LICENSE AGREEMENT

      THIS LICENSE AGREEMENT, made the 31st day of December, 1998 (this "License
Agreement"), between BELL ATLANTIC NETWORK SERVICES, INC., a Delaware
corporation for and on behalf of

BELL ATLANTIC - DELAWARE, INC., a Delaware corporation, 
BELL ATLANTIC - MARYLAND, INC., a Maryland corporation, 
BELL ATLANTIC - NEW JERSEY, INC., a New Jersey corporation, 
BELL ATLANTIC - PENNSYLVANIA, INC., a Pennsylvania corporation, 
BELL ATLANTIC - VIRGINIA, INC., a Virginia corporation, 
BELL ATLANTIC - WASHINGTON, D.C., INC., a New York corporation, and
BELL ATLANTIC - WEST VIRGINIA, INC., a West Virginia corporation, shall each be
referred to from time to time as an "OTC" or "Licensor" and collectively as the
"OTCs" or "Licensors"

and AQUIS COMMUNICATIONS, INC., a Delaware corporation formerly known as BAP
Acquisition Corp., referred to from time to time as the "Licensee".

      NOW THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties hereto covenant and agree as follows:

1.    Premises:

      (a)   Licensors are the respective owners or lessees of the real
            properties described in Exhibit A annexed hereto (the "Properties").
            Subject to the restrictions contained in the various leases of
            Properties to Licensors, where applicable (the "Master Leases"),
            Licensors agree to license to Licensee certain space in or on the
            buildings, roof tops, towers and lands of the Properties depicted in
            Exhibit B annexed hereto (the "Premises") for the purposes of
            installing, operating, maintaining, repairing, and replacing the
            communications equipment described in Exhibit C annexed hereto
            ("Equipment"). Licensee's rights to occupy space on Properties
            leased by Licensors under the Master Leases are subject to the
            rights of the respective lessors thereunder and the terms of the
            respective Master Leases.

      (b)   For those locations for which Licensors have authority to grant such
            rights and subject to Licensors' access requirements as set forth
            hereinafter, Licensors also grant to Licensee a non-exclusive
            license over so much of the Properties as is reasonably necessary
            for:

            i.    access to the Premises by vehicle and foot, and
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License Agreement


            ii.   the installation, maintenance, and repair and replacement of
                  requisite wires, cables, conduits and pipes for the
                  installation, operation and maintenance.

2.    Use:

      (a)   The Premises shall be used by the Licensee for the installation,
            maintenance, operation, repair and replacement of the Equipment
            which shall be used to provide communications services licensed by
            the Federal Communications Commission ("FCC").

      (b)   Licensee will provide Licensor a statement containing the
            manufacture and model of any new or replacement Equipment.

      (c)   Licensee will provided Licensor with a copy of any amendments to the
            FCC licenses which authorize the operation of the Equipment.

3.    Term and Commencement Date:

      (a)   The Initial Term of this License Agreement shall be five years
            ("Initial Term"), commencing the date of this Agreement
            ("Commencement Date").

      (b)   Except as set forth in subsection (c) hereinafter, this License
            Agreement shall automatically be renewed for each Premises without
            need of further documentation for one (1) additional five-year term
            ("Renewal Term") unless Licensee provides notice of its intention
            not to renew at least 90 days prior to the expiration of the Initial
            Term. Licensee may provide such notice for one or more Premises.

      (c)   Pursuant to Section 6.11 of that certain Asset Purchase Agreement
            dated as of July 2, 1998 among the OTCs, Bell Atlantic Paging, Inc.
            and Licensee (the "Purchase Agreement"), Licensee has agreed to
            remove Equipment from certain of the Premises in accordance with
            certain agreements and schedules referred to in such Section.
            Licensor's obligations hereunder to lease or sublease such Premises
            shall expire on the earlier of the date Licensee has removed such
            Equipment from such Premises or the date by which Licensee is
            obligated under Section 6.11 of the Purchase Agreement to have
            removed such Equipment from such Premises; provided, however, that
            with respect to Transmitters (as defined in the Purchase Agreement)
            and Equipment associated therewith, Licensor shall identify and make
            available for lease to Licensee under the terms of this License
            Agreement as a site for such Equipment other premises in non-secure
            locations of the same Property.


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License Agreement


4.    License Fee:

      (a)   During the Initial Term and the Renewal Term, if any, the monthly
            license fee for each of the Premises shall be $375.00 per month,
            subject to increase pursuant to Section 4(b) below (the "Monthly
            License Fee"); provided that there shall be no charge for the first
            month.

      (b)   The Monthly License Fees shall increase by three percent (3%)
            (cumulatively) on each one-year anniversary of the Commencement
            Date.

      (c)   The Monthly License Fees for all of the Premises shall be paid to
            Licensors at the following address:

            Bell Atlantic - Maryland, Inc.
            1 E. Pratt Street, 8N
            Baltimore, Maryland  21202
            Attention: Sandra Williams, Assistant Manager - Real Estate

      (d)   The first month's Monthly License Fees (prorated to the extent
            necessary to give Licensee the benefit of one full month's free
            rent) shall be paid on the first day of the calendar month following
            the Commencement Date, and thereafter the Monthly License Fees shall
            be paid in advance on the first day of each month.

5.    Real Estate Taxes, Taxes and Operating Expenses:

      (a)   Licensee shall not pay any real estate taxes on the Properties or
            buildings thereon.

      (b)   Licensor shall provide electrical service to the Premises for use by
            Licensee. Licensee shall pay Licensor for its electrical utilities
            usage to the extent such usage exceeds $10 per month at each of the
            Premises.

      (c)   Any tax, assessment, levy, charge, fee or license imposed or
            required by reason of or in connection with property ownership or
            lease by Licensor, with regard to the Premises, shall be paid in
            full by the Licensor. Any tax, assessment, levy, charge, fee, or
            license required by reason of the use of the Premises by Licensee
            shall be paid in full by Licensee.

6.    Permits and Approvals:

      Upon request, Licensors agree to cooperate with Licensee in obtaining, at
      Licensee's sole expense, any licenses, permits and other approvals
      required by any federal, state or local 


                                      -3-
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License Agreement


      authority to be held by Licensee for Licensee's use of the Premises and/or
      the Equipment (the "Approvals"). Licensee agrees that it shall maintain
      all licenses, permits and other approvals required by any federal, state
      or local authority to be maintained by Licensee for Licensee's use of the
      Premises and/or the Equipment.

7.    Indemnification:

      (a)   Licensee shall indemnify Licensors, their affiliates and its and
            their directors, officers and employees against, and protect, save
            and hold them harmless from, and assume liability for, any and all
            claims, suits, penalties, actions, judgments, settlements,
            obligations, liabilities and other damages (and all reasonable costs
            and expenses incidental thereto, including reasonable attorney's
            fees) (i) arising by reason of any injury or death to any person or
            persons (including employees or agents of Licensee), or damage to
            property of Licensors or other person or persons, where such
            injuries, losses or damage have been caused by, or arising out of,
            any act or omission of Licensee, its agents, or employees at or
            around the Premises or (ii) arising from third party claims of
            liability or loss resulting from service outages, failures,
            malfunctions or damage to Licensee's equipment located on the
            Property (collectively, "Losses").

      (b)   No indemnity in favor of Licensors under this Agreement against
            Losses shall apply to any such injury or damage caused by or
            resulting primarily from the negligence of Licensors, their agents
            or employees.

8.    Limitation on Licensors' Liability:

      Notwithstanding anything to the contrary contained in this License
      Agreement, Licensee agrees that Licensors shall have no liability or
      responsibility to Licensee under this License Agreement due to an
      interruption or suspension of utility services or other services at the
      Premises or to Licensee's Equipment, if access is denied due to labor
      dispute or any other reason, or for any malfunction or non-functioning of
      Licensee's Equipment for any cause, except that in the event electric
      service to Licensee's Equipment is interrupted for more than 24
      consecutive hours due to the negligence of Licensors, Licensors' agents,
      contractors or employees, then Licensee shall be entitled to damages equal
      to one day's license payment for each additional 24 consecutive hour
      period that such interruption continues, which damages may, at either
      party's option, be paid in the form of a credit against the next accruing
      monthly license payment hereunder. The maximum liability, if any, of
      Licensors for any damages arising out of or in connection with this
      License Agreement, including without limitation contract damages and
      damages for injuries to persons or property and regardless of whether a
      claim is based on contract, tort, strict liability or otherwise, shall be
      limited to an amount not to exceed the aggregate amount of 


                                      -4-
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License Agreement


      Monthly Rental Fees received by Licensors hereunder. In no event shall
      Licensors be liable for any special, indirect, incidental or consequential
      damages, including without limitation lost revenues or profits, even if
      they have been advised of the possibility of such damages. Licensors shall
      not be liable hereunder for any delay or failure in performance caused by
      acts beyond Licensors' reasonable control, including without limitation,
      acts of God, war, vandalism, sabotage, accidents, fires, floods, strikes
      or labor disputes (including without limitation strikes by or labor
      disputes with Licensors' unionized labor force), interruption of utility
      services, or acts of any unit of government or governmental agency.

9.    Compliance with Law:

      (a)   Licensee shall, at Licensee's sole cost and expense, comply with all
            of the requirements of the county, municipal, state, federal, and
            other applicable governmental, authorities, now in force, or which
            may hereinafter be in force and shall defend, indemnify, and save
            harmless Licensor from any claims or suits arising by reason of
            Licensee's failure to comply with such requirements.

      (b)   Licensor shall, at Licensor's sole cost and expense, comply with all
            of the requirements of the county, municipal, state, federal, and
            other applicable governmental, authorities, now in force, or which
            may hereinafter be in force and shall defend, indemnify, and save
            harmless Licensee from any claims or suits arising by reason of
            Licensor's failure to comply with such requirements.

      (c)   The failure of either party to enforce any terms or conditions of
            this License Agreement shall not constitute a waiver of the same or
            other terms and conditions or otherwise prevent or preclude such
            party from exercising the rights or remedies hereunder, at law or in
            equity.

      (d)   This License Agreement shall be deemed to have been executed in the
            Licensors' respective States, and the parties hereto agree that the
            terms and performances hereof shall be governed by and construed in
            accordance with the laws of the Licensors' respective States, so
            that the law of the State in which a Property is located shall apply
            to that Property.

10.   Interference:

      (a)   Licensee agrees that the Equipment shall not cause interference with
            the use or enjoyment of the property of Licensors, other licensees
            located at the Premises or neighboring landowners, including, but
            not limited to interference with radio communications facilities. In
            the event that Licensee's equipment causes such 


                                      -5-
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License Agreement


            interference to such use or enjoyment, Licensee agrees immediately
            to cease operations until such interference is removed by Licensee,
            at its sole expense.

      (b)   Licensors shall not knowingly allow any other licensee of the
            Property to cause interference with the Licensee use of the
            Premises. In the event of such interference, Licensors will take
            reasonable action to ensure that the party causing the interference
            takes appropriate action to correct and eliminate the interference.

11.   Improvements:

      (a)   All Equipment mounted on a roof or tower must be attached securely
            with approved mounts, hangers, and clamps as approved by the
            Licensor. All cables and wires entering or exiting equipment and/or
            buildings must do so in a manner approved by the Licensor. Failure
            to correct any non-compliance with the terms and conditions of this
            Paragraph within three (3) days after notice thereof is given to
            Licensee shall be cause for immediate termination of this License
            Agreement by Licensor at its sole discretion. Additionally no
            materials may be used in the installation, maintenance or upgrade of
            the antennas, cables, and wires that will cause corrosion, rust, or
            deterioration of the building, roof, tower or appurtenances thereof.

      (b)   Each antenna must be identified by a metal tag fastened securely to
            its mounting bracket. Licensee shall have thirty (30) days from the
            date of this License Agreement to comply with this requirement.

      (c)   Installation and maintenance of the Licensee's Equipment shall be
            done at the Licensee's sole expense, using contractors having the
            applicable Licensor's prior approval, shall be in accordance with
            the standards and requirements of the Licensor, and shall be done
            under the Licensor's supervision and shall be subject to Licensor's
            final written approval, which shall not be unreasonably withheld.
            The supervision, approval and other activities of Licensor under
            this Paragraph, however, shall not constitute the waiver of any term
            or condition of this License Agreement. Scheduling of and all work
            shall be coordinated with the Licensor. Any future maintenance
            involving antennas and transmission lines must be coordinated with
            Licensor within a reasonable time of not less than twenty-four (24)
            hours prior to work being done, except in case of emergency. Failure
            to comply with the terms and conditions of this Paragraph shall be
            cause for immediate termination of this License Agreement by
            Licensor at its sole discretion.

      (d)   It is understood and agreed by and between the parties hereto that
            the Equipment shall, unless otherwise agreed in writing, remain the
            personal property of Licensee 


                                      -6-
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License Agreement


            and Licensee shall have the privilege and right to remove the same
            at any time during the term of this License Agreement, by
            contractors approved by Licensors (which approval shall not be
            unreasonably withheld) and in accordance with the terms of Section
            6.11 of the Purchase Agreement and that certain Maintenance
            Agreement dated the date hereof between Licensee and Bell Atlantic
            Network Services, Inc., on behalf of Licensors (the "Maintenance
            Agreement").

      (e)   Licensee agrees not to damage the Premises or any personal property
            or fixtures thereon in any way. The liability for any such damage,
            if committed, shall be the liability of Licensee in accordance with
            the Indemnification Paragraph 7.

      (f)   It is agreed that any fixtures, structures, signs, or other
            improvements placed upon the Premises by Licensee other than the
            Equipment, may only be so placed with the express written approval
            of Licensor.

12.   Maintenance:

      Licensee agrees to keep and maintain the Equipment at all times and at its
      expense, in a good state of repair and maintenance and in compliance with
      all laws, rules and regulations of any and all governmental authorities by
      Licensee, and Licensee shall defend, indemnify and save Licensor harmless
      from any claims or suits arising by reason of Licensee's failure to so
      keep and maintain the Equipment or to comply with such laws, rules or
      regulations. Licensee agrees that Licensee's Equipment will comply with
      American Standard Nation Safety Levels with Respect to Human Exposure to
      Radiofrequency Electromagnetic Fields, 300KHz to 100GHz (ANSI/IEEE
      C95.1-1992). Licensors assume no responsibility for maintaining the
      Equipment except as explicitly stated in the Maintenance Agreement.

13.   Restoration:

      Licensee shall remove the Equipment, as well as its fixtures, structures,
      signs or other improvements, if any, placed upon the Premises, upon the
      expiration of the term of this License Agreement or the termination
      hereof, whichever first occurs, unless the parties otherwise expressly
      agree in writing. In performing such removal, Licensee shall restore the
      Premises and any personal property and fixtures thereon to as good a
      condition as they were prior to the installation or placement of such
      Equipment, fixtures, signs or other improvements, reasonable wear and tear
      excepted, as determined in the reasonable opinion of Licensor. If Licensee
      fails to remove such Equipment, fixtures, signs or other equipment upon
      expiration of this License Agreement, Licensor may, after reasonable
      notice of not longer than thirty (30) days, remove and dispose of such
      equipment, fixtures, signs or other improvements and Licensee shall
      reimburse Licensor for the costs of such 


                                      -7-
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License Agreement


      removal and disposal. Licensee must use contractors approved by Licensors
      to remove the Equipment.

14.   Insurance:

      Licensee shall at its own expense during the term of this License
      Agreement maintain throughout the term of this License, as the same may be
      extended:

      (a)   commercial general liability insurance with $1 million combined
            single limit for bodily injury and/or property damage, together with
            an endorsement for contractual liability and broad form property and
            personal injury endorsements; and

      (b)   all-risk property insurance for full replacement value of Licensee's
            Equipment, with a waiver of subrogation on behalf of Licensee; and

      (c)   statutory worker's compensation insurance; and

      (d)   employers liability insurance in the amount of $1 million; and

      (e)   automobile liability insurance with $1 million combined single limit
            coverage; and

      (f)   umbrella/excess liability insurance with $5 million of coverage
            which applies to the policy set forth in (a) above.

      Such policies shall be in a form and with such insurance companies as
      shall be reasonably satisfactory to Licensors and will contain a provision
      for ten (10) days' prior notice to the Licensors of any cancellation. Such
      insurance policies as set forth in (a), (d) and (f) shall name Licensors
      as an additional insured. An approved certificate of eachsuch insurance
      policy shall be furnished to Licensors.

15.   Access:

      Licensee will provide to Licensors on or before the effective date of this
      License Agreement, a list of all personnel authorized by Licensee to have
      access to its Equipment, and will update such list as soon as reasonably
      practicable, upon a change in such personnel; provided, however, that any
      personnel not on such list may not enter upon the Premises. In the
      alternative to maintaining such a list, however, Licensee may supply its
      employees with photographic identification which is acceptable to
      Licensors that clearly and prominently identifies its employees as
      employees of Licensee, and, except as set forth hereinafter, Licensor
      agrees to allow Licensee's employees access to the Premises upon
      presentation of such identification. Notwithstanding anything to the
      contrary herein, 


                                      -8-
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License Agreement


      unless accompanied by an employee of a Licensor, Licensee shall not have
      access to those Premises at which the Licensee's equipment is maintained
      by Licensors or which is located in the Bell Atlantic Tower.

16.   Termination:

      (a)   Licensor may terminate this License Agreement upon written notice to
            Licensee of a breach or default hereunder and, except where
            immediate termination or termination after another specified notice
            and cure period is provided for under this License Agreement, by
            affording Licensee a reasonable opportunity, not to exceed thirty
            (30) days from the date of Licensee's receipt of such notice (unless
            expressly extended in writing by the Licensor), to correct the
            breach or default.

      (b)   Licensee may terminate this License Agreement with respect to
            certain Premises, without further liability hereunder with respect
            to such Premises, upon providing not less than ninety (90) days
            prior notice to Licensor:

            (i)   if Licensee is unable to obtain or maintain any necessary
                  approval to operate and maintain the Equipment at such
                  Premises; or

            (ii)  if, due to changed circumstances, Licensee determines that the
                  Premises is no longer suitable for its intended purpose; or

            (iii) if Licensee determines that any of the Equipment at such
                  Premises cannot be used without interference from, or to,
                  other nearby property.

      (c)   Licensee or Licensors may terminate this License Agreement with
            respect to certain Premises, without further liability hereunder
            with respect to such Premises, upon providing notice if such
            Premises or the Equipment thereon is destroyed or damaged and
            rendered unsuitable for normal use (unless such damage or
            destruction resulted from acts of Licensor and the Equipment is
            again rendered suitable for normal use as promptly as reasonably
            practicable) or if the Property is taken pursuant to a condemnation
            action. In such event, all rights and obligations of the parties
            shall cease with respect to such Premises as of the date of the
            damage or destruction or taking. The foregoing notwithstanding, if
            such destruction or damage of the Premises results from acts of
            Licensor and if reconstruction of the Premises would cost less than
            sixty (60) times the Monthly License Fee for such Premises, Licensee
            shall be entitled to require Licensor not to terminate this License
            Agreement and to reconstruct the Premises.

      (d)   [Reserved]


                                      -9-
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License Agreement


      (e)   For those Properties that are not owned by a Licensor, the license
            granted hereunder will terminate contemporaneously with the
            termination of the applicable Licensor's right of occupancy.

      (f)   Licensors may terminate this License Agreement upon the occurrence
            and during the continuance of an Event of Default under the
            Promissory Note (as defined in the Purchase Agreement).

17.   Sale or Mortgage of Property:

      Should Licensors, at any time after the execution date of the License
      Agreement, decide to sell, mortgage or encumber all or any part of a
      Property, such transaction and its documentation shall be subject to this
      License Agreement and Licensee's rights hereunder.

18.   Assignment:

      This License Agreement may be sold, assigned or transferred by Licensee to
      Licensee's owner, affiliates controlled by Licensee's owner or
      subsidiaries controlled by Licensee's owner, whose net worth equals or
      exceeds that of the Licensee, with the prior written approval of Licensor,
      which shall not be unreasonably withheld. No other sale, assignment or
      transfer is permitted without the prior written consent of Licensor.

19.   Notice:

      Any and all notices or other written communications required or permitted
      hereunder shall be in writing and mailed postpaid via United States
      Registered Mail or Certified Mail, or by overnight courier as follows:

      Licensors:
      Manager - Real Estate Leasing
      Bell Atlantic Network Services, Inc.
      1320 N. Court House Road, 5th Floor
      Arlington, Virginia 22201

      Licensee:
      Aquis Communications, Inc.
      1719A Route 10, Suite 300
      Parsippany, NJ  07054
      Attention:  John X. Adiletta


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License Agreement


                  with copies to:

      Phillips Nizer Benjamin Krim & Ballon LLP
      666 Fifth Avenue
      New York, New York  10103
      Attention:  Monte Engler, Esq.

      and, if such notice is a notice of default, to

      FINOVA Capital Corporation
      1850 North Central Avenue
      Phoenix, Arizona  85002-2209
      Attention:  Vice President, Law
      Telecopy No:  (602) 207-5036

20.   No Third Party Rights:

      This License Agreement shall not create for, nor give to, any third party
      any claim or right of action against either party to this License
      Agreement that would not arise in the absence of this License Agreement.

21.   Quiet Enjoyment and Eminent Domain:

      (a)   Provided Licensee has made all payments required hereunder and is
            otherwise in compliance with the terms of this license, Licensee
            shall have quiet enjoyment of the Premises, from Licensors or anyone
            claiming through Licensors. Licensors make no warranty of quiet
            enjoyment from its landlords on behalf of Licensee.

      (b)   If the property or any part thereof is taken by eminent domain, this
            Agreement shall expire with respect to that property only on the
            date when the leased property shall so be taken and the rental shall
            be apportioned as of that date. Licensee shall have the right to
            make a separate claim with the condemning authority for the value of
            the Licensee's property and for moving and relocation expenses;
            provided, however, that such separate claim shall not reduce or
            adversely affect the amount of Licensors' award.

22.   Entire Agreement:

      This License Agreement, including the Exhibits annexed hereto which form a
      part hereof, contains the entire understanding of the parties hereto with
      respect to the subject matter contained herein and supersedes all prior
      understandings or agreements with respect to 


                                      -11-
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License Agreement


      such subject matter. This License Agreement may not be amended or modified
      except by a writing duly executed by both of the parties hereto. Any term
      or provision of this License Agreement may not be waived without the
      written consent of the party hereto entitled to the benefit thereof by a
      writing duly executed by such party. Any failure by either party hereto to
      exercise its rights hereunder is not a waiver or such rights.

23.   Time is of the Essence:

      Time is of the essence in all terms of this License Agreement, except as
      may be otherwise expressly provided herein.

24.   Miscellaneous:

      (a)   Any and all rights and remedies hereunder are cumulative and are in
            addition to such other rights and remedies as may be available at
            law or in equity.

      (b)   This License Agreement grants a license only, revocable or
            terminable under the terms and conditions herein, and does not grant
            any lease, easement or other interest in real estate.

      (c)   This License Agreement may be executed and delivered originally or
            by facsimile and in two counterparts, each of which shall constitute
            an original, but both of which taken together shall constitute one
            and the same instrument.

      (d)   Headings used in this License Agreement are provided for convenience
            only and shall not be used to construe meaning or intent.


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License Agreement


      IN WITNESS WHEREOF, the parties hereto, consenting to be legally bound,
have placed their hands and seals below as of the date set forth hereinabove.


                              LICENSEE:

WITNESS:                      AQUIS COMMUNICATIONS, INC.


______________________        By: /s/ John X. Adiletta
                                  --------------------------
                              Name: John X. Adiletta
                              Title: President


                              LICENSORS:

                              BELL ATLANTIC NETWORK SERVICES, INC.

                                    For and on behalf of:
                                    Bell Atlantic - Delaware, Inc.
                                    Bell Atlantic - Maryland, Inc.
                                    Bell Atlantic - New Jersey, Inc.
                                    Bell Atlantic - Pennsylvania, Inc.
                                    Bell Atlantic - Virginia, Inc.
                                    Bell Atlantic - Washington, D.C., Inc.
                                    Bell Atlantic - West Virginia, Inc.
WITNESS:


______________________       By: /s/ Edward H. Sproat
                                  --------------------------
                             Name: Edward H. Sproat
                             Title: President and Chief Operating Officer


                                      -13-
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License Agreement


                                EXHIBITS A AND B
                            DESCRIPTION OF PROPERTIES
                         DESCRIPTION OF DEMISED PREMISES

                                 See Attachment


                                      -14-
<PAGE>

                                    EXHIBIT C
                            DESCRIPTION OF EQUIPMENT

       See Schedule 3.1.3(a) to the Asset Purchase Agreement, which lists
             which Equipment is located on the respective Premises.


                                      -15-