AQUIS COMMUNICATIONS GROUP INC
PROFESSIONAL SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>3
<FILENAME>b311516ex10_50.txt
<DESCRIPTION>PROFESSIONAL SERVICES AGREEMENT
<TEXT>

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                                                                   EXHIBIT 10.50
PIRINATE CONSULTING GROUP, LLC

6 CANOE BROOK DRIVE
LIVINGSTON, NEW JERSEY 07039
(973) 533-8027
(973) 535-1945 (fax)


April 6, 2001
--------------------------------------------------------------------------------

John B. Frieling
Chief Executive Officer
Aquis Communications, Inc.
1719A Route 10
Suite 300
Parsippany, New Jersey 07054


Gentlemen:

When executed in the space provided below, this letter agreement ("Agreement")
shall serve to memorialize the terms and conditions of the retention of PIRINATE
Consulting Group ("PIRINATE") by Aquis Communications, Inc. (the "Company"), as
follows:

      1.  Effective Date. The effective date of the Agreement shall be April 5,
          2001. PIRINATE shall provide the personal services of Eugene Davis
          ("Davis"), a member of PIRINATE, to the Company with respect to
          projects personally assigned by the Board of Directors (the "Board")
          of the Company.

      2.  Initial Assignment. Davis' initial assignment shall be to assist the
          senior management of the Company in negotiating a reorganization of
          the Company's capital structure and to develop and implement a
          three-year business plan.

      3.  Time and Place of Performance. The performance of Davis' services will
          be rendered during such time, and in such places, as may be agreed by
          Davis and the Company. Davis will be allowed such reasonable use of
          the facilities and clerical assistance at the Company's offices and
          elsewhere of a quality, nature and to the extent generally made
          available to the senior executive officers of the Company.

      4.  Compensation. PIRINATE will initially receive $21,000 per each month
          or portion of a month that services are rendered hereunder. The
          $21,000 payment shall be in exchange for up to seven (7) days'
          services by Davis in any calendar month. Additional days of Davis'
          services in any particular month shall be billed at $3000 per day.

      5.  Payments. All amounts payable hereunder shall be paid by the Company
          in advance on the first day of the month in which services are
          rendered. PIRINATE will provide the Company a monthly invoice for the
          basic $21,000 payment that will include a statement of the prior
          month's out-of-pocket expenses to be reimbursed by the Company and
          charges for any additional days' services provided in such prior
          month. Any additional days' services

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          beyond the services covered by the monthly retainer and any major
          expenses must be approved in advance by the Company. Any such expenses
          shall be consistent with expense guidelines applicable to the most
          senior executives of Company. In addition, PIRINATE may receive
          additional success fees, bonuses and equity participations, as the
          Board may deem appropriate. While the Board has no obligation to award
          such additional compensation, the parties hereto acknowledge that the
          potential for such additional compensation is a material consideration
          with respect to the engagement of PIRINATE by the Company.

      6.  Supplemental Agreements. In the event PIRINATE is further engaged by
          the Company to assist in or generate transactions in addition to the
          consulting services contemplated hereby, the parties shall enter into
          supplemental agreements providing for such additional fees, success
          fees, finder's fees and/or equity participations as are typical for
          such transactions and to which the parties shall mutually agree.

      7.  Independent Contractor. Davis and PIRINATE shall be independent
          contractors hereunder and shall receive such indemnification by the
          Company as is generally provided to executive officers of the Company.

      8.  Confidentiality. PIRINATE and Davis shall maintain all non-public
          information of the Company as strictly confidential except to the
          extent otherwise required by applicable law or court order.

      9.  Term. The initial term of this engagement shall be six (6) months.
          Thereafter, either party may terminate this agreement, with or without
          cause, effective following sixty (60) days prior written notice. Any
          termination shall be without prejudice to PIRINATE's right to receive
          retainer payments, payments for additional days' services and
          reimbursement of expenses and any other compensation to which PIRINATE
          may be entitled for all periods prior to the effective date of such
          termination, including incentive or additional compensation as
          contemplated above.

     10.  Governing Law and Venue. This Agreement shall be governed by and
          construed in accordance with the laws of the State of New Jersey.
          Venue with respect to the enforcement of this Agreement shall be in
          the courts of the State of New Jersey and all costs incurred by
          PIRINATE for the collection of compensation due hereunder shall be
          borne by the Company.

     11.  Expenses. Each of the parties hereto shall be responsible for their
          respective costs and expenses incurred in the preparation and
          negotiation of this Agreement.

     12.  Responsibility for Taxes. Davis and PIRINATE shall be solely
          responsible for the payment of any taxes attributable to their receipt
          of compensation from the Company and the Company will not withhold any
          amounts from the payments or benefits to be made or provided to Davis
          and PIRINATE.

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     13.  Amendments. This Agreement may not be amended except by written
          agreement of all the parties hereto. Any of the terms and conditions
          of this Agreement may be waived at any time by the party that is
          entitled to the benefits thereof.

     14.  Notices. All notices, requests, demands and other communications under
          this Agreement shall be in writing and shall be deemed to have been
          duly given at the time either personally delivered or sent by
          certified mail, postage prepaid, as follows:

                A. If to Davis and PIRINATE, to:

                   Eugene I. Davis

                   PIRINATE Consulting Group, LLC

                   5 Canoe Brook Drive

                   Livingston, New Jersey 07039

                B. If to the Company, to:

                   John B. Frieling

                   Chief Executive Officer

                   Aquis Communications, Inc.

                   1719A Route 10

                   Suite 300

                   Parsippany, New Jersey 07024

     15.  Assignment. This Agreement and all of the provisions hereof shall be
          binding upon and inure to the benefit of the parties hereto and their
          respective successors and permitted assigns, but neither this
          Agreement nor any of the rights, interests or obligations hereunder
          shall be assigned by any of the parties hereto without the prior
          written consent of the other parties.

     16.  Miscellaneous. This Agreement may be executed in multiple
          counterparts, each of which shall be deemed an original and all of
          which together shall constitute one (1) agreement. Headings contained
          in this Agreement are for reference purposes only and shall not affect
          in any manner the meaning and interpretation of this Agreement. This
          Agreement and the documents and instruments referred to herein
          constitute the entire Agreement between the parties hereto and
          supersede all other understandings with respect to the subject matter
          hereof.


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     17.  Severability. The provisions of this Agreement shall be deemed
          independent and severable, and the invalidity or partial invalidity or
          unenforceability of any one provision shall not affect the validity or
          enforceability of any other provision.

PIRINATE greatly appreciates the opportunity of working with the Company. Please
evidence your acceptance of the foregoing terms and conditions by executing a
counterpart of this Agreement in the space provided below and returning same to
the address set forth above.

Sincerely,




Eugene I. Davis
Chairman and Chief Executive Officer


Agreed and accepted this ________ day of _____________, 2001 by:


-------------------------------
Aquis Communications, Inc.
By:/s/ John B. Frieling
   ----------------------------
     John B. Frieling
     Chief Executive Officer




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