REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT (the "Agreement") made as of this 30th day
of June, 1999 by and between Aquis Communications Group, Inc., a Delaware
corporation (the "Company"), and SunStar One, L.L.C., an Arizona limited
liability company (the "Seller).

                                    RECITALS

      WHEREAS, as of June 15, 1999, Aquis Communications, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Aquis"), the Seller
and SunStar Communications, Inc., an Arizona corporation and a wholly-owned
subsidiary of the Seller ("SunStar Inc."), entered into a Stock Purchase
Agreement (the "Purchase Agreement") providing for, among other things, the sale
of all of the capital stock of SunStar Inc. to Aquis.

      WHEREAS, pursuant to the Purchase Agreement, a portion of the Purchase
Price to be paid to Seller consists of 1,150,000 shares of the Company's common
stock, par value $.01 per share (the "Shares"), 950,000 to be delivered to the
Seller and 200,000 to be delivered to the Escrow Agent.

      WHEREAS, it is a condition precedent to the closing of the Purchase
Agreement that the Company and the Seller execute and deliver this Agreement in
order to provide the Seller with certain registration rights with respect to the
Shares;

      NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged herein contained, the parties hereto
agree as follows:

      1. Certain Definitions. As used herein, the following terms shall have the
following respective meanings:

            "Closing Date" shall have the same meaning herein as in the Purchase
Agreement.

            "Commission" shall mean the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act.

            "Escrow Agent" shall have the same meaning herein as in the Purchase
Agreement.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall from time to time be in effect.
<PAGE>

            "Holder" shall mean the Seller and any holder of the Registrable
Securities who becomes so in accordance with the provisions of Section 4(d)
hereof.

            "Majority Holders" shall mean the Holders who hold at least fifty
percent (50%) of the then outstanding Registrable Securities.

            "Purchase Price" shall have the same meaning herein as in the
Purchase Agreement.

            The terms "register", "registered" and "registration" shall refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

            "Registrable Securities" shall mean the Shares and any common stock
issued in respect of the Shares upon any stock split, reverse stock split, stock
dividend, merger, consolidation, recapitalization or similar event. Such
securities shall cease to be Registrable Securities when (i) a registration
statement registering such securities shall have become effective under the
Securities Act and such securities have been sold pursuant thereto, (ii) such
securities shall have been sold under Rule 144 (or successor provision) under
the Securities Act, (iii) such securities shall have been otherwise transferred
and new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company or (iv) such securities shall have
ceased to be outstanding.

            "Registration Expenses" shall mean all reasonable expenses incurred
by the Company in compliance with Section 3 hereof, including, without
limitation, all registration and filing fees, printing expenses, reasonable fees
and disbursements of counsel for the Company, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).

            "Restricted Securities" shall mean the Registrable Securities,
excluding Registrable Securities which have been (a) registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) publicly sold pursuant to Rule 144 under the Securities Act.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
or any successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall from time to time be in effect.

            "Selling Expenses" shall mean all selling commissions applicable to
the sale of Registrable Securities, and all fees and disbursements of counsel
for any Holder.


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<PAGE>

      2. Restrictive Legend. Each certificate representing the Registrable
Securities shall be stamped or otherwise imprinted with a legend in the
following form (in addition to any legend required under applicable state
securities laws):

      The securities represented by this Certificate have not been registered
      under the Securities Act of 1933, as amended, nor the laws of any state.
      Accordingly, these securities may not be offered, sold, transferred,
      pledged or hypothecated in the absence of registration, or the
      availability, in the opinion of counsel for the issuer, of an exemption
      from registration under the Securities Act of 1933, as amended, or the
      laws of any state. Therefore, the stock transfer agent will effect
      transfer of this Certificate only in accordance with the above
      instructions.

            Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend if, with such request, the
Company shall have received an opinion of counsel satisfactory to the Company to
the effect that the securities represented by such certificate have been
registered under the Securities Act or may be sold publicly without registration
under the Securities Act.

      3. Registration Rights.

      3.1 Shelf Registration. Within six (6) months from the Closing Date, the
Company shall file a registration statement on Form S-3 or any successor thereto
(or other form of registration statement if Form S-3 is not available) for
public sale of Registrable Securities (the "Shelf Registration Statement"), and
thereafter shall use its reasonable efforts to have the Shelf Registration
Statement declared effective by the Commission. The Company shall use its
reasonable efforts to keep the Shelf Registration Statement continuously
effective (subject to Section 4 below) for a period of two (2) years or until
the selling Holders shall have completed the distribution described in the Shelf
Registration Statement, whichever occurs first. The Holder agrees that the
Company may include in the Shelf Registration Statement any and all shares that
may be offered for resale by other selling security holders to whom the Company
has granted registration rights. The Company shall not be obligated to file (or
amend and update) more than one registration statement hereunder.

      3.2 Expenses of Registration. The Company shall bear all Registration
Expenses and the selling Holders shall bear all Selling Expenses (in proportion,
as nearly as practicable, to the securities of each Holder being registered)
incurred in connection with any registration, qualification or compliance
pursuant to the provisions of Section 3.

      3.3 Registration Procedures. In the case of a registration statement to be
effected by the Company pursuant to this Agreement, the Company will:

                  (i) Prepare and file with the Commission such amendments and
supplements (including post-effective amendments and supplements) to such


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<PAGE>

registration statement and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of securities covered by such registration statement;

                  (ii) Furnish a copy of the prospectus and other documents
incident thereto, including any amendment of or supplement thereto, as a selling
Holder from time to time may reasonably request in order to facilitate the sale
or other disposition of the Registrable Securities owned by it;

                  (iii) Notify each selling Holder, at its last known addresses
as set forth in the Company's books and records, of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the light of the
circumstances then existing;

                  (iv) Use reasonable efforts to cause all such Registrable
Securities to be listed on each, if any, securities exchange on which similar
securities issued by the Company are then listed, and, if not so listed, to be
listed on the NASDAQ Stock Market National Market System or the NASDAQ SmallCap
Market, if the Shares are then so qualified;

                  (v) Use its reasonable efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of up to three jurisdictions as are requested by Holder, except
that the Company shall not for any such purpose be required to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified or to file therein any general consent to service of process.

      4. Restrictions on Holders. Notwithstanding Section 3:

            (a) Company Offerings. If the Company shall register its securities
under the Securities Act for sale to the public and the underwriter of such
offering (or, if none, the Company's financial advisor) shall advise the Company
that the availability of the Holders' registered Registrable Securities for
public sale pursuant to the Shelf Registration Statement would, in the opinion
of such underwriter or advisor, interfere with the successful marketing
(including pricing) of the securities proposed to be registered by the Company,
then

                  (i) the Company shall promptly give to each Holder written
notice of the Company's intended offering (which notice shall disclose whether
such offering involves an underwriting and shall include a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable blue sky or other state securities laws);

                  (ii) the Holders shall not sell, transfer, pledge, hypothecate
or otherwise dispose of their Registrable Securities without the prior written
consent of the


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<PAGE>

Company for a period designated by the Company, which period shall not begin
more than fifteen (15) days prior to and not last more than 120 days after the
effective date of the registration statement relating to the Company's
securities; and

            (b) Amendments or Supplements; Filing Delay. If, after the Shelf
Registration Statement (or any other registration statement effected pursuant to
this Agreement) becomes effective, the Company advises the Holders in writing
that the Company considers it necessary or appropriate for such registration
statement to be amended or supplemented in order for sales thereunder to be made
in compliance with the Commission's applicable rules and regulations, the
Holders shall suspend any further sale, transfer, pledge, hypothecation or other
disposition of their Registrable Securities until the Company advises them that
such registration statement has been amended or supplemented and declared
effective. Notwithstanding the provisions of Section 3, the Company may delay
filing the registration statement or any amendment or supplement to the
registration statement, and may cause its effectiveness to be delayed, if the
Company advises the Holders in its written notice that the Company has
determined in good faith that the filing of such amendment or supplement (or the
declaration of its effectiveness) might (i) interfere with or affect the
negotiation or completion of any transaction that is being contemplated by the
Company (whether or not a final decision has been made to undertake such a
transaction) at the time the right to delay is exercised, or (ii) involve
initial or continuing disclosure obligations that might not be in the best
interest of the Company and the Company's stockholders.

            (c) Transfer. Prior to any proposed transfer of any Registrable
Securities (other than under the circumstances described in Section 3 hereof),
the Holder thereof shall give written notice to the Company of its intention to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if requested by the Company, shall be accompanied by an opinion of
counsel satisfactory to the Company to the effect that the proposed transfer may
be effected without registration under the Securities Act and any applicable
state securities laws, whereupon the holder of such stock shall be entitled to
transfer such stock in accordance with the terms of its notice; provided,
however, that no such opinion of counsel shall be required for a transfer to one
or more partners or retired partners of the transferor (in the case of a
transferor that is a partnership), a beneficiary of the transferor (in the case
of a transferor that is a trust), or to a stockholder or an affiliated
corporation of the transferor (in the case of a transferor that is a trust), or
to a stockholder or an affiliated corporation of the transferor (in the case of
a transferor that is a trust), or to a stockholder or an affiliated corporation
of the transferor (in the case of a transferor that is a corporation). Each
certificate for Registrable Securities transferred as above provided shall bear
the legend set forth in Section 2 except that such certificate shall not bear
such legend if (i) such transfer is in accordance with the provisions of Rule
144 (or any other rule permitting public sale without registration under the
Securities Act) or (ii) the opinion of counsel referred to above is to the
further effect that the transferee and any subsequent transferee (other than an
affiliate of the Company) would be entitled to transfer such securities in a
public sale without registration under the Securities Act. The restrictions
provided for in this Section 4(c)


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<PAGE>

shall not apply to securities that are not required to bear the legend
prescribed by Section 2 in accordance with the provisions of that Section.

      5. Representations, Warranties and Covenants of the Company

            The Company represents and warrants to, and covenants with, the
Seller, as follows:

      5.1 Registration. The Registrable Securities have been duly authorized
and, when issued in accordance with the provisions of this Agreement and the
Company's Certificate of Incorporation, as amended (the "Charter"), will be duly
and validly issued, fully paid and non-assessable.

      5.2 Capitalization. At March 31, 1999, the Company had a total authorized
capitalization of 30,000,000 shares of capital stock, consisting of 29,000,000
shares of Common Stock, $.01 par value per share, and 1,000,000 shares of
Preferred Stock, $.01 par value per share. At March 31, 1999 there were
approximately 18,518,880 shares of Common Stock and no shares of Preferred Stock
of the Company issued and outstanding. All of the outstanding shares of capital
stock of the Company have been duly and validly issued, and are fully paid and
non-assessable.

      5.3 No Violation. The execution, delivery and performance of this
Agreement by the Company and the consummation of the transactions contemplated
hereby will not (i) violate any provision of the Charter or bylaws of the
Company, (ii) violate, conflict with or result in the breach of any of the terms
of, result in a material modification of the effect of, otherwise give any
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both will constitute) a default under any instrument, option, lien,
right, security interest, contract or other agreement to which the Company is a
party or to which it or any of its respective assets or properties may be bound
or subject; (iii) violate any order, judgment, injunction, award or decree of
any court, arbitrator or governmental or regulatory body by which the Company or
the properties or business of the Company is bound; or (iv) violate or cause any
revocation of or limitation on any license, permit, order or approval of any
federal, state or local governmental or regulatory body. All consents or
approvals of any other persons or entities necessary for the consummation by the
Company of the transactions contemplated hereby have been obtained or will be
obtained on or prior to the closing of the Purchase Agreement.

      5.4 Exchange Act Registration; NASDAQ Quotation. The Shares are currently
registered under Section 12(b) of the Exchange Act and eligible for quotation on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"). The Company has filed with the Commission all reports required to be
filed by it under Section 13 or 15(d) of the Exchange Act during the
twelve-month period preceding the date hereof. It is the Company's intention to
maintain the registration of the Common Stock under the Exchange Act and to
maintain the eligibility of the Shares for quotation on NASDAQ or on another
national securities exchange or over-the-counter market.


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<PAGE>

      6. Representations, Warranties and Covenants of Holder

      The Holder represents and warrants to, and covenants with, the Company, as
follows:

            (a) The Holder is acquiring the Shares for investment for its own
account, and it will not make any sale, transfer or other disposition thereof in
violation of the Securities Act, the General Rules and Regulations (the "Rules
and Regulations") of the Commission promulgated thereunder, or any other
applicable securities laws.

            (b) The Holder has been advised that the Shares have not been
registered under the Securities Act in reliance upon the exemptions from the
registration provisions of the Securities Act provided by Section 4(2) thereof.
It has also been advised that under current law the Shares may not be sold,
transferred or otherwise disposed of (and it hereby agrees that the Shares will
not be sold, transferred or otherwise disposed of) unless (i) the Shares have
been registered under the Securities Act or (ii) subject to Paragraph 4(c)
above, prior thereto, there is delivered to the Company (a) a written opinion in
form and substance reasonably satisfactory to the Company, or its counsel or
counsel for the Holder acceptable to the Company, or (b) a copy of a letter from
the staff of the Commission, to the effect that the proposed transaction may be
effected without compliance with the registration provisions of the Securities
Act including, without limitation, by virtue of compliance with Rule 144 of the
Rules and Regulations ("Rule 144").

            (c) The Holder has carefully read this Agreement and has had the
opportunity to discuss with its legal counsel any requirements and other
applicable restrictions (legal and contractual) set forth herein, in the
Securities Act, or in the Rules and Regulations, with respect to the sale,
transfer or other disposition of the Shares.

            (d) The Holder understands that unless a sale, transfer or other
disposition by it of the Shares has been registered under the Securities Act or
is made in conformity with the provisions of Rule 144, the Company reserves the
right to require the Holder's transferee to enter into an agreement with respect
to such Shares substantially similar hereto, to put an appropriate legend on the
stock certificates issued to such transferee, and to issue stop transfer
instructions to its transfer agent with respect thereto.

      7. Indemnification.

            (a) The Company will indemnify each Holder, each of its officers,
directors and partners, and each person controlling such Holder, with respect to
which registration, qualification or compliance has been effected pursuant to
Section 3, against all claims, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the


                                      -7-
<PAGE>

Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers, directors and partners, and
each person controlling such Holder, for any legal and any other expenses as
they are reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on information furnished to (or
material information withheld from) the Company by such Holder or any grossly
negligent or fraudulent action or inaction of such Holder.

            (b) Each Holder will indemnify the Company, each of its directors
and officers and each underwriter, if any, of the Company's securities covered
by any registration statement filed pursuant to this Agreement, each person who
controls the Company or such underwriter within the meaning of the Securities
Act, each other Holder and each of their officers, directors and partners, and
each person controlling such Holder, against all claims, losses, damages and
liabilities (or actions, proceedings or settlements in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse the Company and such Holders, directors,
officers, partners, persons, underwriters or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent that such untrue statement (or alleged untrue statement), omission (or
alleged omission) or violation arises out of or is based upon information
furnished to (or material information withheld from) the Company by such Holder
or any grossly negligent or fraudulent action or inaction of such Holder.

            (c) Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice in writing to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
7. No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any


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<PAGE>

settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.

            (d) If the indemnification provided for in this Section 7 is
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and the shareholders offering securities in the
offering (the "Selling Shareholders") on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and the Selling Shareholders on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Selling Shareholders and the parties' relevant intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Selling Shareholders agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were based
solely upon the number of entities from whom contribution was requested or by
any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7(d). The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages and
liabilities referred to above in this Section 7(d) shall be deemed to include
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim, subject to
the provisions of Section 7(d) hereof. No person guilty of fraudulent
misrepresentation (within the meaning of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.

      8. Information by Holder. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

      9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to
use its reasonable efforts to (i) make and keep public information available as
those terms are understood and defined in Rule 144 under the Securities Act and
(ii) file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act.


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<PAGE>

      10. Transfer or Assignment of Registration Rights. The rights to cause the
Company to register securities granted to the Holders by the Company under
Section 3 may be transferred or assigned only in connection with the death or
disability or liquidation or dissolution of a Holder, or as part of a bona fide
gift or if at least 75% of the Shares originally held by a Holder are
transferred, sold or otherwise disposed of to a third party (except that, in the
case of such transfer, sale or other disposition, the rights set forth in
Section 3 may be assigned on one (1) occasion only), provided that the Company
is given written notice at the time of or within a reasonable time after said
transfer or assignment, stating the name and address of said transferee or
assignee and identifying the Registrable Securities with respect to which such
registration rights are being transferred or assigned, and provided further that
the transferee or assignee of such rights assumes the obligations of the Holders
under this Agreement and the provisions of Section 4(d) are complied with.

      11. Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof. No amendment, alteration or modification of this Agreement shall be
valid unless in each instance such amendment, alteration or modification is
expressed in a written instrument executed by the Company and the Majority
Holders. No waiver of any provision of this Agreement shall be valid unless it
is expressed in a written instrument duly executed by the party or parties
making such waiver. The failure of any party to insist, in any one or more
instances, on performance of any of the terms and conditions of this Agreement
shall not be construed as a waiver or relinquishment of any rights granted
hereunder or of the future performance of any such term, covenant or condition
but the obligation of any party with respect thereto shall continue in full
force and effect.

      12. Specific Performance. The parties hereby declare that it is impossible
to measure in money the damages which will accrue to a party hereto by reason of
a failure to perform any of the obligations under this Agreement. Therefore, all
parties hereto shall have the right to specific performance of the obligations
of the other parties under this Agreement, and if any party hereto shall
institute an action or proceeding to enforce the provisions hereof, any person
(including the Company) against whom such action or proceeding is brought hereby
waives the claim or defense therein that such party has an adequate remedy at
law, and such person shall not urge in any such action or proceeding the claim
or defense that such remedy at law exists.

      13. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first-class mail, postage
prepaid, return receipt requested, transmitted by facsimile or delivered either
by hand, by messenger or by nationally recognized overnight courier, addressed:

            (a) if to the holders of the Registrable Securities, at the
      addresses set forth below or at such other address as they shall have
      furnished to the Company in writing:


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<PAGE>

            SunStar One, L.L.C.
            5201 West Kennedy Blvd.
            Suite 915
            Tampa, Florida  33609
            Attn:  ____________________________

      and

            (b) if to the Company, to the following address, or at such other
      address as the Company shall have furnished to the holders of the
      Registrable Securities and each such other holder in writing,

            Aquis Communications Group, Inc.
            1719 A Route 10
            Parsippany, New Jersey  07054
            Attn:  John X. Adiletta, President
            Fax:  (973) 560-8060

            with a copy to:

            Phillips Nizer Benjamin Krim & Ballon LLP
            666 Fifth Avenue
            New York, New York 10103-0084
            Attention: Monte Engler, Esq.
            Fax: (212) 262-5152

Alternatively, to such other address as a party hereto supplies to each other
party in writing.

      14. Successors and Assigns. Subject to Section 10, all the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective transferees, successors and assigns of the
parties hereto, whether so expressed or not.

      15. Governing Law. This Agreement is to be governed by and interpreted
under the laws of the State of Delaware without giving effect to the principles
of conflicts of laws thereof.

      16. Titles and Subtitles. The titles of the sections of this Agreement are
for the convenience of reference only and are not to be considered in construing
this Agreement.

      17. Severability. The invalidity or unenforceability of any provisions of
this Agreement shall not be deemed to affect the validity or enforceability of
any other provision of this Agreement.

      18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                       AQUIS COMMUNICATIONS GROUP, INC.

                                       By: /s/ JOHN X. ADILETTA
                                           ---------------------------------
                                           Name: John x. Adiletta
                                           Title: President

                                      SUNSTAR ONE, L.L.C.

                                      By: /s/ John Hobko
                                          ----------------------------------
                                          Name:
                                          Title:


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