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                       SECOND NOTE MODIFICATION AGREEMENT


        THIS SECOND NOTE MODIFICATION AGREEMENT, is made and entered into this
29th day of June, 2001, by and between CUNA NETWORK SERVICES, LLC (FORMERLY
SUNSTAR IP COMMUNICATIONS, LLC), a Delaware limited liability company (the
"Maker") and AQUIS IP COMMUNICATIONS, INC., a Delaware corporation (the
"Holder").

                                   Background
                                   ----------

        Pursuant to the terms of an Asset Purchase Agreement, dated as of July
13, 2000, by and among Holder, Maker and others, Maker executed and delivered to
Holder a Promissory Note in the principal amount of $1,329,018.00, dated August
31, 2000, a copy of which is attached hereto as Exhibit A (the "Note"). In
addition, the parties entered into a Note Modification Agreement, dated December
29,2000, a copy of which is attached hereto as Exhibit B (the "Note Modification
Agreement"). Pursuant to the provisions of the Note Modification Agreement, all
principal and accrued and unpaid interest under the Note is due and payable in
full on March 30, 2001. It is the desire of the Maker to extend the date for
payment of all amounts due under the


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Note from March 30, 2001 to December 31,
2001, and the Holder is agreeable to such extension on the terms and conditions
herein set forth.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and the Holder make and
enter into this Note Modification Agreement, and agree as follows:

         1.       Amount of Indebtedness as of June 29, 2001. The total amount
                  of the indebtedness of the Maker to the Holder under the Note
                  as of June 29, 2001 is Nine Hundred Fifty Five Thousand One
                  Hundred Sixty Five dollars ($ 955,165) (the "Present
                  Indebtedness"). A calculation of the amount of the Present
                  Indebtedness is set forth on Exhibit C, attached hereto.

         2.       Extension of Payment Date. The date for payment of all amounts
                  due under the Note (including, without limitation, the Present
                  Indebtedness and all interest and the Additional Amount which
                  accrue during the Extended Period) shall be, and is hereby,
                  extended from March 30, 2001 to December 31, 2001 (the
                  "Extended Period").


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         3.       Interest and Additional Payments. During the Extended Period,
                  the unpaid amount of the Note shall bear interest at 12% per
                  annum. This interest shall be paid currently on the last day
                  of each month that the unpaid principal is outstanding. In the
                  event of a default in this Second Note Modification Agreement,
                  interest on the outstanding balance of the Note shall be
                  increased to 15%.

         4.       Discount Payment. Upon the payment of $50,000 at the execution
                  of this Second Note Modification Agreement, the parties agree
                  that this Note will be satisfied in full upon by making
                  additional cumulative payments in the following amounts by the
                  indicated times.

                          By Sept     30, 2001         $625,000
                          By Oct      31, 2001         $700,000
                          By Nov      30, 2001         $775,000
                          By Dec      15, 2001         $850,000

         5.       Application of Payments. All payments received from the Maker
                  will be applied first to accrued interest, then to Additional
                  Amounts and lastly to principal.

         6.       Full Force and Effect. Except as otherwise herein specifically
                  provided, the Note and the Security Agreement made and entered
                  into between the Maker and the Holder, dated as of August 31,
                  2000 (the "Security Agreement"), and each of the terms and
                  provisions thereof, shall remain enforceable and in full force
                  and effect. In addition, the Security Agreement shall apply to
                  and secure all interest and Additional Amounts which accrue
                  during the Extended Period, as well as the Present
                  Indebtedness.


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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.

                                            AQUIS IP COMMUNICATIONS, INC.

                                            By:   /s/ D. Brian Plunkett
                                              ----------------------------------

                                            CUNA NETWORK SERVICES, LLC

                                            By:  /s/ John Hobko
                                            ------------------------------------