Instructions To Transfer Agent

EXHIBIT F
INSTRUCTIONS TO TRANSFER AGENT
Aquis Communications Group, Inc.


________________, 2000


Continental Stock Transfer 2 Broadway New York, NY 10004


Dear Sirs:


Reference is made to the Loan Agreement and all Exhibits thereto (the "Loan Agreement") dated as of March 31, 2000, between the investors signatory thereto (the "Investors") and Aquis Communications Group, Inc. (the "Company"). Pursuant to the Agreement, and subject to the terms and conditions set forth in the Agreement, the Company has issued to the Investors (i) $2,000,000 principal amount of 11% Convertible Debentures and (ii) Warrants to purchase ______________ shares of Common Stock (the "Warrants"). As a condition to the effectiveness of the Loan Agreement, the Company has agreed to issue to you, as the transfer agent for the Company's Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock ("Common Stock") to be issued to the Lenders (or a permitted assignee) pursuant to the Loan Agreement upon conversion of the Convertible Debentures or upon exercise of the Warrants. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Loan Agreement.


1. ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND


Pursuant to the Loan Agreement and the Registration Rights Agreement, the Company is required to prepare and file with the SEC, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Lenders (i) upon exercise of the Warrants and (ii) upon conversion of, or as payment of interest on, the Convertible Debentures, all as provided in the Registration Rights Agreement. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective, and shall deliver an opinion of its counsel to that effect. The Transfer Agent shall be entitled to rely on such advice and such opinion and shall assume that such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company or such counsel, and the Transfer Agent shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following three paragraphs, the Transfer Agent shall deliver to the appropriate Lender certificates representing Common Stock not bearing the Legend without requiring further advice or instruction ...