AQUIS COMMUNICATIONS GROUP INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>4
<FILENAME>b314766_ex1063.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>
<PAGE>

                                                                   Exhibit 10.63

                     AGREEMENT PENDING PURCHASE CONFIRMATION

         This AGREEMENT PENDING PURCHASE CONFIRMATION ("Agreement"), dated as of
August 31, 2001 ("Execution Date"), is made and entered into by and among Aquis
Wireless Communications, Inc. ("Aquis") and Alert Communications, L.L.C.
("Alert"). Aquis and Alert are sometime referred to herein as a "Party" or the
"Parties".

                                    RECITALS

         WHEREAS, Aquis currently operates Commercial Mobile Radio Service
("CMRS") one-way paging systems ("Systems") on multiple frequencies in numerous
geographic areas throughout the United States pursuant to licenses ("Licenses")
issued to Aquis by the Federal Communications Commission ("FCC").

         WHEREAS, one of these Systems is a one-way paging system ("Midwest
System") operating pursuant to licenses ("Midwest Licenses") issued by the FCC
in the Paging and Radiotelephone Service on the frequency 931.1875 MHz in the
Midwest United States.

         WHEREAS, Aquis and Alert have executed an asset purchase agreement
("Purchase Agreement") pursuant to which Alert will purchase the Midwest System,
including the Midwest Licenses, the subscribers to Aquis services in the Midwest
System ("Midwest Subscribers") and substantially all assets used in the
operation of the Midwest System (collectively the "Midwest Business").

         WHEREAS, the Purchase Agreement requires (or will require) that the
Parties obtain requisite prior FCC consent to assignment of the Midwest Licenses
from Aquis to Alert pursuant to applications (collectively "Assignment
Application") that must be filed with, processed and granted by the FCC (and the
requisite period thereafter shall have expired pursuant to which any party shall
be able to contest the granting the FCC approval, such that the approval is
considered final ("Final FCC Approval")) before the Parties can consummate sale
of the assets and de jure assignment of the Midwest Licenses to Alert at a
closing ("Purchase Consummation") to be conducted by the Parties pursuant to the
Purchase Agreement.

         WHEREAS, it is in both parties best interests that Alert steps in and
assume day-to-day operational and management control of the Midwest System and
related responsibilities pursuant to this Agreement until Purchase Consummation.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, mutually agree as follows.

1.1      Assumption of Midwest Business At 12:01 AM on September __, 2001
         ("Management Date") (which shall be the Closing Date as referred to in
         the Purchase Agreement) Alert will begin the management of the Midwest
         System, pursuant to the terms of this Agreement, and assume full
         day-to-day operational and management responsibilities for operation of
         the Midwest System, excluding the maintenance of the Midwest Licenses
         as described in Section 1.2.


<PAGE>


         1.1.1.   Use of Midwest Business Assets. On the Management Date, Aquis
                  will transfer to Alert Aquis' rights to use, have access to
                  and control over certain assets described in the Purchase
                  Agreement which are the assets utilized by Aquis in the
                  operation of the Midwest Business (the "Assets to be Acquired"
                  as defined in the Purchase Agreement), excluding the FCC
                  Licenses.

         1.1.2.   On the Management Date, Alert has informed Aquis that it will
                  hire the Aquis employees specified on Schedule 1.1.5 hereto
                  ("Retained Employees").

         1.1.3.   On the Management Date, all accounts receivable held or owned
                  by Aquis for Subscribers, including all rights to receive
                  compensation from "calling party pays" agreements, from
                  operation of the Midwest Business (the "Accounts Receivable"
                  as defined in the Purchase Agreement), will be turned over to
                  Alert as manager for administration and collection. The
                  Accounts Receivable transferred on the Management Date will be
                  specified on a schedule agreed to by the Parties and will be
                  valued with the following discount factors as follows so that
                  the total value thereof shall be at least $100,000, which has
                  been committed to by Aquis:

                  (a)      100% of the face amount of Accounts Receivable
                           outstanding for 30 days or less before the Management
                           Date;

                  (b)      70% of the face amount of Accounts Receivable
                           outstanding for between 31 and 60 days before the
                           Management Date;

                  (c)      40% of the face amount of Accounts Receivable
                           outstanding for between 61 and 90 days before the
                           Management Date;

                  (d)      0% of the face amount of Accounts Receivable
                           outstanding for more than 90 days before the
                           Management Date; and

                  (e)      100% of the net amount of those certain Accounts
                           Receivable owed by Ameritech and related to "calling
                           party pays" service.

1.2.     Maintenance of the Midwest Licenses. Until Purchase Consummation Aquis
         will retain control of, and responsibility for, the maintenance of the
         Midwest Licenses, To that end Aquis will retain access and control over
         the assets utilized in such maintenance until Purchase Consummation
         including, but not limited to, the following:

         1.2.1.   All transmission equipment utilized in the operation of the
                  Midwest System,

         1.2.2.   The paging terminals and all associated hardware and software
                  utilized at the Midwest System to provide service to
                  Subscribers.


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         1.2.3.   The satellite control facilities utilized in the Midwest
                  System, including but not limited to any earth station
                  facilities, satellite space, associated wireline or wireless
                  transmission facilities, hardware and software, whether owned
                  by Aquis or utilized by Aquis pursuant to existing agreements
                  with third parties.

         1.2.4.   All site leases, licenses or other agreements ("Site
                  Agreements") pursuant to which Aquis operates transmission
                  equipment at each of the transmitter sites and it being
                  Alert's understanding that Aquis does not currently own the
                  actual sites or supporting structures at any of the
                  transmitter sites.

         1.2.5    All rights to interconnection with the public switched
                  telephone network ("PSTN") utilized by Aquis in the operation
                  of the Midwest System whether pursuant to agreement, tariff or
                  otherwise.

         1.2.6.   Those Aquis employees specified on Schedule 1.2.6 hereto
                  ("Engineering Employees").

1.3.     No Assumption Of Liability By Alert. It is expressly understood and
         agreed that the Parties intend that Alert is not and will not be
         considered to be a successor to Aquis by reason of any theory of law or
         equity and Alert is not assuming any liabilities or obligations of
         Aquis, except as specifically agreed to in writing in the Purchase
         Agreement.

1.4.     Title To Midwest Business Assets. Subject to Alert's right to use, have
         access to and control over the Midwest Business Assets pursuant to
         Section 1.1. hereof, title to the Midwest Business Assets will remain
         with Aquis during the Term of this Agreement (as hereinafter defined).
         Title will pass to Alert at Purchase Consummation pursuant to the
         Purchase Agreement; subject, however, to the provisions of Section 4
         hereof.

1.5.     Good Faith Cooperation. Aquis agrees to cooperate in good faith, use
         its best efforts and timely take (or omit to take) any additional
         action that Alert reasonably believes is necessary to: (i) effectuate
         the de facto transfer of control of the Midwest System and allow Alert
         to assume day-to-day operational and management control of the Midwest
         System; (ii) allow Alert to carry out any other related
         responsibilities with respect to the Midwest Business specified in this
         Agreement; and (iii) keep all leases for property and transmitters
         timely paid in full.

2.       Operation of the Midwest Business

         2.1.     Alert Responsibilities. On the Management Date, Alert will
                  assume day-to-day operational and management control of the
                  Midwest Business using the Midwest Business Assets. Alert will
                  use its reasonable best efforts consistent with sound
                  commercial practice to provide for the successful operation of
                  the Midwest Business and Alert will render or obtain all
                  services and perform or cause to be performed all duties
                  necessary or appropriate for the operation of the Midwest
                  Business. Alert's duties will include the following:


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         2.1.1.   Provide service to existing and new Subscribers pursuant to
                  subscriber agreements.

         2.1.2.   Supervise, manage and train the Retained Employees for the
                  operation of the Midwest Business.

         2.1.3.   Administer the invoicing and collection of all accounts of
                  Subscribers, including new subscribers to the Midwest System,
                  and Accounts Receivable; collect and receive all payments on
                  such accounts; and arrange for the billing and collection of
                  all other revenues, fees, charges or other compensation
                  ("Revenue") due in connection with the Midwest Business.

         2.1.4.   Arrange for the payment of all expenses and fees, if any,
                  incurred in connection with the Midwest Business after the
                  Management Date during the Term of this Agreement (as
                  hereinafter defined) ("Expenses").

                  2.1.4.1. The Parties agree that Expenses will be prorated as
                           of the Management Date with Aquis retaining sole
                           responsibility for payment of Expenses prior to the
                           Management Date and Alert assuming responsibility for
                           payment of Expenses after the Management Date in
                           accordance with this Agreement and subject to Section
                           2.3 hereof.

                  2.1.5.   Maintain the Customer List and files concerning
                           subscriber agreements for all Subscribers; and

                  2.1.6.   Maintain appropriate office recordkeeping,
                           bookkeeping and accounting procedures.

                           2.1.6.1. The Parties agree that Alert will not enter
                                    into any contracts or other agreements
                                    during the Term of this Agreement (as
                                    hereinafter defined) that would result in an
                                    obligation to pay expenses and fees in
                                    connection with the Midwest Business beyond
                                    the Purchase Termination Date (as
                                    hereinafter defined); provided, however,
                                    that Alert may enter into such contracts and
                                    agreements upon the prior written consent of
                                    Aquis, such consent in Aquis' sole,
                                    reasonable discretion. The Parties agree
                                    that in no event will Alert have any
                                    liability whatsoever to pay any Expenses
                                    incurred after the Purchase Termination Date
                                    (as hereinafter defined).


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         2.2.     Aquis Obligations.

                  As the FCC licensee of the Midwest Stations pending Purchase
                  Consummation, Aquis will continue the supervision and
                  maintenance of the Midwest Licenses, Aquis's duties will
                  include the following:

                  2.2.1.   Operate and maintain the Midwest System for provision
                           of service to existing and new Midwest Subscribers in
                           compliance with the Midwest Licenses and applicable
                           FCC Rules (as hereinafter defined).

                  2.2.2    Maintain appropriate property, casualty, liability
                           and other insurance for the Midwest System, which
                           will name Alert as an additional insured during the
                           term of this Agreement.

                  2.2,3.   Supervise, manage and train the Engineering
                           Employees.

                  2.2.4.   Pay rental under the Site Agreements, on a timely
                           basis, on all leases involving the Midwest Business.

                  2.2.5.   Pay for telephony related to the Midwest System,

                  2.2.6.   Aquis will cooperate with Alert and use its best
                           efforts to assist Alert in the operation on the
                           Midwest Business as specified herein.

         2.3.     Additional Obligations.

                  2.3.1.   In addition to its other obligations under this
                           Agreement:

                           2.3.1.1. In the event Alert is unable to pay all
                                    Expenses from Revenue, then Alert will
                                    provide funds to pay such Expenses,

                  2.3.1.2. Aquis will pay for the direct costs related to its
                           obligations under Section 2.2 including, but not
                           limited to, salaries, benefits, payroll taxes, site
                           rental, and telephony, lease expenses and third party
                           maintenance fees. Alert shall have the ability, given
                           that it is to reimburse Aquis for such expenses, to
                           approve and have reasonable veto power over expenses
                           to be incurred by Aquis on behalf of the Midwest
                           Business to the extent Aquis will request Alert to
                           reimburse Aquis. On the last day of each month Aquis
                           will remit an invoice to Alert, in reasonable detail,
                           for such amounts paid in the maintenance of the
                           Midwest System and Midwest Licenses and Alert will
                           promptly reimburse Aquis for the same. Alert will not
                           be responsible for, nor will it be invoiced for, any
                           overhead expenses of Aquis related to the operation
                           of the Midwest System or for any Fees to Aquis
                           related to the operation of the Midwest System.

                  2.3.1.3. If Aquis receives any payments, after the Management
                           Date, of amounts due on Accounts Receivable for which
                           Alert is responsible for administering collections
                           hereunder, Aquis will promptly remit such amounts to
                           Alert.


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<PAGE>

                  2.4.     Aquis Inspection. During the Term of this Agreement
                           (as hereinafter defined), Aquis may, upon reasonable
                           prior written request to Alert and at a reasonable
                           time and place, inspect Alert's operation of the
                           Midwest Business and/or the records maintained by
                           Alert in connection with the operation of the Midwest
                           Business.

         3.       Compensation. In addition to other consideration provided for
                  in this Agreement and the Purchase Agreement, Alert will
                  retain as compensation for services provided all "Midwest Cash
                  Flow," if any, obtained from operation of the Midwest Business
                  during the Term of this Agreement (as hereinafter defined).
                  Midwest Cash Flow is defined as Revenues plus Accounts
                  Receivable collected during the Term of this Agreement (as
                  hereinafter defined).

         4.       If No Purchase Consummation. In the event that the Purchase
                  Agreement terminates without Purchase Consummation, the
                  following provisions apply:

                  4.1.     Return Of Midwest Business Assets. As of the date of
                           termination of the Purchase Agreement without
                           Purchase Consummation ("Purchase Termination Date"),
                           Alert will return to Aquis the rights to use, have
                           access to and control over all Midwest Business
                           Assets in existence as of the Purchase Termination
                           Date, normal wear and tear excepted, and Aquis will
                           retain title thereto.

                  4.2.     Termination of Alert Operation of Midwest Business.
                           As of the Purchase Termination Date, Alert will cease
                           operating the Midwest Business pursuant to Section
                           2.1 hereof and the Retained Employees will be free to
                           resume their employment with Aquis.

                  4.3.     Condition Of Assets. The Parties expressly recognize
                           and agree that the Midwest System may have been
                           modified or transferred during the ordinary course of
                           operation of the Midwest Business Assets
                           (collectively, "Asset Change") during Alert's use
                           thereof in accordance with this Agreement. Alert will
                           have no liability of any nature whatsoever for any
                           Asset Change unless and to the extent such Asset
                           Change was caused by a breach of Alert's duty of care
                           as set forth in Section 2.1 hereof.

                  4.4.     Returned Receivables Amount. Within thirty (30)
                           Business Days after the Purchase Termination Date
                           Alert will remit any then outstanding accounts
                           receivable of the Midwest Business,

         5.       Representations and Warranties of Aquis. To induce Alert to
                  enter into this Agreement, Aquis hereby represents and
                  warrants to Alert that:

                  5.1.     Licenses. Aquis is the bona fide licensee of the
                           Midwest Licenses and Midwest System. The Midwest
                           Licenses for the Midwest Transmitter Sites are to the
                           best of Aquis' actual knowledge valid, in good
                           standing, in full force and effect and constitute:
                           (i) all licenses, permits, and authorizations
                           required by the Communications Act of 1934, as
                           amended (the "Act") and all rules and regulations
                           promulgated by the FCC thereunder ("FCC Rules"), for
                           the construction and operation of the Midwest System;
                           and (ii) all of the licenses, permits and
                           authorizations issued by the FCC to Aquis for or in
                           connection with the Midwest System. Except for the
                           Midwest Licenses, there are no permits, licenses or
                           other authorizations currently held by Aquis, or
                           required by law to be held by Aquis, with respect to
                           ownership of the Assets to be Acquired or operation
                           of the Midwest Business, except where failure to hold
                           such a permit, license or other authorization would
                           not reasonably be expected to materially affect
                           ownership of the Assets to be Acquired or conduct of
                           the Midwest Business.

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<PAGE>

                  5.2.     Midwest System Operation. The Midwest System
                           comprised of the Midwest Transmitter Sites to the
                           best of Aquis' actual knowledge has operated and
                           currently is operating in compliance with all
                           applicable laws, rules and regulations, including the
                           Act and FCC Rules. The Midwest Systems currently
                           provides one-way paging service in compliance with
                           the Act and the FCC Rules and the Midwest Transmitter
                           Sites are being operated by Aquis in compliance with
                           the Act and the FCC Rules.

                  5.2.     No Adverse Condition. Aquis has no knowledge of any
                           condition imposed by the FCC on the Midwest System or
                           Midwest Licenses which is neither: (i) set forth on
                           the face of the Midwest Licenses as provided by Aquis
                           to Alert or as available to the public on FCC
                           databases; nor (ii) applicable to the CMRS industry
                           generally.

                  5.3.     No Pending Action. There is no pending or, to Aquis'
                           knowledge, threatened action by the FCC or any other
                           federal, state or local governmental authority or
                           third party: (i) to suspend, revoke, terminate or
                           challenge the Midwest System, any Midwest License or
                           the Midwest Business; or (ii) that could preclude
                           Aquis from entering into or consummating the
                           transactions specified in this Agreement and the
                           Purchase Agreement.

                  5.4.     Exclusive Use. The Midwest Licenses grant Aquis the
                           exclusive use of the frequency 931.1875 MHz within
                           the service area defined in FCC Rules. Aquis is not a
                           party to any intercarrier, frequency or facilities
                           sharing agreement of any kind that might in any way
                           affect Alert's rights to operate (under this
                           Agreement) or acquire (under the Purchase Agreement)
                           the Midwest System and/or the Assets to be Acquired.

                  5.5.     Orders And Decrees. None of Aquis, the Midwest
                           System, the Midwest Licenses, nor the Midwest
                           Business are subject to any judicial or
                           administrative order, or any ordinance or zoning
                           restriction, which would materially and adversely
                           affect or impose any condition on Aquis, the Midwest
                           System, the Midwest Licenses or the Midwest Business.

                  5.6.     Litigation. There is no judicial or administrative
                           action, suit or proceeding, pending or, to Aquis'
                           knowledge, threatened against or relating to Aquis,
                           the Midwest System, the Midwest Licenses or the
                           Midwest Business before the FCC or any federal, state
                           or local court, arbitration tribunal or governmental
                           authority which could, individually or in the
                           aggregate: (i) result in the voluntary or involuntary
                           transfer of any of the Midwest System or the Midwest
                           Licenses; or (ii) adversely affect any or all of
                           Aquis, the Midwest System, the Midwest Licenses or
                           the Midwest Business or the transactions contemplated
                           in this Agreement or the Purchase Agreement. Aquis
                           knows of no facts establishing a reasonable basis for
                           any such action, suit, proceeding or any governmental
                           investigation relating to the same.


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                  5.7.     Compliance With Laws. Aquis is in compliance, in all
                           material respects, with all applicable laws,
                           regulations and administrative orders of: (i) the
                           United States, including, without limitation, the
                           FCC: (ii) any state; and (iii) any municipality,
                           county, or other subdivision of any of the foregoing,
                           to which Aquis, the Midwest System, the Midwest
                           Licenses or the Midwest may be subject.

                  5.8.     Taxes And Required Filings. With respect to the
                           Midwest System, the Midwest Licenses and the Midwest
                           Business, Aquis has filed all federal, state, local,
                           foreign and other tax returns and reports of every
                           nature required to be filed and has paid or will pay
                           all taxes and other assessments due including, but
                           not limited to, any pursuant to FCC-mandated
                           requirements.

                  5.9.     Third Party And Governmental Consents. No approval,
                           consent, waiver, order or authorization of, or
                           registration, qualification, declaration, or filing
                           with, or notice to, any federal, state or local
                           governmental authority or other third part is
                           required on the part of Aquis in connection with the
                           execution or performance of this Agreement.

                  5.10.    Representation and Warranties in the Purchase
                           Agreement. Aquis restates herein the representations
                           and warranties made to Alert in the Purchase
                           Agreement as if set forth in full herein, except to
                           the extent already set forth herein in Sections 5 or
                           7 of this Agreement. Each of the representations and
                           warranties of Aquis herein, and those representations
                           and warranties made by Aquis in the Purchase
                           Agreement, are made in this Agreement as of the
                           Execution Date and again as of the Management Date.

         6.       Representations Of Alert. As of the Execution Date, Alert
                  knows of no material statement or omission of Aquis that gives
                  rise to any: (i) material breach of its representations,
                  warranties, or covenants under this Agreement or in connection
                  with the purchase transaction; or (ii) basis on which the FCC
                  would not issue its consent to assignment of the Midwest
                  Licenses to Alert.

         7.       Representations And Warrants Of The Parties. Each Party
                  represents to each other Party as appropriate that: (i) it is
                  a legal organization, duly organized and validly existing
                  under the laws of the state of its organization; (ii) it has
                  all necessary power, authority and capacity to enter into and
                  perform the terms of this Agreement: (iii) this Agreement has
                  been authorized by all necessary action; (iv) this Agreement
                  has been duly executed by it and constitutes a valid and
                  binding agreement enforceable in accordance with its terms;
                  and (v) the execution, delivery and performance of this
                  Agreement does not conflict with the Party's organizational
                  documents or any indenture, mortgage, deed of trust, agreement
                  or other instrument by which the Party is bound, and does not
                  violate any law or regulation, or order or decree of any court
                  applicable to the Party.


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<PAGE>

         8.       FCC Compliance. The Parties agree to comply with all
                  applicable FCC Rules governing the Midwest Licenses and
                  operation of the Midwest System and specifically agree as
                  follows:

                  8.1.     Alert may not represent itself as the de jure
                           licensee of the Midwest System.

                  8.2.     No Party will represent itself as the legal
                           representative of any other Party before the FCC, but
                           each Party will cooperate with the other Parties with
                           respect to matters concerning implementation of this
                           Agreement, the Midwest Licenses and the Midwest
                           System.

                  8.3.     In addition to all other obligations imposed on Aquis
                           pursuant to this Agreement, Aquis will take all
                           actions necessary to keep the Midwest Licenses valid
                           and in full force and effect and Aquis will use its
                           best efforts to submit to the FCC or any other
                           governmental authority all reports, applications,
                           renewals, filings or other documents necessary to
                           keep the Midwest Licenses valid and in full force
                           and effect during the Term of this Agreement.

                  8.4.     Aquis and Alert are familiar with a de jure
                           licensee's responsibilities under the Act and FCC
                           Rules. Nothing in this Agreement is intended to
                           diminish or restrict Aquis' remaining obligations as
                           de jure licensee of the Midwest System. All Parties
                           desire that this Agreement be carried out in
                           compliance with FCC Rules. In the event that the FCC
                           determines that any provision of this Agreement
                           violates any FCC Rule, regulation or policy, the
                           parties will make good faith efforts immediately to
                           correct the problem to bring this Agreement into
                           compliance consistent with the intent of the Parties.

         9.       Aquis Covenants. In view of the fact that Alert anticipates
                  committing substantial resources to meeting its obligations
                  pursuant to this Agreement and must rely on the maintenance of
                  the Midwest Licenses and Midwest System to carry out its
                  responsibilities hereunder, Aquis covenants and agrees that
                  it:

                  9.1.     Aquis will not permit any liens or encumbrances to
                           attach to the Midwest Licenses, the Midwest System or
                           the Midwest Business and, if any such liens and
                           encumbrances arise, Aquis will immediately cure and
                           remove all such liens and encumbrances to the extent
                           possible;

                  9.2.     Will not take any action that would jeopardize any of
                           the Midwest Licenses, the Midwest System, any leases
                           of the Midwest Business, the Midwest Business itself
                           or the rights of Alert under this Agreement or the
                           Purchase Agreement;

                  9.3.     Will immediately notify Alert of any pending or
                           threatened action by the FCC or any other
                           governmental agency, court or third party to suspend,
                           revoke, terminate or challenge the Midwest Licenses,
                           the Midwest System or the Midwest Business or to
                           investigate the operation thereof; and


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<PAGE>


                  9.4.     Will not interfere with Alert's exercise or
                           performance of its rights and obligations pursuant to
                           this Agreement.

         10.      Indemnification.

                  10.1.    Indemnification By Aquis. Aquis will defend,
                           indemnify and hold Alert, any subsidiary or affiliate
                           thereof, and its respective successors, officers,
                           directors and controlling persons (the "Indemnified
                           Alert Group") harmless from and against any and all
                           losses, liabilities, damages, costs or expenses
                           (including reasonable attorney's fees, penalties and
                           interest) payable to or for the benefit of, or
                           asserted by, any party resulting from, arising out
                           of, or incurred as a result of: (i) the breach of
                           any representation made by Aquis herein or in
                           accordance herewith; (ii) the breach of any warranty
                           or covenant made by Aquis herein or in accordance
                           herewith; (iii) any claim, whether made before or
                           after the Management Date, or any litigation,
                           proceeding or governmental investigation, whether
                           commenced before or after the Management Date,
                           arising out of the business of operating the Systems
                           prior to the Management Date, or otherwise arising
                           out of any act or occurrence prior to, or any state
                           of facts existing as of the Management Date
                           (regardless of whether or not disclosed or known to
                           Alert as of the Management Date) arising from any act
                           or omission of Aquis; or (iv) Aquis failure to pay,
                           perform or discharge any of its obligations,
                           liabilities, agreements or commitments under this
                           Agreement or under the Purchase Agreement.

                  10.2.    Indemnification By Alert. Alert will defend,
                           indemnity and hold Aquis, and its respective
                           successors, officers, directors and controlling
                           persons (the "Indemnified Aquis Group") harmless from
                           and against all losses, liabilities, damages, costs
                           or expenses (including reasonable attorney's fees,
                           penalties and interest) payable to or for the benefit
                           of, or asserted by, any party resulting from, arising
                           out of, or incurred as a result of: (i) the breach of
                           any representation made by Alert herein or in
                           accordance herewith; (ii) the breach of any warranty
                           or covenant made by Alert herein or in accordance
                           herewith; (iii) any claim or any litigation,
                           proceeding or governmental investigation arising out
                           of Alert's operation of the Midwest Business after
                           the Management Date; or (iv) Alert's failure to pay,
                           perform or discharge any of its obligations,
                           liabilities, agreements or commitments under this
                           Agreement.

                  10.3.    Surviva1 Of Covenants and Warranties. This Section 10
                           of this Agreement will survive the termination of
                           this Agreement, and will be fully enforceable at law
                           or in equity against such other Party and its
                           successors and assigns for claims first made during
                           the term of this Agreement or within a period of one
                           (1) year after the termination of this Agreement. Any
                           investigation at any time made by or on behalf of (or
                           any disclosure to) any Party will not diminish in any
                           respect whatsoever its right to rely on the
                           representations and warranties of any other Party.

                  10.4.    Notice Of Claims

                           10.4.1.  Each Party will give prompt written notice
                                    to any other Party of any claim against the
                                    Party giving notice which might give rise to
                                    a claim by it against the other Party based
                                    upon the indemnity provisions contained
                                    herein, stating the nature and basis of the
                                    claim and the actual or estimated amount
                                    thereof;


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                           10.4.2.  Failure to give notice under Section 10.4.1
                                    hereof will not affect the obligation of the
                                    indemnifying Party to provide
                                    indemnification in accordance with the
                                    provisions of this Section 10 unless, and
                                    only to the extent that, such indemnifying
                                    Party is actually prejudiced thereby.

                           10.4.3.  In the event that any action, suit or
                                    proceeding is brought against any member of
                                    the Indemnified Aquis Group or the
                                    Indemnified Alert Group with respect to
                                    which any Party may have liability under the
                                    indemnification provisions contained herein,
                                    the indemnifying Party will have the right,
                                    at its sole cost and expense, to defend such
                                    action in the name of or on behalf of the
                                    indemnified Party.

                           10.4.4.  In connection with such action, suit or
                                    proceeding which might give rise to a claim
                                    by one Party against another Party based on
                                    the indemnity provisions in this Section 10,
                                    the Parties will render to each other such
                                    assistance as may reasonably be required in
                                    order to ensure the proper and adequate
                                    defense of any such action, suit or
                                    proceeding.

                           10.4.5.  An indemnified Party will have the right to
                                    retain its own counsel, with the fees and
                                    expenses to be paid by the indemnifying
                                    Party, if representation of such indemnified
                                    Party by the counsel retained by the
                                    indemnifying Party would be inappropriate
                                    because of actual or potential differing
                                    interests between such indemnified Party and
                                    any other Party represented by such counsel.

                           10.4.6.  No Party will make any settlement of any
                                    claim which might give rise to liability of
                                    another Party under the indemnification
                                    provisions contained herein without the
                                    written consent of such other Party, which
                                    consent such other Party covenants will not
                                    be unreasonably withheld.

                  10.5     Right of Set-Off. The Parties shall have a right of
                           set-off under this Agreement and under the Escrow
                           Agreement referred to in the Purchase Agreement for
                           any breach of representation, warranty or covenant of
                           the other Party in this Agreement or in the Purchase
                           Agreement.

         11.      Term And Termination


                  11.1.    Term. The "Term" of this Agreement will commence on
                           the Management Date and end on the Termination Date
                           as defined in Section 11.2 hereof.

                  11.2.    Termination. This Agreement will automatically
                           terminate ("Termination Date") upon which any of the
                           following events occurs:

                           11.2.1.  Purchase Consummation, in the event that
                                    Purchase Consummation occurs pursuant to the
                                    Purchase Agreement;


                                       11
<PAGE>


                           11.2.2.  Termination of the Purchase Agreement on the
                                    Purchase Termination Date in the event that
                                    Purchase Consummation does not occur
                                    pursuant to the Purchase Agreement;

                           11.2.3.  The loss, revocation or expiration without
                                    renewal of Midwest Licenses;

                           11.2.4.  Otherwise, as mutually agreed by the Parties
                                    in writing.

         12.      Notices. All notices or other communications which may be
                  given or made pursuant hereto will be in writing and delivered
                  by hand delivery, courier or facsimile transmission to the
                  following:

<TABLE>
<CAPTION>
                  <S>                                      <C>
                  If to Alert, to:                         with a copy to:

                  Alert Communications, L.L.C.             Hogan Marren & McCabill, Ltd.
                  600 South Federal St., Suite 504         205 N. Michigan, Suite 4300
                  Chicago, IL 60605                        Chicago, IL 60601
                  Attention: Housh Kboshbin                Attention: Alan B. Molotsky
                  Facsimile: (312) 913-0539                Facsimile: 312-946-9818

                  If to Aquis, to:                         With a copy to:

                  Aquis Wireless Communications, Inc.      Hodgson Russ LLP
                  1719A Route 10, Suite 300                One M&T Plaza, Suite 2000
                  Parsippany, NJ 07054                     Buffalo, NY 14203
                  Attention: Keith Powell, President       Attention: Joseph P. Galda
                  Facsimile: (973) 560-8060                Facsimile: (716) 848-0349
</TABLE>

                  Each Party may designate by notice in writing a new address
                  for it and/or its attorney to which any notice or
                  communication may thereafter be given. Each notice or
                  communications will be deemed sufficiently given and received
                  for all purposes at such time as it is delivered to the
                  addressee or at such time as delivery is refused by the
                  addressee upon presentation.

         13,      Amendment. This Agreement may not be amended, modified or
                  changed except in writing signed by all Parties hereto.

         14.      Successors And Assigns. Alert may assign its rights and
                  delegate its duties under this Agreement with the consent of
                  Aquis, which consent may not be unreasonably withheld or
                  delayed; provided, however, that Alert may assign this
                  Agreement to an affiliate or subsidiary of Alert without
                  Aquis' prior consent and solely upon notice to Aquis that the
                  Alert affiliate or subsidiary agrees to be bound by the terms
                  of this Agreement and thereupon Alert will have no further
                  obligations hereunder. Aquis may not assign its rights or
                  delegate its duties under this Agreement without the prior
                  consent of Alert, which consent may be denied in Alert's sole
                  and unfettered discretion. This Agreement will be binding upon
                  and inure to the benefit of the Parties hereto, and their
                  respective heirs, representatives, successors and permitted
                  assigns.


                                       12
<PAGE>


         15.      Governing Law. This Agreement will be governed by and
                  construed in accordance with the laws of the State of Illinois
                  without giving effect to its principles of conflict of laws.

         16.      Severability. In the event that any provision of this
                  Agreement is held to be invalid, void, or illegal by the FCC,
                  any governmental authority or court of competent jurisdiction,
                  the remaining provisions of this Agreement will remain in full
                  force and effect and this Agreement will be construed
                  reasonably to preserve the original intent of the Parties
                  hereto insofar as practical.

         17.      Interpretation. This Agreement is to be construed fairly and
                  simply and not strictly for or against any of the Parties
                  hereto. The section headings contained herein are for
                  convenience of reference only, are not part of this
                  Agreement, and will not affect the meaning or interpretation
                  of any provision hereof.

         18.      Entire Agreement. This Agreement and the Purchase Agreement
                  constitute the entire agreement between the Parties with
                  respect to the transactions contemplated hereby, and supersede
                  all prior oral or written agreements, commitments or
                  understandings with respect to the matters provided for
                  herein, except as may otherwise be specified in this Agreement
                  and/or the Purchase Agreement.

         19.      Business Days. "Business Days" for the purposes of this
                  Agreement will be considered days on which federally-chartered
                  banks in Illinois are open to the public for transaction of
                  business.

         20.      Counterparts. This Agreement may be executed in as many
                  counterparts as may be required, and all counterparts will
                  collectively constitute a single agreement

                  IN WITNESS WHEREOF, the Parties have duly executed and
         delivered this Agreement as of the Execution Date first written above.




                                            AQUIS WIRELESS COMMUNICATIONS, INC.

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

                                            Name:        Keith J. Powell
                                                 ------------------------------

                                            Title:     President and CEO
                                                  -----------------------------


                                               ALERT COMMUNICATIONS, INC.

                                             By:     /s/ Housh Khoshbin
                                               --------------------------------

                                            Name:        Housh Khoshbin
                                                 ------------------------------

                                            Title:            CEO
                                                  -----------------------------


                                       13

</TEXT>
</DOCUMENT>
