AQUIS COMMUNICATIONS GROUP INC
CONVERTIBLE DEBENTURE
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>CONVERTIBLE DEBENTURE
<TEXT>


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                                                                       EXHIBIT A

                           11% CONVERTIBLE DEBENTURE

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED,
RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.

        No. 1                                                     US $2,000,000



                 11% CONVERTIBLE DEBENTURE DUE OCTOBER 12, 2001


              THIS DEBENTURE is issued by Aquis Communications Group, Inc., a
              corporation organized and existing under the laws of the State of
              Delaware (the "Company") and is designated as its 11% Convertible
              Debenture Due October 12, 2001.

                 FOR VALUE RECEIVED, the Company promises to pay to AMRO
International, S.A., or permitted assigns (the "Holder"), the principal sum of
Two Million and 00/100 (US $2,000,000) Dollars on October 12, 2001 (the
"Maturity Date") and to pay interest on the principal sum outstanding from time
to time quarterly in arrears at the rate of 11% per annum accruing from the date
of initial issuance. Accrual of interest shall commence on the frst business day
to occur after the date of initial issuance and continue until payment in full
of the principal sum has been made or duly provided for. Quarterly interest
payments shall be due and payable, as provided herein, on March 1, June 1,
September 1 and December 1 of each year, commencing with June 1, 2000. Accrued
but unpaid interest shall also be due and payable on any Conversion Date (as
defined herein). If any interest payment date or the Maturity Date is not a
business day in the State of New York, then such payment shall be made on the
next succeeding business day.

                 Interest payable other than at maturity shall accrue at least
five (5) days prior to a scheduled interest payment date the Holder notifies the
Company that it desires to convert the interest payment into shares of Common
Stock as provided in Section 4 below. The Company will pay the principal of,
Payment Premium (as defined herein) and any accrued but unpaid interest due upon
this Debenture on the Maturity Date, by check or wire transfer to the person

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who is the registered holder of this Debenture as of the tenth day prior to the
Maturity Date and addressed to such Holder at the last address appearing on the
Debenture Register. The forwarding of such check, or completion of such wire
transfer, shall constitute a payment of principal and interest hereunder and
shall satisfy and discharge the liability for principal, Payment Premium and
interest on this Debenture to the extent of the sum represented by such check or
wire transfer.

                 This Debenture is subject to the following additional
provisions:

                 1. The Company shall be entitled to withhold from all payments
of interest on this Debenture any amounts required to be withheld under the
applicable provisions of the United States income tax laws or other applicable
laws at the time of such payments, and Holder shall execute and deliver all
required documentation in connection therewith.

                 2. This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of 1933, as amended (the
"Act"), and other applicable state and foreign securities laws. The Holder shall
deliver written notice to the Company of any proposed transfer of this
Debenture. In the event of any proposed transfer of this Debenture, the Company
may require, prior to issuance of a new Debenture in the name of such other
person, that it receive reasonable transfer documentation including legal
opinions that the issuance of the Debenture in such other name does not and will
not cause a violation of the Act or any applicable state or foreign securities
laws. Prior to due presentment for transfer of this Debenture, the Company and
any agent of the Company may treat the person in whose name this Debenture is
duly registered on the Company's Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Debenture be overdue, and neither the Company nor any such
agent shall be affected by notice to the contrary. This Debenture has been
executed and delivered pursuant to the Loan Agreement dated as of March 31,
2000 between the Company and the original Holder (the "Loan Agreement"), and is
subject to the terns and conditions of the Loan Agreement, which are, by this
reference, incorporated herein and made a part hereof. Capitalized terms used
and not otherwise defined herein shall have the meanings set forth for such
terms in the Loan Agreement.

                 3. (a) The rate of interest on this Debenture shall be reduced
to nine percent (9%), retroactive to the Closing Date, if the Registration
Statement is declared effective not later than one hundred (100) days from the
Closing Date; and

                    (b) The rate of interest on this Debenture shall be reduced
to ten percent (10%), retroactive to the Closing Date, if this Debenture is
redeemed in full pursuant to Section 5 hereof on or before ninety (90) days from
the Closing Date.

                 4. The Holder of this Debenture is entitled, at its option, to
convert at any time commencing one hundred (120) days after the date hereof, the
principal amount of this Debenture or any portion thereof, and at the Holder's
election, any accrued but unpaid interest, into shares of Common Stock of the
Company ("Conversion Shares") at a conversion price for

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each share of Common Stock ("Conversion Price") equal to 90% of the Market Price
at the Conversion Date (as defined in Section 6 hereof). The term "Market Price"
shall have the meaning set forth in the Loan Agreement. If, upon any conversion
of this Debenture, the Company's issuance of Conversion Shares would cause it to
violate any listing requirement of the Principal Market, then in lieu of such
stock issuance, the Company shall pay the Holder cash in an amount equal to the
closing price of the Common Stock on the Conversion Date multiplied by the
number of shares which would otherwise have been issuable upon such conversion.

                 5. The Company shall have the right at any time to deliver to
the Holder a written notice of the Company's intent to redeem the entire
outstanding amount of this Debenture, plus all accrued but unpaid interest and
the applicable Payment Premium. The Payment Premium shall be five percent (5%)
of the outstanding principal balance during the period commencing on the Closing
Date and ending ninety (90) days thereafter, ten percent (10%) from and
including the ninety-first day until the one hundred eightieth day and one
hundred ffteen percent (115%) thereafter. The Company shall make the redemption
payment to the Holder within five (5) Trading Days of the redemption date set
forth in the Company notice of redemption, or else the redemption notice shall
be void, and the Company shall thereafter not have any further right to redeem
this Debenture. The Holder shall have the right to convert this Debenture as set
forth in Section 4 until the Trading Day prior to the Trading Day set for
payment of the redemption price, if this Debenture is otherwise convertible at
that time.

                 6. (a) Conversion shall be effectuated by surrendering this
Debenture to the Company (if such Conversion will convert all outstanding
principal) together with the form of conversion notice attached hereto as
Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture
evidencing such Holder's intention to convert this Debenture or a specified
portion (as above provided) hereof., and accompanied, if required by the
Company, by proper assignment hereof in blank. Interest accrued or accruing from
the date of issuance to the date of conversion shall, at the option of the
Holder, be paid in cash as set forth above or in Common Stock upon conversion at
the Conversion Price on the Conversion Date. No fraction of a share or scrip
representing a fraction of a share will be issued on conversion, but the number
of shares issuable shall be rounded to the nearest whole share. The date on
which Notice of Conversion is given (the "Conversion Date") shall be deemed to
be the date on which the Holder faxes the Notice of Conversion duly executed to
the Company. Facsimile delivery of the Notice of Conversion shall be accepted by
the Company at facsimile number (973) 560-8704 Attn: D. Brian Plunkett, Chief
Financial Officer. Certificates representing Common Stock upon conversion will
be delivered to the Holder within three (3) Trading Days from the date the
Notice of Conversion is delivered to the Company. Delivery of shares upon
conversion shall be made to the address specified by the Holder in the Notice of
Conversion.

                 (b) The Company understands that a delay in the issuance of
shares of Common Stock upon a conversion beyond the three (3) Trading Day period
described in Section 8(a) could result in economic loss to the Holder. As
compensation to the Holder for such loss, the Company agrees to pay late
payments to the Holder for late issuance of shares of Common Stock upon
conversion in accordance with the following schedule (where "No. Trading Days
Late" is defned as the number of Trading Days beyond three (3) Trading Days from
the date the Notice of Conversion is delivered to the Company).

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        No. Trading Days Late                Late Payment for Each
                                             $5,000 of Principal Amount
                                             Being Converted
--------------------------------------------------------------------------------
        1                                    $100
--------------------------------------------------------------------------------
        2                                    $200
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        3                                    $300
--------------------------------------------------------------------------------
        4                                    $400
--------------------------------------------------------------------------------
        5                                    $500
--------------------------------------------------------------------------------
        6                                    $600
--------------------------------------------------------------------------------
        7                                    $700
--------------------------------------------------------------------------------
        8                                    $800
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        9                                    $900
--------------------------------------------------------------------------------
        10                                   $1,000
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        More than 10                         $1,000 +$200 for each Trading Day
                                             Late beyond 10 Trading Days
--------------------------------------------------------------------------------

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The Company shall pay any payments incurred under this Section 6(b) in
immediately available funds upon demand. Nothing herein shall limit Holder's
right to pursue injunctive relief and/or actual damages for the Company's
failure to issue and deliver Common Stock to the holder, including, without
limitation, the Holder's actual losses occasioned by any "buy-in" of Common
Stock necessitated by such late delivery. Furthermore, in addition to any other
remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of such shares of Common Stock within
three (3) Trading Days from the date the Notice of Conversion is delivered to
the Company, the Holder will be entitled to revoke the relevant Notice of
Conversion by delivering a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion, and in such event no
late payments shall be due in connection with such withdrawn conversion.

                 (c) If at any time (a) the Company challenges, disputes or
denies the right of the Holder to effect the conversion of this Debenture into
Common Stock or otherwise dishonors or rejects any Notice of Conversion
delivered in accordance with this Section 6 or (b) any Company stockholder who
is not and has never been an Affiliate (as defined in Rule 405 under the
Securities Act of 1933, as amended) of the Holder obtains a judgment or any
injunctive relief from any court or public or governmental authority which
denies, enjoins, limits, modifies, delays or disputes the right of the holder
hereof to effect the conversion of this Debenture into Common Stock, then the
Holder shall have the right, by written notice, to require the Company

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to promptly redeem this Debenture for cash at a redemption price equal to one
hundred thirty percent (130%) of the outstanding principal amount hereof and all
accrued and unpaid interest hereon. Under any of the circumstances set forth
above, the Company shall be responsible for the payment of all costs and
expenses of the Holder, including reasonable legal fees and expenses, as and
when incurred in disputing any such action or pursuing its rights hereunder (in
addition to any other rights of the Holder), subject in the case of clause (b)
to the Company's right to control and assume the defense of any such action. In
the absence of an injunction precluding the same, the Company shall issue shares
upon a properly noticed conversion.

                 The Holder shall be entitled to exercise its conversion
privilege notwithstanding the commencement of any case under 11 U.S.C.ss.101 et
seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent permitted any
rights to relief it may have under 11 U.S.C.ss.362 in respect of the Holder's
conversion privilege.

                 7. No provision of this Debenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Debenture at the time, place, and rate, and
in the coin or currency or shares of Common Stock, herein prescribed. This
Debenture is a direct obligation of the Company.

                 8. If the Company merges or consolidates with another
corporation or sells or transfers all or substantially all of its assets to
another person and the holders of the Common Stock are entitled to receive
stock, securities or property in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and any such successor, purchaser or transferee agree that the Debenture may
thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted immediately
before such merger, consolidation, sale or transfer, subject to adjustments
which shall be as nearly equivalent as may be practicable. In the event of any
proposed merger, consolidation or sale or transfer of all or substantially all
of the assets of the Company (a "Sale"), the Holder hereof shall have the right
to convert by delivering a Notice of Conversion to the Company within fifteen
(15) days of receipt of notice of such Sale from the Company. In the event the
Holder hereof shall elect not to convert, the Company may prepay all outstanding
principal and accrued interest on this Debenture as provided in Section 5, less
all amounts required by law to be deducted, upon which tender of payment
following such notice, the right of conversion shall terminate.

                 9. This Debenture shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties consents
to the jurisdiction of the federal courts whose districts encompass any part of
the City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions.

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                 10. The following shall constitute an "Event of Default":

                         a.    The Company shall default in the payment of
                               principal or interest on this Debenture and same
                               shall continue for a period of three (3) days; or

                         b.    Any of the representations or warranties made by
                               the Company herein, in the Loan Agreement, the
                               Registration Rights Agreement, or in any
                               agreement, certificate or financial or other
                               written statements heretofore or hereafter
                               furnished by the Company in connection with the
                               execution and delivery of this Debenture or the
                               Loan Agreement shall be false or misleading in
                               any material respect at the time made; or

                         c.    The Company fails to issue shares of Common Stock
                               to the Holder or to cause its Transfer Agent to
                               issue shares of Common Stock upon exercise by the
                               Holder of the conversion rights of the Holder in
                               accordance with the terms of this Debenture,
                               fails to transfer or to cause its Transfer Agent
                               to transfer any certificate for shares of Common
                               Stock issued to the Holder upon conversion of
                               this Debenture as and when required by this
                               Debenture or the Registration Rights Agreement,
                               and such transfer is otherwise lawful, or fails
                               to remove any restrictive legend or to cause its
                               Transfer Agent to transfer any certificate or any
                               shares of Common Stock issued to the Holder upon
                               conversion of this Debenture as and when required
                               by this Debenture, the Loan Agreement or the
                               Registration Rights Agreement and such legend
                               removal is otherwise lawful, and any such failure
                               shall continue uncured for five (5) business
                               days; or

                         d.    The Company shall fail to perform or observe, in
                               any material respect, any other covenant, term,
                               provision, condition, agreement or obligation of
                               the Company under the Loan Agreement, the
                               Registration Rights Agreement or this Debenture
                               and such failure shall continue uncured for a
                               period of thirty (30) days after written notice
                               from the Holder of such failure; or

                         e.    The Company shall (1) admit in writing its
                               inability to pay its debts generally as they
                               mature; (2) make an assignment for the benefit of
                               creditors or commence proceedings for its
                               dissolution; or (3) apply for or consent to the
                               appointment of a trustee, liquidator or receiver
                               for its or for a substantial part of its property
                               or business; or

                         f.    A trustee, liquidator or receiver shall be
                               appointed for the Company or for a substantial
                               part of its property or business without its
                               consent and shall not be discharged within sixty
                               (60) days after such appointment; or

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                         g.    Any governmental agency or any court of competent
                               jurisdiction at the instance of any governmental
                               agency shall assume custody or control of the
                               whole or any substantial portion of the
                               properties or assets of the Company and shall not
                               be dismissed within sixty (60) days thereafter;
                               or

                         h.    Any money judgment, writ or warrant of
                               attachment, or similar process in excess of One
                               Hundred Thousand ($100,000) Dollars in the
                               aggregate shall be entered or filed against the
                               Company or any of its properties or other assets
                               and shall remain unpaid, unvacated, unbonded or
                               unstayed for a period of sixty (60) days or in
                               any event later than five (5) days prior to the
                               date of any proposed sale thereunder; or

                         i.    Bankruptcy, reorganization, insolvency or
                               liquidation proceedings or other proceedings for
                               relief under any bankruptcy law or any law for
                               the relief of debtors shall be instituted by or
                               against the Company and, if instituted against
                               the Company, shall not be dismissed within sixty
                               (60) days after such institution or the Company
                               shall by any action or answer approve of, consent
                               to, or acquiesce in any such proceedings or admit
                               the material allegations of, or default in
                               answering a petition filed in any such
                               proceeding; or

                         j.    The Company shall have its Common Stock suspended
                               or delisted from trading on a Principal Market
                               for in excess of two (2) Trading Days;

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider this
Debenture immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything herein or
in any note or other instruments contained to the contrary notwithstanding, and
the Holder may immediately enforce any and all of the Holder's rights and
remedies provided herein or any other rights or remedies afforded by law.

                 11. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof

                 12. In no event shall the Holder be permitted to convert this
Debenture for shares of Common Stock in excess of the amount of this Debenture
upon the conversion of which, (x) the number of shares of Common Stock owned by
such Holder (other than shares of Common Stock issuable upon conversion of this
Debenture) plus (y) the number of shares of Common Stock issuable upon
conversion of this Debenture, would be equal to or exceed 9.9% of the number of

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shares of Common Stock then issued and outstanding, including shares issuable
upon conversion of this Debenture held by such Holder after application of this
Section 12. As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder. To the extent that the
limitation contained in this Section 12 applies, the determination of whether
this Debenture is convertible (in relation to other securities owned by the
Holder) and of which a portion of this Debenture is convertible shall be in the
sole discretion of such Holder, and the submission of a Notice of Conversion
shall be deemed to be such Holder's determination of whether this Debenture is
convertible (in relation to other securities owned by such holder) and of which
portion of this Debenture is convertible, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. Nothing contained herein shall be
deemed to restrict the right of a holder to convert this Debenture into shares
of Common Stock at such time as such conversion will not violate the provisions
of this Section 12. The provisions of this Section 12 may be waived by the
Holder of this Debenture upon not less than 75 days' prior notice to the
Company, and the provisions of this Section 12 shall continue to apply until
such 75th day (or such later date as may be specified in such notice of waiver).
No conversion of this Debenture in violation of this Section 12 but otherwise in
accordance with this Debenture shall affect the status of the Common Stock
issued upon such conversion as validly issued, fully-paid and nonassessable.

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                 IN WITNESS WHEREOF, the Company has caused this Debenture to be
duly executed by an officer thereunto duly authorized.

Dated: April 3, 2000

                               Aquis Communications Group, Inc.

                               By: /s/ D. Brian Plunkett
                                  ----------------------------------------------
                                  D. Brian Plunkett, Chief Financial Officer

Attest:

/s/ [ILLEGIBLE]

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                                    EXHIBIT A

                              NOTICE OF CONVERSION

  (To be Executed by the Registered Holder in order to Convert the Debenture)

                 The undersigned hereby irrevocably elects to convert $
of the principal amount of the above Debenture No.   into Shares of Common Stock
of Aquis Communications Group, Inc. (the "Company") according to the conditions
hereof, as of the date written below.

        Date of Conversion*_____________________________________________________

        Applicable Conversion Price* ___________________________________________

        Accrued Interest________________________________________________________

        Signature_______________________________________________________________
                                           (Name)
        Address:________________________________________________________________






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