Exhibit 10.3

                               AMENDMENT AGREEMENT

            This Amendment Agreement is entered into as of the 31st day of
December, between AQUIS COMMUNICATIONS, INC., a Delaware corporation formerly
known as BAP Acquisition Corporation ("Debtor") and BELL ATLANTIC PAGING, INC.,
a Delaware corporation ("Secured Party").

                                R E C I T A L S:

            A. Reference is made to that certain Security Agreement dated as of
December 31, 1998 (the "Security Agreement") between Debtor and Secured Party.

            B. Reference is made to that certain Loan Agreement dated as of
December 31, 1998 ("Loan Agreement") between Debtor and FINOVA CAPITAL
CORPORATION, a Delaware corporation, in its individual capacity and as agent for
all Lenders.

            C. There is a discrepancy between the Loan Agreement and the
Security Agreement regarding notice to be given by Borrower before moving
certain collateral. The parties hereto wish to amend the Security Agreement to
remove the discrepancy.

            NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt of sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

            1. Security Agreement. Section 3.2 of the Security Agreement is
hereby deleted in its entirety and replaced with the following:

                  "3.2 Places of Business. There is listed on Exhibit A hereto
            the location of the chief executive office of Debtor, all of the
            other places of business of Debtor and all locations where the
            Tangible Collateral and the books and records of Debtor are kept.
            Debtor shall not change the location of (i) Debtor's (A) chief
            executive office or (B) books and records or (ii) any Tangible
            Collateral, in each case without first giving Secured Party notice
            of such change not later than ten (10) days after such change and
            having taken any and all action reasonably requested by Secured
            Party to maintain and preserve the Lien in favor of Secured Party
            hereby granted free and clear of any Lien whatsoever except for
            Permitted Liens."
<PAGE>

            2. Miscellaneous. This Amendment Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Except as otherwise provided herein, this Amendment Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective legal representatives, heirs, successors and permitted assigns.

            3. Security Agreement in Effect. Except as specifically amended by
this Amendment Agreement, the Security Agreement shall remain in full force and
effect.

            4. Governing Law. This Amendment Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without
reference to the choice of law doctrine of such State.

            IN WITNESS WHEREOF, the parties enter into this Amendment Agreement
as of the date first above written.

                                    AQUIS COMMUNICATIONS, INC.

                                    By: /s/ John X. Adiletta
                                       --------------------------
                                       John X. Adiletta
                                       President


                                    BELL ATLANTIC PAGING, INC.

                                    By: /s/ Robert M. Belascio
                                       --------------------------
                                       Name: Robert M. Belascio
                                       Title: President


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