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                                                                   Exhibit 10.68


                       AQUIS WIRELESS COMMONICATIOS, INC.
                           l719A Route 10, Suite 300
                              Parsippany, NJ 07054
                              Tel: (973) 560-8000

                                January 16, 2002

Alert Communications L.L.C.
600 South Federal Skeet
Suite 504
Chicago, illinois 60605

Attention:   Housh Khoshbin

Gentlemen:

          Re:  Second Amendment to Asset Purchase Agreement By and Between Alert
               Communications, L.L.C. and Aquis Wireless Communications, Inc.
               ----------------------------------------------------------------

         Reference is hereby made to the Asset Putchase Agreement by and between
Alert Communications, L.L.C. (the "Buyer") and Aquis Wireless Communications,
Inc. (the "Seller")(the "Asset Purchase Agreement"), dated August 31, 2001, and
the Escrow Agreement, dated as of September 7, 2001, by among the Seller, Buyer
and Harris Bank Barrington, NA., as Escrow Trustee (The "Escrow Trustee")(the
"Escrow Agreement").

         There have been disagreements between the parties with respect to
amounts that are owed to the Seller under the Asset Purchase Agreement and the
Agreement Pending Purchase Consummation contemplated by the Asset Purchase
Agreement.

         Buyer and Seller hereby agree that the aggregate balance of (i) the
unpaid Purchase Price owed Seller under the Asset Purchase Agreement and (ii)
all amounts owing by Buyer to Seller under the Agreement Pending Purchase
Consummation is $350,000.00.

         The parties are hereby directing the Escrow Trustee to wire transfer to
the Seller from the Escrow Account the sum of $350,000.00 with the balance of
all amounts in the Escrow Account to be paid by the Escrow Trustee to the Buyer,
and Escrow Account shall be closed and the Escrow Agent's duties shall be
completed.

         The parties agree that, except for the rental expense associated with
the Chicago office for January 2002 which has already been paid by the Seller,
and the payroll already paid by the Seller, the Buyer is directly responsible
for all expenses of the Business from and after January 1, 2002 and no
additional amounts shall be owed by Buyer to Seller under the Agreement Pending
Purchase Consummation.

         The parties agree that Seller is responsible to pay, to the extent (if
any) not previously paid by Seller, all amounts for which it was responsible to
pay under the Agreement Pending Purchase Consummation for the period prior to
January 1,2002.

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                                      -2-

         If this letter agreement is satisfactory, please sign where indicated
below whereupon the Buyer and Seller shall become legally bound hereby. Except
as expressly amended by the terms of this letter agreement, the Asset Purchase
Agreement shall remain in full force and effect.



                                        Very truly yours,

                                        AQUIS WIRELESS COMMUNICATIONS, INC.

                                        By: /s/ Keith J. Powell
                                            ------------------------
                                            Keith J. Powell
                                            President


Agreed and Accepted



ALERT COMMUNICATIONS, L.L.C.



By: /s/ Housh Khoshbin
---------------------------------------
    Authorized Officer