           designated goals or the participant's relationship
                           with the Company is terminated prior to the
                           expiration of the vesting period, the participant
                           shall forfeit all shares of Stock subject to the
                           Stock Award which have not then vested.

                  (d)      Unvested Stock may not be sold, assigned transferred,
                           pledged or otherwise encumbered or disposed of except
                           as specifically provided herein or in the written
                           instrument evidencing the Stock Award.

Section 10. Tax Withholding.

                  (a)      Whenever shares of Stock or Options are to be issued
                           or cash is to be paid under the Plan, under
                           circumstances in which the Plan Administrator
                           believes that any federal, state or local tax
                           withholding may be imposed, the Company or
                           Subsidiary, as the case may be, shall have the right
                           to require the participant to remit to the Company or
                           Subsidiary, as the case may be, an amount sufficient
                           to satisfy the minimum federal, state and local tax
                           withholding requirements prior to the delivery of any
                           certificate for shares or any proceeds; provided,
                           however, that in the case of a participant who
                           receives an Award of Stock under the Plan which is
                           not fully vested, the participant shall remit such
                           amount on the first business day following the Tax
                           Date. The "Tax Date" for purposes of this Section 10
                           shall be the date on which the amount of tax to be
                           withheld is determined. If a participant makes a
                           disposition of Stock acquired upon the exercise of an
                           Incentive Stock Option within either two years after
                           the Option was granted or one year after its exercise
                           by the participant, the participant shall promptly
                           notify the Company and the Company shall have the
                           right to require the participant to pay to the
                           Company an amount sufficient to satisfy federal,
                           state and local tax withholding requirements.


                                       -7-


<PAGE>



                  (b)      A participant who is obligated to pay the Company an
                           amount required to be withheld under applicable tax
                           withholding requirements may pay such amount (i) in
                           cash; (ii) in the discretion of the Plan
                           Administrator, through the delivery to the Company of
                           previously-owned shares of Stock having an aggregate
                           Fair Market Value on the Tax Date equal to the tax
                           obligation provided that the previously owned shares
                           delivered in satisfaction of the withholding
                           obligations must have been held by the participant
                           for at least six (6) months; (iii) in the discretion
                           of the Plan Administrator, through an election to
                           have the Company withhold shares of Stock otherwise
                           issuable to the participant having a Fair Market
                           Value on the Tax Date equal to the amount of tax
                           required to be withheld, or (iv) in the discretion of
                           the Plan Administrator, through a combination of the
                           procedures set forth in subsections (i), (ii) and
                           (iii) of this Section 10(b).

                  (c)      An election by a participant to have shares of Stock
                           withheld to satisfy federal, state and local tax
                           withholding requirements pursuant to Section 10(b)
                           must be in writing and delivered to the Company prior
                           to the Tax Date.

Section 11. Adjustment of Number and Price of Shares.

                  Any other provision of the Plan notwithstanding:

                  (a)      If, through or as a result of any merger,
                           consolidation, sale of all or substantially all of
                           the assets of the Company, reorganization,
                           recapitalization, reclassification, stock dividend,
                           stock split, reverse stock split or other similar
                           transaction, the outstanding shares of Stock are
                           increased or decreased or are exchanged for a
                           different number or kind of shares or other
                           securities of the Company, or additional shares or
                           new or different shares or other securities of the
                           Company or other non-cash assets are distributed with
                           respect to such shares of Stock or other securities,
                           the Plan Administrator shall make an appropriate or
                           proportionate adjustment in (i) the number of Stock
                           Options that can be granted to any one individual
                           participant, (ii) the number and kind of shares Or
                           other securities subject to any then outstanding
                           Awards under the Plan, and (iii) the price for each
                           share subject to any then outstanding Stock Options
                           under the Plan, without changing the aggregate
                           exercise price (i.e., the exercise price multiplied
                           by the number of shares) as to which such Stock
                           Options remain exercisable. The adjustment by the
                           Plan Administrator shall be final, binding and
                           conclusive.

                  (b)      In the event that, by reason of a corporate merger,
                           consolidation, acquisition of property or stock,
                           separation, reorganization or liquidation, the Board
                           of Directors shall authorize the issuance or
                           assumption of a stock Option or stock Options in a
                           transaction to which Section 424(a) of the Code
                           applies, then, notwithstanding any other provision of
                           the Plan, the Plan Administrator may grant an Option
                           or Options upon such terms and conditions as it may
                           deem appropriate for the purpose of assumption of the
                           old Option, or substitution of a new Option for the
                           old Option, in conformity with the provisions of Code
                           Section 424(a) and the rules and regulations
                           thereunder, as they may be amended from time to time.


                                       -8-


<PAGE>





                  (c)      No adjustment or substitution provided for in this
                           Section 11 shall require the Company to issue or to
                           sell a fractional share under any Option Agreement or
                           share award agreement and the total adjustment or
                           substitution with respect to each stock Option and
                           share award agreement shall be limited accordingly.

                  (d)      In the case of (i) the dissolution or liquidation of
                           the Company, (ii) a merger, reorganization or
                           consolidation in which the Company is acquired by
                           another person or entity (other than a holding
                           company formed by the Company), (iii) the sale of all
                           or substantially all of the assets of the Company to
                           an unrelated person or entity, or (iv) the sale of
                           all of the stock of the Company to a unrelated person
                           or entity (in each case, a "Fundamental
                           Transaction"), the Plan and all Awards granted
                           hereunder shall terminate, unless provision is made
                           in connection with the Fundamental Transaction for
                           the assumption of the Awards heretofore granted, or
                           the substitution of such Awards with new awards of
                           the successor entity, with appropriate adjustment as
                           to the number and kind of shares and, if appropriate,
                           the per share exercise price as provided in
                           Subsections (a) and (b) of this Section 11. In the
                           event of such termination and in the event the Board
                           does not provide for the Cash Payment described in
                           Subsection (e) of this Section each participant shall
                           be notified of such proposed termination and
                           permitted to exercise for a period of at least 15
                           days prior to the date of such termination all
                           Options held by such participant which are then
                           exercisable.

                  (e)      In the event that the Company shall be merged or
                           consolidated with another corporation or entity,
                           other than a corporation or entity which is an
                           "affiliate" of the Company, under the terms of which
                           holders of Stock of the Company will receive upon
                           consummation thereof a cash payment for each share of
                           Stock of the Company surrendered pursuant to such
                           Business Combination (the "Cash Purchase Price"), the
                           Board of Directors may provide that all outstanding
                           Options shall terminate upon consummation of such
                           transaction and each participant shall receive, in
                           exchange therefor, a cash payment equal to the amount
                           (if any) by which (i) the Cash Purchase Price
                           multiplied by the number of shares of Stock of the
                           Company subject to outstanding Options held by such
                           participant exceeds (ii) the aggregate exercise price
                           of such Options.

Section 12. Change in Control.

                                      -9-


<PAGE>



                  (a)      Unless otherwise provided in such participant's
                           Option Agreement, agreements relating to Stock Awards
                           or in a written employment or other agreement
                           directly addressing the same subject matter as
                           addressed below, in the event that the Plan is
                           terminated as a result of or following a Change in
                           Control (as defined herein), all vested Options and
                           Stock Awards then outstanding at the time of such
                           Plan termination may be exercised for a period of
                           thirty (30) days from the date of notice of the
                           proposed termination. In such event, all participants
                           shall be credited with an additional six (6) months
                           of service for the purpose of any otherwise unvested
                           Options and Stock Awards. Upon a Change in Control in
                           which the Plan is either assumed or otherwise not
                           subject to termination, if during the remaining term
                           of such a participant's Options or Stock Awards, the
                           participant is terminated other than for Cause, the
                           participant will, at the time of such termination, be
                           credited with an additional six (6) months of service
                           for the purpose of any otherwise unvested Options and
                           Stock Awards; however, in the event of a termination
                           for Cause, all Options shall immediately terminate
                           and all unvested portions of Stock Awards shall
                           immediately terminate.

                  (b)      As used herein, a "Change in Control" shall be deemed
                           to have occurred if: (1) any "person" (as such term
                           is used in Section 13(d) and 14(d) of the Exchange
                           Act) acquires "beneficial ownership" (as defined in
                           Rule 13d-3 under the Exchange Act), directly or
                           indirectly, of securities of the Company representing
                           fifty percent (50%) or more of the voting power of
                           the then outstanding securities of the Company except
                           where the acquisition is approved by the Board; or
                           (ii) if the Company is to be consolidated with or
                           acquired by another entity in a merger or other
                           reorganization in which the holders of the
                           outstanding voting stock of the Company immediately
                           preceding the consummation of such event, shall,
                           immediately following such event, hold, as a group,
                           less than a majority of the voting securities of the
                           surviving or successor entity or in the event of a
                           sale of all or substantially all of the Company's
                           assets or otherwise.

                  (c)      Notwithstanding anything in the Plan to the contrary,
                           the acceleration of vesting and exercisability
                           provided by Subsection (a) of this Section shall not
                           occur in the event that such acceleration would make
                           the transaction causing the Change in Control to be
                           ineligible for pooling of interests accounting
                           treatment and, in the absence of such acceleration,
                           the transaction would qualify for such treatment and
                           the Company intends to use such treatment with
                           respect to such transaction.

Section 13. No Right to Future Employment. Nothing contained in the Plan nor in
any Award agreement shall confer upon any participant any right with respect to
the continuance of employment by the Company nor interfere in any way with the
right of the Company to terminate his employment or change his compensation at
any time.


                                      -10-


<PAGE>



Section 14. Amendment and Discontinuance. The Board of Directors may alter,
amend, suspend or discontinue the Plan, provided that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto.

Section 15. Compliance with Section 16. With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule l6b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this
intent). To the extent that any Award fails to so comply, it shall be deemed to
be modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule l6b-3.

Section 16. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement entered into pursuant to the
Plan, the Company shall not be required to issue any shares of Stock hereunder
prior to registration of the shares subject to the Plan under the Securities Act
of 1933 or the Act, if such registration shall be necessary, or before
compliance by the Company or any participant with any other provisions of either
of those acts or of regulations or rulings of the Securities and Exchange
Commission thereunder, or before compliance with other federal and state laws
and regulations and rulings thereunder, including the rules any applicable
exchange or of the Nasdaq Stock Market. The Company shall use its best efforts
to effect such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such registration or
compliance is necessary.

Section 17. Participation by Foreign Nationals. The Plan Administrator may, in
order to fulfill the purposes of the Plan and without amending the Plan, modify
grants to foreign nationals or United States citizens employed abroad in order
to recognize differences in local law, tax policy or custom,

Section 18. Effective Date of Plan - Shareholder Approval. The Plan was approved
by the Board and became effective on November 21, 2001. Those provisions of the
Plan that for federal tax purposes require approval of the stockholders of the
Company (i.e.. the granting of incentive stock options) shall not become
effective until adopted by the stockholders, however, the Company reserves the
right to grant Incentive Stock Options provided stockholder approval is secured
within one (1) year from the date thereof. In the event Incentive Stock Options
are granted and Stockholder approval is not timely secured, such Options shall
remain in full force and effect, however, shall automatically convert to
Non-Qualified Options.

Section 19. Governing Law. The Plan shall be governed by the internal laws of
the State of Delaware without giving effect to its choice of law provisions.
Unless otherwise provided in an Option Agreement or Award Agreement, Awards
shall be governed by the same laws as the Plan.



                                      -11-


<PAGE>


                                                            Option No. 2001-ISO_


                        AQUIS COMMUNICATIONS GROUP, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                                    UNDER THE
                        AQUIS COMMUNICATIONS GROUP, INC.
                     2001 STOCK INCENTIVE PLAN (the "Plan")

              This Agreement is made as of the date set forth on Schedule A
      hereto (the "Grant Date") by and between Aquis Communications Group, Inc.
      (the "Corporation"), and the person named on Schedule A hereto (the
      "Optionee").

              WHEREAS, Optionee is a valuable employee of the Corporation or
      one of its subsidiaries and the Corporation considers it desirable and in
      its best interest that Optionee be given an inducement to acquire a
      proprietary interest in the Corporation and an incentive to advance the
      interests of the Corporation by granting the Optionee an option to
      purchase shares of common stock of the Corporation (the "Common Stock");

              WHEREAS, to cover the granting of such Options, the Corporation
      has adopted the 2001 Stock Incentive Plan (the "Plan");

              NOW, THEREFORE, the parties hereto, intending to be legally bound,
      hereby agree that as of the Grant Date, the Corporation grants Optionee an
      option to purchase from it, upon the terms and conditions set forth in the
      Plan, that number of shares of the authorized and unissued Common Stock of
      the Corporation as is set forth on Schedule A hereto.

                1. Terms of Stock Option. The option to purchase Common Stock
      granted hereby is subject to the terms, conditions, and covenants set
      forth in the Plan as well as the following:

                  (a)      The Optionee has been provided with, reviewed and
                           fully understood, the terms, conditions and
                           covenants, of the Plan;

                  (b)      This Option is granted under, and subject in its
                           entirety to, the terms of the Plan;

                  (c)      The Optionee has been provided with, and fully
                           understands, the "Disclosure Document for the Aquis
                           Communications Group, Inc. 2001 Stock Incentive
                           Plan";

                  (d)      This option shall constitute an Incentive Stock
                           Option which is intended to qualify under Section 422
                           of the Internal Revenue Code of 1986, as amended;

                  (e)      The per share exercise price for the shares subject
                           to this option shall be the Fair Market Value (as
                           defined in the Plan) of the Common Stock on the Grant
                           Date, which exercise price is set forth on Schedule A
                           hereto;


<PAGE>



                  (f)      This option shall vest in accordance with the vesting
                           schedule set forth on Schedule A hereto;

                  (g)      No portion of this option may be exercised more than
                           ten (10) years from the Grant Date.

         2. Miscellaneous.

                  (a)      This Agreement is binding upon the parties hereto and
                           their respective heirs, personal representatives,
                           successors and assigns.

                  (b)      this Agreement will be governed and interpreted in
                           accordance with the laws of the State of Delaware,
                           and may be executed in more than one counterpart,
                           each of which shall constitute an original document.

                  (c)      No alterations, amendments, changes or additions to
                           this agreement will be binding upon either the
                           Corporation or Optionee unless reduced to writing and
                           signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                                AQUIS COMMUNICATIONS GROUP, INC.


                                                By:
                                                   ----------------------------
                                                   Authorized Executive Officer


                                               OPTIONEE


                                               ---------------------------------
                                               Signature


                                               ---------------------------------
                                               Print Name







                                        2


<PAGE>



                                   Schedule A

         1.       Optionee:

         2.       Grant Date: November 21,2001

         3.       Number of Shares of Common Stock covered by the Option:

         4.       Exercise Price: $.03 (Fair Market Value of Common Stock on the
                  Grant Date):

         5.       The Option shall vest in accordance with the following
                  schedule:

                  (i)      Commencing on the Grant Date, Options to purchase
                           ______ Shares shall immediately vest and thereafter
                           ______ Shares shall vest on the first, second and
                           third anniversary of the Grant Date so long as the
                           Optionee shall remain employed by any company in the
                           Participating Company Group;

                  (ii)     upon whatever earlier dates as are permitted by the
                           Corporation in its sole discretion; or

                  (iii)    as otherwise provided for in the Plan.

                                               AQUIS COMMUNICATIONS GROUP, INC.



                                               By:
                                                  -----------------------------
                                                 Authorized Executive Officer


                                               OPTIONEE


                                               ---------------------------------
                                               Signature


                                               ---------------------------------
                                               Print Name


                                        3