EXECUTION COPY














                            STOCK PURCHASE AGREEMENT

                         Dated as of September 30, 1996

                                  by and among

                                   AMNEX, INC.

                                       and

                        NATIONAL BUSINESS EXCHANGE, INC.

                                       and

                              James E. Everingham,
                              a selling shareholder

                                       and

                                 Daryl A. Frame,
                              a selling shareholder




<PAGE>






                                TABLE OF CONTENTS

                                                                           Page


SECTION 1.  Certain Definitions.............................................  1

SECTION 2.  Purchase of Shares..............................................  6
               2.1.        Purchase of Shares...............................  6

SECTION 3.  Consideration for the Shares....................................  6
               3.1.        Amount of Purchase Price.........................  6
               3.2.        Payment of Purchase Price........................  6

SECTION 4.  Representations and Warranties of NBE and the
                           Selling Shareholders.............................  7
               4.1.        Good Standing....................................  7
               4.2.        Articles of Incorporation; By-Laws; Minute
                           Books............................................  7
               4.3.        Authorization....................................  8
               4.4.        Authorized Capitalization........................  8
               4.5.        Financial Statements.............................  9
               4.6.        Records and Books of Account..................... 10
               4.7.        Liabilities...................................... 10
               4.8.        Tax Returns...................................... 10
               4.9.        Provision for Taxes.............................. 11
               4.10.  Title to Assets; Liens and Encumbrances............... 12
               4.11.  Trademarks, Service Marks, Trade Names,
                           Patents and Copyrights........................... 13
               4.12.  Insurance Policies.................................... 14
               4.13.  Contracts............................................. 14
               4.14.  Labor Relations....................................... 16
               4.15.  Legal Proceedings..................................... 17
               4.16.  Court Orders.......................................... 17
               4.17.  Compliance With Law; Permits and Licenses............. 17
               4.18.  Actions Not in Ordinary Course........................ 18
               4.19.  No Change............................................. 19
               4.20.  Accounts Receivable................................... 19
               4.21.  Certain Transactions.................................. 19
               4.22.  Employee Benefits..................................... 20
               4.23.  Governmental Approvals................................ 22


40860174


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               4.24.  Investment Intent..................................... 22
               4.25.       Restricted Securities............................ 23
               4.26.  Secrecy and Noncompetition Agreements................. 24
               4.27.  No Omissions.......................................... 24
               4.28.  Shareholder and Voting Agreements..................... 25
               4.29.  Employees............................................. 25

SECTION 5.  Representations and Warranties of Buyer......................... 25
               5.1.        Good Standing.................................... 25
               5.2.        Authorization.................................... 25
               5.3.        AMNEX Shares..................................... 26
               5.4.        Purchase for Investment.......................... 26
               5.5.        No Omissions..................................... 28

SECTION 6.  Employment Agreements........................................... 28

SECTION 7.  Consents........................................................ 28

SECTION 8.  Deliveries of NBE and Selling Shareholders...................... 28
               8.1.  Stock Certificates..................................... 29
               8.2.  Opinion of Counsel..................................... 29
               8.3.  Closing Date Balance Sheet............................. 29
               8.4.  Other Deliveries....................................... 29

SECTION 9.  Deliveries of Buyer on the Closing Date......................... 29
               9.1.  Opinion of Counsel..................................... 29
               9.2.  Stock Certificates..................................... 29
               9.3.  Other Deliveries....................................... 29

SECTION 10.    Registration Rights.......................................... 29
               10.1.  Required Registration................................. 29
               10.2.  Procedure for Registration............................ 32
               10.3.  Piggyback Registration................................ 32
               10.4.  Indemnification by Buyer.............................. 34
               10.5.  Indemnification by the Selling Shareholders
                            ................................................ 36
               10.6.  Holdback Agreement.................................... 38

SECTION 11.   Moving Expenses; Billing Agreements with
                     LECs................................................... 38
               11.1.       Moving Expenses.................................. 39
               11.2.       Billing Agreements with LECs..................... 39

SECTION 12.   Board of Directors; Voting and Lock-Up
                     Agreement.............................................. 39
               12.1.  Board of Directors.................................... 39
               12.2.  Voting and Lock-up Agreement.......................... 40


<PAGE>


                                                                           Page




SECTION 13.  Buyer's Call Right............................................. 42
               13.1.  Buyer's Call Right; Valuation of Remaining
                           Shares............................................42
               13.2.  Exercise of Buyer's Call Right.........................43
               13.3.  Sale Event Differential................................43

SECTION 14.  Indemnification................................................ 44
               14.1.  Indemnification by NBE and the Selling
                           Shareholders..................................... 44
               14.2.  Indemnification by Buyer.............................. 45
               14.3.  Procedures for Indemnification........................ 45
               14.4.  Escrow Agreement...................................... 46

SECTION 15.  Survival of Representations; Effect of
               Certificates................................................. 46

SECTION 16.  No Broker; Expenses............................................ 46

SECTION 17.  Notices........................................................ 47

SECTION 18.  Miscellaneous.................................................. 48
               18.1.  Entire Agreement...................................... 48
               18.2.  Governing Law; Arbitration............................ 49
               18.3.  Benefit of Parties; Assignment........................ 50
               18.4.  Pronouns.............................................. 51
               18.5.  Headings.............................................. 51
               18.6.  Counterparts  51
               18.7.  Further Assurances.................................... 51
               18.8.  Good Faith and Fair Dealing............................51




<PAGE>



                  AGREEMENT  dated as of September 30, 1996, by and among AMNEX,
Inc., a New York corporation  ("Buyer"),  National  Business  Exchange,  Inc., a
California  corporation  ("NBE"),  James Everingham  ("Everingham") and Daryl A.
Frame ("Frame") and both Everingham and Frame, each a "Selling  Shareholder" and
together "Selling
Shareholders").

                               W I T N E S E T H:

                  WHEREAS,  the Selling  Shareholders  are the owners of all the
issued and outstanding shares of capital stock of NBE ("NBE Stock"); and

                  WHEREAS,  Buyer desires to purchase from Everingham 408 shares
of NBE  Stock  and from  Frame  220  shares  of NBE  Stock  representing  in the
aggregate 80% (the "Shares") of all of the issued and outstanding  shares of NBE
Stock; and the Selling  Shareholders  desire to sell to Buyer, the Shares,  upon
the terms and conditions and for the purchase price hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained herein and for other good and valuable consideration set forth herein,
the parties hereto agree as follows:

                  SECTION 1.  Certain Definitions.  For purposes of this
Agreement,  the  following  terms shall have the  respective  meanings set forth
below:
                  "Actions" mean any claims,  actions,  suits,  proceedings  and
investigations,  whether at law, in equity or in  admiralty or before any court,
arbitrator, arbitration panel or Governmental Authority.

                  "Affiliate"  of a party  means any Person  which,  directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
party.

                  "Assets" means all the assets, properties, rights and business
of NBE of every  kind and  description,  wherever  located,  including,  without
limitation, all property,  tangible or intangible,  real, personal or mixed, and
whether or not reflected on the Balance Sheet.

                  "Balance  Sheet"  means the  balance  sheet of NBE at July 31,
1996 referred to in paragraph 4.5 hereof.

                  "Business"  means  the  existing  and  prospective   business,
operations,  facilities  and  other  Assets,  financial  condition,  results  of
operations, finances, markets, products, competitive position, and customers and
customer relations of NBE.
                  "Balance Sheet Date" means July 31, 1996.



<PAGE>


                  "Closing" means the closing of the  transactions  contemplated
hereby, which shall take place simultaneously with the execution and delivery of
this Agreement on the first above written.

                  "Closing Date" means the date first above written.

                  "Code" means the Internal Revenue Code of 1986, as
amended.

                  "Contracts"  mean  all  contracts,   agreements,   indentures,
licenses, leases,  commitments,  plans, arrangements,  sales orders and purchase
orders of every kind, whether written or oral.

                  "Court Order" means any judgment, decree,  injunction,  order,
decision, directive,  regulation or ruling of any Governmental Authority that is
binding on any Person or its property under Law.

                  "Damages" mean losses,  liabilities,  costs, damages,  claims,
taxes and expenses (including reasonable attorneys fees and disbursements).

                  "Default" means (i) a material  breach of or material  default
under any  Contract,  (ii) the  occurrence  of an event that with the passage of
time or the giving of notice or both would constitute a material breach of or 
material default under any Contract, or (iii) the  occurrence  of an event  that
with or  without  the  passage of time or the giving  of notice  or  both  would
give  rise  to  a  right  of   termination, renegotiation or acceleration under
any Contract.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended, and the rules and regulations promulgated thereunder.

                  "GAAP" means generally accepted United States accounting
principles.

                  "Governmental  Authority"  means any agency,  instrumentality,
department,  commission,  court,  tribunal or board of any  government,  whether
foreign or domestic and whether national, federal, state, provincial or local.

                  "Laws" mean laws, statutes, rules, regulations, codes, orders,
ordinances, judgments, injunctions, decrees and policies.

                  "Liabilities"    mean   debts,    liabilities,    obligations,
guarantees,   indemnities,   duties  and   responsibilities   of  any  kind  and
description, whether absolute or contingent, monetary or non-monetary, direct or
indirect, known or unknown or matured or unmatured, or of any other nature.



<PAGE>





                  "Licenses" means licenses, franchises, permits,
easements, rights and other authorizations.

                  "Lien" means any security  interest,  lien,  mortgage,  claim,
charge, pledge, restriction, equitable interest or encumbrance of any nature.

                  "Person"  means  any  natural  person,  corporation,  business
trust, joint venture,  association,  company, firm, partnership, or other entity
or government or Governmental Authority.

                  "Proprietary Right" means any trade name,  trademark,  service
mark, patent or copyright and any application for any of the foregoing.

                  "Registration    Statement"   means   an   appropriate   shelf
registration statement pursuant to Rule 415 under the Securities Act.

                  "Returns" mean all returns, declarations,  reports, estimates,
information  returns and statements required to be filed with or supplied to any
taxing authority in connection with any Taxes.

                  "Sale Event" means any one of the following events: (i)
any sale or exchange of fifty percent (50%) or more of the issued
and outstanding common stock of Buyer to any Person that is not an
Affiliate  of  Buyer,  (ii) any sale by NBE of all or  substantially  all of the
assets of NBE to any Person that is not an Affiliate of Buyer, (iii) any sale or
exchange of fifty percent (50%) or more of the issued and  outstanding  stock of
NBE on a fully  diluted  basis to any Person that is not an  Affiliate of Buyer,
(iv) any sale of all or  substantially  all of the assets of Buyer to any Person
that is not an  Affiliate of Buyer or, (v) with respect to either of the Selling
Shareholders,  the  termination  of  Selling  Shareholder's  employment  by  NBE
pursuant  to the  Employment  Agreement  entered  into the date hereof with such
Selling Shareholder.

                  "Securities Act" means the Securities Act of 1933, as
amended.

                  "Taxes"  mean  all  taxes,  charges,  fees,  levies  or  other
assessments, including, without limitation, income, gross receipts, excise, real
and personal property,  sales, transfer,  license,  payroll and franchise taxes,
imposed by any Governmental Authority and shall include any interest,  penalties
or additions to tax attributable to any of the foregoing.



<PAGE>


                  SECTION 2.  Purchase of Shares.

                  2.1. Purchase of Shares.  Based upon and subject to the terms,
agreements,  warranties,  representations and conditions of this Agreement,  the
Selling Shareholders hereby agree to sell, convey, transfer,  assign and deliver
to Buyer on the Closing  Date,  and Buyer hereby agrees to buy and accept on the
Closing Date, the Shares.

                  SECTION 3.  Consideration for the Shares.

                  3.1.     Amount of Purchase Price.  The total consideration
(the "Purchase Price") to be paid by Buyer for the Shares shall be
$1,900,000.

                  3.2.     Payment of Purchase Price.

                           (a)     Concurrently with the execution hereof, Buyer
is paying to each of the  Selling  Shareholders  their pro rata  portion  of the
Purchase  Price,  by the issuance and delivery by Buyer to Everingham of 357,796
shares of  Common  Stock of Buyer,  $.001 par value per  share,  and to Frame of
192,929   shares  of  Common   Stock  of  Buyer,   $.001  par  value  per  share
(collectively, the "AMNEX Shares") . Such numbers of shares have been determined
by averaging the closing  share price as reflected in the "Close"  column in the
NASDAQ/Wall Street Journal Quotation of Buyer's Common Stock for the 90 trading
days  preceding the date of this  Agreement,  as reported by the Nasdaq Stock
Market.

                           (b)      Until such time as the AMNEX Shares are
registered  under the  Securities  Act pursuant to Section 10 hereof,  the AMNEX
Shares shall be unregistered and subject to certain trading  restrictions  which
shall be as set forth in Rule 144 promulgated under the Securities Act.

                  SECTION  4.  Representations  and  Warranties  of NBE  and the
Selling Shareholders.  NBE and the Selling Shareholders,  jointly and severally,
hereby warrant and represent to and agree with Buyer as follows:

                  4.1.  Good  Standing.  NBE is a  corporation  duly  organized,
validly existing and in good standing under the laws of the State of California,
has full power and authority to own, lease and operate its properties and assets
and to conduct the  Business as now being  conducted.  NBE is duly  qualified or
licensed to do business as a foreign  corporation,  and is in good standing,  in
all  jurisdictions  where the  character of the  properties  it owns,  leases or
operates,  or the  conduct  of the  Business,  requires  such  qualification  or
licensing, except where the failure to be so qualified would not have a material
adverse effect on the Business.



<PAGE>





NBE does not have any  subsidiaries  and has not made any  investments in or own
any securities of any other Person.

                  4.2. Articles of Incorporation; By-Laws; Minute Books. NBE has
heretofore  delivered  to Buyer true and  complete  copies of NBE's  Articles of
Incorporation  and By-Laws,  as in effect on the date hereof.  The minute books,
stock books and stock transfer records of NBE, true and complete copies of which
have been made available to Buyer, contain true and complete minutes and records
of all  issuances  and  transfers of capital stock of NBE and of all minutes and
records of all  meetings,  proceedings  and other  actions of the  shareholders,
Board of Directors  and/or  committees of the Board of Directors of NBE from its
date of incorporation  and all such meetings,  proceedings and actions have been
duly, legally and properly held or taken.

                  4.3.     Authorization.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of NBE,
and all other corporate action of NBE and the Selling Shareholders,
including all shareholder approvals, authorizations and
ratifications, necessary to authorize the execution and delivery of
this Agreement and the consummation of the transactions
contemplated  hereby have been taken.  This Agreement  constitutes the valid and
binding  obligation of NBE enforceable  against it in accordance with its terms.
The execution and delivery of this Agreement by NBE and the  consummation of the
transactions contemplated hereby will not (a) require the consent of any lender,
trustee  or  security  holder of NBE,  or of any other  Person,  (b) result in a
Default  under any  Contract,  (c) violate any Law or Court Order or (d) require
the obtaining by NBE of any License.  The Articles of Incorporation  and By-Laws
of NBE do not  conflict  with or restrict  the  execution  and  delivery of this
Agreement by NBE or the consummation of the transactions contemplated hereby.

                  4.4. Authorized  Capitalization.  The authorized capital stock
of NBE consists  solely of 10,000 shares of Common Stock, no par value, of which
785 shares of Common  Stock  (constituting  all of the  issued  and  outstanding
shares of such capital stock) are validly issued and outstanding, fully paid and
nonassessable, and owned beneficially and of record by the Selling Shareholders.
The Shares are owned  beneficially  and of record by the  Selling  Shareholders,
free and clear of all Liens and Buyer will receive good and marketable  title to
the  Shares,  free  and  clear  of all  Liens.  There  are not  outstanding  any
Contracts, warrants, options



<PAGE>





or rights  (pre-emptive or otherwise) or other  securities,  plans or agreements
which give the holder or any other  Person the right to  purchase  or  otherwise
acquire (whether from NBE, any Selling  Shareholder or Affiliate of any of them)
any NBE Shares or any securities  convertible into,  exchangeable or exercisable
for any NBE Shares or under which any such  warrant,  option,  right or security
may be  issued in the  future.  No  shares  of NBE  Stock  have  been  issued in
violation  of any  Contracts  or Laws,  including  the  Securities  Act,  or the
securities  or  blue  sky  laws  of  any  country,  state,  territory  or  other
jurisdiction (whether foreign or domestic).

                  4.5. Financial Statements.  NBE has delivered to the Buyer the
unaudited  balance sheets of NBE as at July 31, 1996,  together with the related
statements of income, retained earnings and cash flows for the period ended July
31,  1996,  together  with the  notes  thereto  (collectively,  the  "Historical
Financial  Statements").  The Historical  Financial  Statements in each case are
true and complete  with  respect to each item therein and have been  prepared in
conformity with GAAP heretofore  adopted by, and applied  consistently  with the
past  practices of, NBE and fairly  present the financial  position,  results of
operations and changes in financial
position  of NBE as at, or for the  periods  ended  on,  such  dates.  Since the
Balance  Sheet Date,  NBE has  conducted  its  business in a  consistent  manner
without  change of policy  or  procedure,  including,  without  limitation,  its
practices in connection with the treatment of expenses,  burdens,  valuations of
inventory and selling and purchasing policies.

                  4.6.     Records and Books of Account.  Since the Balance
Sheet Date, the records and books of account of NBE have been
regularly kept and maintained in conformity with GAAP consistently
applied.

                  4.7.  Liabilities.  On the Balance  Sheet Date,  except as set
forth on  Schedule  4.7 there were no  Liabilities  of NBE  (including,  but not
limited to,  Liabilities  for Taxes  relating to any period prior to the Balance
Sheet  Date)  other than those  Liabilities  disclosed  or  provided  for on the
Balance Sheet. On the date hereof,  there are no other Liabilities of NBE except
(i) those incurred  since the Balance Sheet Date, in the ordinary  course of the
business of NBE, and not in  violation of or in conflict  with any of the terms,
agreements, warranties,  representations and conditions of NBE contained in this
Agreement which do not in the aggregate  exceed the liabilities set forth on the
Balance Sheet by more than $5,000, and (ii) those set forth in Schedule 4.7
hereto.




<PAGE>


                  4.8.     Tax Returns.  NBE has timely filed (subject to
permitted extensions),  or caused to be timely filed, all Returns required to be
filed by NBE,  and all such  Returns are complete and accurate and comply in all
respects with all applicable  Laws. NBE has delivered to Buyer true and complete
copies of all Returns  filed by NBE for each of its past five fiscal years ended
December 31,  1995.  NBE's  Returns  have not been audited by the U.S.  Internal
Revenue  Service  or any other  Governmental  Authority,  nor is any such  audit
scheduled or pending.  NBE has not requested any, and there are no  outstanding,
waivers  or  extensions  of time  relating  to the  filing  of any  Return.  Any
deficiency  assessments with respect to NBE's Returns have been paid by NBE. NBE
has not given any  waivers or  comparable  consents  to the  application  of the
statute  of  limitations  to any  Taxes or  Returns,  nor is any such  waiver or
consent outstanding. There are no tax sharing or similar agreements or any other
agreements  with respect to any Taxes paid or payable by NBE. NBE has not been a
member  of any  affiliated  group as  defined  in  Section  1504(a)  of the Code
(determined without regard to the exceptions contained in Section 1504(b) of the
Code) at any time during the consistency period as defined in Section
338(h)(4) of the Code ending  immediately prior to the Closing.  NBE has not, at
any time,  consented under Section  341(f)(1) of the Code to have the provisions
of Section  341(f)(2)  of the Code  apply to any sale of its stock.  NBE has not
been a United States real  property  holding  corporation  within the meaning of
Section  897(c)(2) of the Code during the applicable period specified in Section
897(c)(1)(A) of the Code.

                  4.9.  Provision for Taxes. NBE has timely paid and through the
Closing Date will have timely paid,  all Taxes due and payable on or before such
date. NBE has, and through the Closing Date will have,  established on its books
and records reserves that are adequate for the payment of all Taxes attributable
to any period  (or  portion  of a period)  or event  occurring  on or before the
Closing  Date,  but which are not due and payable on or before the Closing Date.
The  provisions  for Taxes of NBE shown on the Balance Sheet are  sufficient for
the payment of all such Taxes not theretofore paid, whether or not disputed, for
the period then ended and for all  periods  prior  thereto.  The  provision  for
employment  withholding  and payroll  taxes made by NBE through the Closing Date
will be  adequate  to pay all  unpaid  liabilities  for such taxes  through  the
Closing Date and NBE has, and through the Closing Date will have, within the 
time and in the manner  prescribed,  withheld from  employees'  wages and paid 
over to the proper  Governmental  Authority all amounts required to be so 
withheld and paid over under all applicable Laws.

                  4.10.  Title to  Assets;  Liens and  Encumbrances.  NBE is the
owner of, and has good and marketable  title to, all of the Assets  reflected on
the Balance Sheet in the  categories  set forth therein and to all of the assets
acquired by NBE since the Balance Sheet Date, free and clear of all Liens except
for (a)  receivables  collected in the ordinary  course of business of NBE since
the Balance  Sheet  Date,  and (b) the Liens,  if any,  set forth on the Balance
Sheet or on Schedule 4.10 hereto (the "Permitted  Liens").  NBE does not own any
real property.  NBE has one lease for real property  consisting of approximately
1,500 square feet of office space in Pasadena, California.

                  4.11.  Trademarks, Service Marks, Trade Names, Patents
and Copyrights.  Schedule 4.11 hereto sets forth a true and
complete list of all Proprietary Rights used by NBE in the conduct
of the Business.  Each such Proprietary Right is owned by NBE and
is not subject to any license, royalty arrangement or dispute.  No
other Proprietary Rights are used in or are necessary for the
conduct of the Business.  To the knowledge of NBE and the Selling  Shareholders,
none of such Proprietary Rights nor any trade secret,  customer list or know-how
used by NBE  infringes  any  Proprietary  Right or other such right of any other
Person.  To the knowledge of NBE and the Selling  Shareholders,  no  Proprietary
Right or trade  secret,  customer  list or  know-how  used by any  other  Person
infringes or conflicts with any Proprietary  Right  heretofore or presently used
by NBE.  No claim has been  asserted  or, to NBE and the  Selling  Shareholders'
knowledge,  threatened,  by any Person with respect to the ownership,  validity,
license or use of, or any  infringement  resulting  from, any of the Proprietary
Rights used by NBE or the  provision  or sale of any services by NBE and, to NBE
and the Selling Shareholders'  knowledge,  there is no basis for any such claim.
To the knowledge of NBE and the Selling Shareholders, no trademark, service mark
or trade name used by NBE,  infringes any trademark,  service mark or trade name
of others in the United  States of  America  or any other  country in which such
trademark,  service  mark or trade name is used by NBE. To the  knowledge of NBE
and the Selling Shareholders,  no shareholder,  officer, director or employee of
NBE or any Affiliate owns or has any interest in any  Proprietary  Rights or any
trade secret, invention or process, if any, used by NBE in connection with the
Business. 



<PAGE>






                  4.12.  Insurance  Policies.  Schedule 4.12 hereto sets forth a
true and complete list and description (including face amount of policy, name of
insured, carrier, premium,  expiration date and whether it is a "claims made" or
an "occurrence" policy) of all insurance policies held by NBE. True and complete
copies of all such policies have heretofore  been provided by NBE to Buyer.  All
such policies are in amounts  customarily  deemed to be adequate,  and cover all
risks customarily  insured against, in the type of business conducted by NBE and
all premiums due to the date hereof on such policies have been paid in full. All
pending  claims,  if any,  made against NBE which are covered by  insurance  are
being  defended by the  appropriate  insurance  companies  and are  described on
Schedule 4.12 hereto. To the knowledge of NBE and the Selling Shareholders,  NBE
has not failed to give any notice or present  any claim under any such policy in
a timely fashion. Such insurance to the date hereof has, and to the Closing Date
will  have,  (a) been  maintained  in full  force  and  effect  and (b) not been
canceled or changed except to extend the maturity  dates  thereof.  No policy of
NBE has been canceled by the issuer  thereof,  nor have the premiums on any such
policy been increased over the prior period.

                  4.13.  Contracts.  Schedule 4.13 hereto sets forth each of the
following  Contracts  to which NBE is a party or  subject  to or bound  by:  (i)
lease; (ii) royalty,  distribution,  agency,  territorial or license  agreement;
(iii) Contract (for employment or otherwise) with any present or former officer,
employee,  director  or  shareholder  (or any  Affiliate  of any  such  officer,
employee,   director  or  shareholder)  or  any  professional  person  or  firm,
consultant,  independent contractor or advertising firm or agency; (iv) Contract
or collective  bargaining  agreement with any labor union or  representative  of
employees;   (v)  Contract  guaranteeing  the  payment  or  performance  of  the
obligations  of others;  (vi)  Contract  pursuant to which  indebtedness  may be
incurred;  (vii)  group  health  or life  insurance,  pension,  profit  sharing,
retirement,  medical, bonus, incentive, severance, stock option or purchase plan
or other similar benefit plan in effect with respect to its employees or others;
(viii) Contract limiting the freedom of NBE to engage in any line of business or
to compete  with any Person;  (ix)  Contract  not entered  into in the  ordinary
course of business which involves  $5,000 or more and is not cancelable  without
penalty  within 30 days;  (x) any  Contract  which may have a potential  adverse
impact on the Business of NBE; (xi) any shareholders' agreement, joint
venture  agreement or other Contract with respect to the operation or management
of any entity;  (xii) Contracts involving $5,000 or more for the purchase of, or
payment for, supplies or products or services; (xiii) Contracts involving $5,000
or more to sell or supply  products or to perform  services;  or (xiv) any other
Contract  that  involves  payments  by or to NBE at a rate of $5,000 or more per
annum.  Schedule  4.13 hereto  contains a true and complete  description  of the
terms and  conditions of each Contract to which NBE is a party or to which it is
subject or by which it is bound that  involves an  annualized  rate of $5,000 or
more and which is not in  writing.  True and  complete  copies of all  Contracts
listed on Schedule  4.13 have  heretofore  been made  available by NBE to Buyer.
Except as set forth on Schedule  4.13, no Contract to which NBE is a party or to
which it is subject or by which it is bound will  result in the  realization  of
less  than  normal  profits  of  NBE.  To the  knowledge  of NBE or the  Selling
Shareholders,  each of the  Contracts  to which NBE is a party or to which it is
subject or by which it is bound is a valid and subsisting Contract of all of the
parties thereto in full force and effect without modification.  To the knowledge
of NBE or the Selling  Shareholders,  NBE has performed all obligations required
to be performed by it and is not in



<PAGE>





Default  under any  Contract to which it is a party or to which it is subject or
by which it is bound.  To the knowledge of NBE or the Selling  Shareholders,  no
other party is in Default under any such Contract.

                  4.14. Labor Relations.  There are no labor strikes,  disputes,
slow downs, work stoppages or other labor troubles or grievances  pending or, to
the  knowledge  of  NBE or  the  Selling  Shareholders,  threatened  against  or
involving  NBE. No unfair labor  practice  complaint  before the National  Labor
Relations   Board,  no  discharge  or  grievance  before  the  Equal  Employment
Opportunity  Commission  and no  complaint,  charge or  grievance  of any nature
before any similar or comparable  state,  local or foreign  agency,  in any case
relating  to NBE  or the  conduct  of its  business  is  pending  or,  to  NBE's
knowledge, threatened. NBE has not received notice, and has no knowledge, of the
intent of any Governmental Authority responsible for the enforcement of labor or
employment  laws to  conduct  any  investigation  of or  relating  to NBE or the
conduct of its business. To the knowledge of NBE or the Selling Shareholders, no
officer or key employee of NBE has any plans to terminate his or her  employment
with NBE.

                  4.15.  Legal Proceedings.  There are no Actions (whether
or not purportedly on behalf of NBE) pending or, to the knowledge of NBE and the
Selling  Shareholders,  threatened  against  or  affecting  NBE  or  any  of its
properties,  rights or the  Business.  NBE is not in default with respect to any
Court Order.

                  4.16.  Court Orders.  There are no Court Orders issued
against, or binding on, NBE which do or may affect, limit or
control the Assets or NBE's method or manner of doing Business.

                  4.17.  Compliance With Law; Permits and Licenses.

                  (a)  To the knowledge of NBE and the Selling
Shareholders,  NBE has complied and is in  compliance  with all Court Orders and
Laws of any Governmental  Authority applicable to NBE, its assets or property or
its Business,  including,  without limitation, Laws relating to zoning, building
codes, antitrust,  occupational safety and health,  environmental protection and
conservation,  water or air pollution,  toxic and hazardous waste and substances
control,  consumer product safety,  product  liability,  hiring,  wages,  hours,
employee benefit plans and programs,  collective  bargaining and withholding and
social security taxes.

                  (b) NBE holds all the  Licenses  which  are  necessary  for or
material to its use,  occupancy or operation of the Assets or the conduct of the
Business; and no notice of violation of any
applicable zoning regulation, ordinance or other similar Law binding on NBE with
respect to the Assets or the Business has been received.

                  4.18.  Actions Not in Ordinary Course.  Except as set forth on
Schedule 4.18 hereto, since the Balance Sheet Date NBE has not, and prior to the
Closing  Date NBE will not have,  (i)  incurred any  Liability,  except  current
liabilities in the ordinary  course of business and  Liabilities  incurred under
Contracts  entered into in the ordinary  course of business;  (ii) discharged or
satisfied any Lien or paid any Liability,  other than current  liabilities shown
on the Balance Sheet and current  liabilities  incurred  since the Balance Sheet
Date in the ordinary course of business; (iii) sold or transferred any assets or
written off any  receivables,  except for the  collection of  receivables in the
ordinary course of business;  (iv) mortgaged,  pledged or subjected to any other
Lien any of its assets or properties,  other than Permitted  Liens; (v) suffered
any  losses or  waived  any  rights of  substantial  value;  (vi)  except in the
ordinary course of business, granted any bonuses or commissions or increased the
compensation payable to any of its employees, directors or officers or increased
the aggregate  payment of any fees; (vii) made any loans to any Persons;  (viii)
declared,



<PAGE>





made,  set  aside or paid any  dividend,  distribution,  or  payment  on, or any
purchase or redemption of, any shares of any class of its capital stock,  or any
commitment  therefor;  (ix) made any  change  in any  method  of  accounting  or
auditing  practice;  or (x) entered  into any  transaction  not in the  ordinary
course  of  business  or agreed  (whether  or not in  writing)  to do any of the
foregoing.  From the Balance Sheet Date to the Closing Date, the business of NBE
has been and will have been operated only in the regular and ordinary course.

                  4.19. No Change.  Since the Balance Sheet Date,  there has not
been (i) any material  adverse change  (whether or not in the ordinary course of
business)  in the  Business,  Assets or  Liabilities  of NBE as reflected on the
Balance Sheet or (ii) any damage,  destruction  or loss  affecting the Business,
Assets, properties or rights of NBE.

                  4.20.  Accounts Receivable.  All of the accounts
receivable of NBE are actual and bona fide receivables representing
obligations for the total dollar amount thereof shown on the books
of NBE which resulted from the ordinary course of the business of
NBE.  To the knowledge of NBE and the Selling Shareholders, such
receivables (net of the reserve for doubtful accounts shown on the
Balance Sheet) will be collected in full in accordance  with their terms without
being  subject  to any  recoupments,  set-offs  or  counterclaims.  No  accounts
receivable have been written off since the Balance Sheet Date.

                  4.21.  Certain  Transactions.  There  are no sums owed to NBE,
however  evidenced or  denominated,  by any of its present or former  directors,
officers,  shareholders  or  Affiliates.  No director or officer of NBE, nor any
member of his or her  immediate  family  or any other of his or her  Affiliates,
owns or has a 10% or more ownership interest in any Person that is or was during
the last three years a party to, or in any  property  which is or was during the
last three years the subject of, any material Contract,  business arrangement or
relationship with NBE.

                  4.22.  Employee Benefits.

                  (a) Except for those plans set forth on Schedule  4.22A hereto
(the  "Plans"),  NBE does not maintain or contribute  to any  "employee  benefit
plan," as that term is  defined in  Section  3(3) of ERISA,  whether or not such
plan has been terminated.

                  (b) True and complete  copies of all the  documents  embodying
the Plans,  including,  without  limitation,  the plan and trust instruments and
insurance, group annuity and other Contracts



<PAGE>





pertaining  thereto and any actuarial reports obtained with respect to any Plan,
as well as the books and  records of the Plans,  have been  furnished  to Buyer.
Each Plan which is intended to comply with  Section  401(a) of the Code and each
trust related thereto is, to the knowledge of NBE and the Selling  Shareholders,
qualified  and exempt  within the meaning of  Sections  401 and 501 of the Code,
respectively,  and a  determination  letter has been  received from the Internal
Revenue  Service  with  respect to each such Plan stating that such Plan and its
related  trust are  qualified  and exempt within the meaning of Sections 401 and
501 of the Code, respectively,  and a copy of each such determination letter has
been  furnished to Buyer.  There has been (i) no change in any of the  documents
delivered to Buyer under which each Plan is maintained and (ii) no change, since
each Plan's most recent valuation date, in the operation of the Plan which could
be  expected  to  materially  adversely  affect or alter the tax  status  of, or
materially increase the cost of maintaining, any such Plan.

                  (c) With respect to the Plans,  the reporting  and  disclosure
requirements  of ERISA and the Code,  as  applicable,  and the group health plan
continuation  coverage  requirements  of Section 4980B of the Code and Part 6 of
Title I of ERISA, have been
fulfilled in all material  respects and NBE has furnished to Buyer copies of all
filings with the Internal  Revenue  Service and the Department of Labor or other
applicable Governmental Authority for each Plan's most recent plan year. NBE has
never  sponsored a Plan which is subject to Section 412 of the Code or Part 3 of
Title I of ERISA.

                  (d)  Neither  NBE,  the  Plans,  any  of  the  trusts  created
thereunder,  nor any trustee,  administrator  or other  fiduciary  thereof,  has
engaged in a "prohibited transaction" as such term is defined in Section 4975 of
the Code or Section 406 of ERISA or otherwise  taken or omitted any action which
could  subject  the Plans,  NBE,  any of the trusts  created  thereunder  or any
trustee  or  administrator  thereof,  or any party  dealing  with such  Plans or
trusts,  to a  material  Tax,  penalty  or other  Liability  resulting  from any
prohibited  transactions  under Section 406 of ERISA or Section 4975 of the Code
or otherwise,  and neither NBE, any Plan,  any trust created  thereunder nor any
other  fiduciary  (within the meaning of Section  3(21) of ERISA) of any Plan or
its attendant trust has breached its fiduciary  duties under Title I of ERISA in
a manner which could result in a material direct or indirect liability to NBE or
the trustee or administrator of any Plan.



<PAGE>





                  (e) Neither NBE nor any other  "trade or business  (whether or
not  incorporated)  which is under  common  control" (as such term is defined in
Section 4001 of ERISA and the regulations  promulgated  thereunder) with NBE has
ever (i)  terminated a Plan subject to Title IV of ERISA or (ii)  contributed to
any "multiemployer plan," as such term is defined in Section 3(37) of ERISA, and
neither NBE nor any such "trade or  business"  has  effected  either a "complete
withdrawal"  or a "partial  withdrawal,"  as those terms are defined in Sections
4203 and 4205, respectively, of ERISA, from any such multiemployer plan.

                  (f) NBE does  not  maintain  or  contribute  to any  "employee
welfare  benefit  plan" (as such term is defined in Section  3(1) of ERISA),  or
other  employee  benefit plan or  arrangement,  relating to  post-employment  or
retirement benefits (other than an "employee pension benefit plan," as such term
is defined in Section 3(2) of ERISA).

                  4.23.  Governmental Approvals.  No governmental
authorization, approval, order, license, permit, franchise, or
consent and no registration, declaration or filing by NBE with any
Governmental Authority (including, without limitation, any filing
or registration pursuant to the Securities Act or the securities or
blue sky laws of any state or  territory)  is  required in  connection  with the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions contemplated hereby.

                  4.24.   Investment  Intent.   The  Selling   Stockholders  are
acquiring the AMNEX Shares for their own account and not with a present view to,
or for sale in connection  with,  any  distribution  thereof in violation of the
Securities Act. Seller consents to the placement of the following legend on each
certificate  representing the AMNEX Shares and  acknowledges  that stop transfer
instructions will be placed with respect thereto:

                  "THE  SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND MAY NOT BE
                  TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION  STATEMENT UNDER
                  SUCH  ACT IS THEN  IN  EFFECT  WITH  RESPECT  THERETO,  (ii) A
                  WRITTEN  OPINION FROM COUNSEL FOR THE ISSUER OR OTHER  COUNSEL
                  FOR THE HOLDER  REASONABLY  ACCEPTABLE  TO THE ISSUER HAS BEEN
                  OBTAINED TO THE EFFECT THAT NO SUCH  REGISTRATION  IS REQUIRED
                  OR (iii) A 'NO ACTION' LETTER OR ITS THEN  EQUIVALENT HAS BEEN
                  ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE  COMMISSION
                  WITH RESPECT TO SUCH TRANSFER OR SALE."


                  4.25.    Restricted Securities.  The Selling
Shareholders understand that the AMNEX Shares will not be
registered when issued and delivered to the Selling Shareholders
under the  Securities  Act for the  reason  that the sale  provided  for in this
Agreement  is exempt  pursuant to Section 4 of the  Securities  Act and that the
reliance  of  Buyer  on such  exemption  is  predicated  in part on the  Selling
Shareholders' representations set forth herein. Each of the Selling Shareholders
represents that he is experienced in evaluating companies such as Buyer, is able
to fend for himself, has such knowledge and experience in financial and business
matters as to be capable of evaluating  the merits and risks of his  investment,
and has the  ability  to suffer the total  loss of his  investment.  Each of the
Selling  Shareholders  further  represents  that  Buyer has  furnished  him with
Buyer's  Annual  Report on Form 10-K for the year ended  December  31,  1995 and
subsequent  reports on Form 10-Q and 8-K and that each such Selling  Shareholder
has reviewed the same and has been afforded the opportunity to obtain such other
information  as he has deemed  necessary  to evaluate  his  investment  in AMNEX
Shares, ask questions of and receive answers from Buyer and to obtain additional
information (to the extent Buyer possessed such  information or could acquire it
without  unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to him or to which he had access.



<PAGE>





                  The Selling Shareholders  understand that the AMNEX Shares may
not be sold, transferred or otherwise disposed of without registration under the
Securities Act or an exemption therefrom and that in the absence of an effective
registration  statement  covering  the  Shares or an  available  exemption  from
registration   under  the  Securities   Act,  the  AMNEX  Shares  must  be  held
indefinitely.

                  4.26. Secrecy and Noncompetition  Agreements.  NBE has entered
into secrecy and noncompetition  agreements in a form satisfactory to AMNEX with
the employees listed on Schedule 4.26, which persons are all of the persons with
whom NBE has  entered  into such  agreements.  To the  knowledge  of NBE and the
Selling  Shareholders,  no employee is subject to any secrecy or  noncompetition
agreement with anyone other than NBE.

                  4.27. No Omissions.  NBE and the Selling  Shareholders  do not
know of any facts or  circumstances  not disclosed to Buyer which  indicate that
the Assets may be materially  adversely  affected or which  otherwise  should be
disclosed  to Buyer in order to make any of the  representations  or  warranties
made herein on the part of NBE and the Selling  Shareholders  not  misleading in
any material respect. To the knowledge of NBE and the Selling  Shareholders,  no
representation or warranty by NBE and the Selling Shareholders
contained  in  this  Agreement,  and no  statement  contained  in any  Schedule,
Exhibit,  certificate  or  other  instrument  furnished  to  Buyer  under  or in
connection  with this Agreement,  contains any untrue  statement of any material
fact,  or  omits to  state  any  material  fact  necessary  in order to make the
statements contained herein or therein not misleading in any material respect.

         4.28.  Shareholder and Voting Agreements.  There are no
shareholder or voting agreements with respect to any shares of NBE
Stock to which either of the Selling Shareholders is a party.

         4.29.  Employees. NBE has six full-time employees and one
part-time employee as of the date hereof.

                  SECTION 5.  Representations and Warranties of Buyer.
Buyer warrants and represents to and agrees with NBE and the
Selling Shareholders as follows:

                  5.1.     Good Standing.  Buyer is a corporation duly
organized, validly existing and in good standing under the laws of
New York.

                  5.2.     Authorization.  The execution and delivery of this
Agreement and the Note and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of
Directors of Buyer, and all other corporate action of Buyer,



<PAGE>





including all shareholder approvals, authorizations and ratifications, necessary
to authorize the execution and delivery of this  Agreement and the  consummation
of  the  transactions  contemplated  hereby  have  been  taken.  This  Agreement
constitutes  a  binding  obligation  of  Buyer,  enforceable  against  Buyer  in
accordance  with its terms.  The execution and delivery of this Agreement by the
Buyer and the consummation of the transactions  contemplated hereby will not (a)
require the consent of any lender, trustee or security holder of Buyer or of any
other Person, (b) result in a Default under any Contract, (c) violate any Law or
Court  Order or (d)  require  the  obtaining  by the Buyer of any  License.  The
Articles of Incorporation  and By-Laws of Buyer do not conflict with or restrict
the execution and delivery of this Agreement by the Buyer or the consummation of
the transactions contemplated hereby.

                  5.3. AMNEX Shares.  The AMNEX Shares to be issued  pursuant to
this Agreement,  when so issued, will be duly and validly authorized and issued,
fully paid and  nonassessable and will be free and clear of any Liens created by
the Buyer (other than  restrictions  arising under the  Securities Act and state
securities laws).

                  5.4.  Purchase for  Investment.  Buyer is acquiring the Shares
solely  for its own  account  for  investment  and not with a view to or for the
distribution thereof in violation of the Securities Act. Buyer acknowledges that
the Shares are not registered under the Securities Act, and that such Shares may
not be transferred or sold except pursuant to the registration provisions of the
Securities  Act  or  pursuant  to  an  applicable  exemption  therefrom.   Buyer
understands that the Shares will not be registered at the Closing Date under the
Securities  Act for the reason that the sale  provided for in this  Agreement is
exempt  pursuant to Section 4 of the Securities Act and that the reliance of NBE
and the Selling  Shareholders on such exemption is predicated in part on Buyer's
representations  set forth herein.  Buyer  represents  that it is experienced in
evaluating companies such as NBE, is able to fend for itself, has such knowledge
and experience in financial and business  matters as to be capable of evaluating
the merits and risks of its investment,  and has the ability to suffer the total
loss of its investment.  Buyer further  represents that it has had access during
the course of the transaction and prior to its acquisition of the Shares to such
information  relating  to  NBE  as it has  desired  and  that  it  has  had  the
opportunity to ask



<PAGE>





questions of and receive  answers from NBE  concerning  the  transaction  and to
obtain  additional  information (to the extent NBE possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access.

                  Buyer understands that the Shares may not be sold, transferred
or otherwise  disposed of without  registration  under the  Securities Act or an
exemption  therefrom  and  that  in the  absence  of an  effective  registration
statement covering the Shares or an available  exemption from registration under
the Securities Act, the Shares must be held indefinitely.

                  5.5.  No  Omissions.  Buyer  does  not  know of any  facts  or
circumstances not disclosed to NBE and the Selling  Shareholders which should be
disclosed  to NBE and the  Selling  Shareholders  in  order  to make  any of the
representations  or  warranties  made  herein  on  the  part  of the  Buyer  not
misleading  in  any  material  respect.  To  the  knowledge  of  the  Buyer,  no
representation  or  warranty  by  Buyer  contained  in  this  Agreement,  and no
statement  contained in any Schedule,  Exhibit,  certificate or other instrument
furnished to NBE and the Selling  Shareholders  under or in connection with this
Agreement, contains any untrue statement of any material fact, or
omits to state  any  material  fact  necessary  in order to make the  statements
contained herein or therein not misleading in any material respect.

                  SECTION 6.  Employment  Agreements.  Everingham and Frame have
entered into an employment agreement with NBE, such agreements to be in the form
of Exhibits 6.1 and 6.2 hereto containing  non-competition and  non-solicitation
agreements.

                  SECTION  7.  Consents.   Simultaneously   with  execution  and
delivery of this Agreement,  any and all consents required to be obtained by NBE
in connection  with the  transactions  contemplated  by this Agreement have been
obtained and are set forth on Schedule 7 hereto.

                  SECTION 8. Deliveries of NBE and Selling Shareholders. NBE and
the  Selling  Shareholders  agree on the  Closing  Date to  deliver to Buyer the
following:

                  8.1.  Stock Certificates.  Stock certificates registered
in the name of Buyer representing the Shares purchased by Buyer
hereunder.

                  8.2.  Opinion of Counsel.  An opinion of R. Rosser Cole,
Esq., counsel for NBE and the Selling Shareholders, dated as of the
Closing Date, substantially in the form set forth as Exhibit 8.2 hereto.



<PAGE>






                  8.3.  Closing Date Balance Sheet.  An unaudited balance
sheet dated as of the Closing Date.

                  8.4.  Other Deliveries.  Such other documents or
instruments as Buyer or its counsel may reasonably request.

                  SECTION 9.  Deliveries of Buyer on the Closing Date.
Buyer agrees on the Closing Date to deliver to NBE and the Selling
Shareholders, as applicable, the following:

                  9.1.  Opinion of Counsel.   An opinion of Stroock &
Stroock & Lavan, counsel for Buyer, dated as of the Closing Date,
substantially in the form of Exhibit 9.1 hereto.

                  9.2.  Stock Certificates.  Certificates representing the
AMNEX Shares acquired by the Selling Shareholders pursuant to
paragraph 3.1 hereof.

                  9.3.  Other Deliveries.  Such other documents or
instruments as NBE or the Selling Shareholders and their counsel
may reasonably request.

                  SECTION 10.  Registration Rights.

                  10.1.  Required Registration.  For purposes of this
Section 10.1 only,  the term  "Registrable  Shares"  shall mean the AMNEX Shares
acquired pursuant to this Agreement, provided,
however,  that if such shares of AMNEX Shares owned by the Selling  Shareholders
may be sold, in the opinion of counsel to Buyer,  pursuant to an exemption  from
the  registration  requirements  of  the  Securities  Act,  including,   without
limitation, pursuant to Rule 144 under the Securities Act, such shares shall not
be deemed to be Registrable Shares.  Subject to clause (b) below (i) Buyer shall
use its  reasonable  best  efforts to cause a  Registration  Statement  covering
115,943  Registrable Shares (the "First Shares") to be filed with the Commission
on or prior to March 31, 1997 (the "First Date") and to become effective as soon
as reasonably  practicable  and to remain  effective until the completion of the
distribution  of the  Registrable  Shares to be offered or sold, but in any case
not  longer  than  such  period  as is  required  for  the  intended  method  of
distribution,  or such shorter period which will terminate when all  Registrable
Shares covered by such Registration Statement have been sold or withdrawn,  (ii)
Buyer shall use its reasonable  best efforts to cause a  Registration  Statement
covering  217,391  Shares (the "Second  Shares") plus, to the extent not already
sold or currently registered under a Registration  Statement,  the First Shares,
to be filed with the  Commission  on or prior to September 30, 1997 (the "Second
Date") and to become effective as soon as reasonably



<PAGE>





practicable and to remain  effective until the completion of the distribution of
the  Registrable  Shares to be offered or sold,  but in any case not longer than
such period as is required  for the  intended  method of  distribution,  or such
shorter  period  which  will  terminate  when all AMNEX  Shares  covered by such
Registration  Statement  have been sold or withdrawn,  and (iii) Buyer shall use
its reasonable best efforts to cause a Registration  Statement  covering 217,391
Registrable Shares plus, to the extent not already sold or currently  registered
under a Registration Statement,  the First Shares and Second Shares, to be filed
with the Commission on or prior to September 30, 1998 and to become effective as
soon as reasonably  practicable and to remain  effective until the completion of
the  distribution  of the  Registrable  Shares to be offered or sold, but in any
case not longer  than such  period as is  required  for the  intended  method of
distribution,  or such shorter period which will terminate when all AMNEX Shares
covered by such Registration Statement have been sold or withdrawn.

                  (b) If  Milestone 1 as set forth on  schedule  10.1 hereto has
not been  achieved by the First Date,  the First Shares shall not be  registered
until the Second Date and, provided,  further, that if Milestone 1 and Milestone
2 have been completed by June 30, 1997
(the "Early  Milestone  Date"),  Buyer shall use its reasonable  best efforts to
cause a Registration Statement covering the First Shares and Second Shares to be
filed with the Commission on or prior to 30 days  following the Early  Milestone
Date.

                  (c) Buyer  shall  bear all of the Costs and  Expenses  of such
Registration  Statements.  Buyer  shall  not  be  required  to  file  any of the
foregoing   Registration   Statements   during  any  period  in  which   another
registration  statement  (other  than on Form S-4 or Form  S-8 or any  successor
forms  thereto)  shall  have been filed by Buyer and not  withdrawn  or has been
declared effective within the prior 90 days.

                  10.2.  Procedure  for  Registration.  In  connection  with the
filing of a Registration  Statement pursuant to Section 10.1 hereof, Buyer shall
use its reasonable best efforts to qualify,  as soon as reasonably  practicable,
the  Registrable  Shares  being  registered  for sale  under the  securities  or
blue-sky laws of such states and jurisdictions within the United States as shall
be reasonably requested by the Selling  Shareholders;  provided,  however,  that
Buyer shall not be required in connection therewith or as a condition thereto to
qualify to do  business,  to become  subject to taxation or to file a consent to
service of process generally in any of the aforesaid states or jurisdictions.



<PAGE>







                  10.3.  Piggyback Registration.  If at any time Buyer
shall  propose the filing of a  registration  statement on an  appropriate  form
under the Securities Act of any securities of Buyer,  otherwise than pursuant to
Section 10.1 hereof and other than a registration  statement on Forms S-8 or S-4
or any equivalent form then in effect, and, provided,  further, that the Selling
Shareholders  have  Registrable  Shares  which  are  required  to be  registered
pursuant  to Section  10.1  hereof,  then Buyer  shall give each of the  Selling
Shareholders  notice of such  proposed  registration  and shall  include  in any
registration  statement  relating  to such  securities  all or a portion  of the
Registrable Shares then owned by such Selling  Shareholders,  which such Selling
Shareholders  shall  request,  by notice given by such Selling  Shareholders  to
Buyer  within 15 days  after  the  giving  of such  notice  by  Buyer,  to be so
included; provided, however, the number of Registrable shares owned by a Selling
Shareholder to be included shall not exceed that  percentage of the  Registrable
Shares  as would  equal  the  percentage  obtained  by  dividing  the  number of
Registrable Shares actually issued to such Selling  Shareholder by the number of
shares of AMNEX Common Stock then outstanding, calculated on a
fully diluted basis to be registered as part of such offering.  For example,  if
Buyer has 30,000,000 shares of AMNEX Common Stock  outstanding,  calculated on a
fully diluted basis, and a Selling Shareholder has 3,000,000  Registrable Shares
(10%) and Buyer  intends to  register  3,000,000  shares of AMNEX  Common  Stock
(10%),  then such Selling  Shareholder shall have the right to piggyback 300,000
Registrable  Shares (10% of the newly registered shares of common stock). In the
event of the  inclusion of  Registrable  Shares  pursuant to this Section  10.3,
Buyer  shall bear all of the Costs and  Expenses  of such  registration.  In the
event  the  distribution  of  securities  of  Buyer  covered  by a  Registration
Statement  referred to in this Section 10.3 is to be underwritten,  then Buyer's
obligation to include Registrable Shares in such Registration Statement shall be
subject, at the option of Buyer, to the following further conditions:

                            (a)  The distribution for the account of the Selling
Shareholders shall be underwritten by the same underwriters who are underwriting
the  distribution  of the  securities  for the account of Buyer and/or any other
persons whose  securities are covered by such  Registration  Statement,  and the
Selling  Shareholders  will  enter  into an  agreement  with  such  underwriters
containing customary provisions;

                           (b)  If the underwriting agreement entered into with
the aforesaid  underwriters contains restrictions upon the sale of securities of
Buyer,  other  than the  securities  which are to be  included  in the  proposed
distribution, for a period not exceeding 180 days from the effective date of the
Registration Statement,  then such restrictions will be binding upon the Selling
Shareholders  and, if requested by Buyer,  the Selling  Shareholders  will enter
into a written agreement to that effect; and

                           (c)  If the underwriters advise Buyer that they are
unwilling to include any or all of the Selling  Shareholders'  securities in the
proposed  underwriting  because such  inclusion  will interfere with the orderly
sale and distribution of the securities being offered by Buyer,  then the number
of the Selling Shareholders'  securities to be included will be reduced pro rata
on the basis of the number of shares owned by each of the Selling  Shareholders,
or there will be no inclusion  of the Selling  Shareholders'  securities  in the
registration  statement  and  proposed  distribution,  in  accordance  with such
statement by the underwriters.

                  


<PAGE>




                    10.4.  Indemnification by Buyer.  Buyer will indemnify
and hold harmless the Selling  Shareholders  and any  underwriter (as defined in
the  Securities  Act)  (but,  in  the  case  of an  underwriter,  only  if  such
underwriter indemnifies the persons mentioned in subdivision (b) of Section 10.5
hereof in the manner set forth therein),  against any losses, claims, damages or
liabilities,  joint or several,  to which the Selling  Shareholders  or any such
underwriter becomes subject,  under the Securities Act or otherwise,  insofar as
such losses,  claims, damages or liabilities (or actions in respect thereof) are
caused by any untrue  statement or alleged untrue statement of any material fact
contained in any preliminary  prospectus (if used prior to the effective date of
the Registration Statement), or contained, on the effective date thereof, in any
Registration  Statement  under which  AMNEX  Shares  were  registered  under the
Securities Act, the prospectus contained therein, or any amendment or supplement
thereto,  or arising out of or based upon the  omission  or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading;  and Buyer will  reimburse the Selling
Shareholders and any such underwriter for any legal or other expenses reasonably
incurred  by  the  Selling  Shareholders,  or  underwriter  in  connection  with
investigating or defending any such 
loss, claim, damage, liability or action; provided, however, that Buyer will not
be liable to any such persons in any such case to the extent that any such loss,
claim,  damage,  liability  or action  arises out of or is based upon any untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
reliance upon and in conformity with  information  furnished to Buyer in writing
by such  person  expressly  for  inclusion  in any of the  foregoing  documents;
provided, further, however, that the foregoing indemnity agreement is subject to
the  condition  that,  insofar as it relates  to any untrue  statement,  alleged
untrue  statement,   omission  or  alleged  omission  made  in  any  preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to
Rule 424 of the Securities Act), such indemnity agreement shall not inure to the
benefit of the Selling  Shareholders  and  underwriter,  broker or other  person
acting on behalf of the Selling  Shareholders and each other person, if any, who
controls any of the foregoing  persons  within the meaning of the Securities Act
from whom the person  asserting any loss,  claim,  damage,  liability or expense
purchased  the AMNEX  Shares  which are the subject  thereof,  if a copy of such
final  prospectus  had  been  made  available  to such  person  and the  Selling
Shareholders, underwriter, broker or other person
acting on behalf of the Selling  Shareholders  and such final prospectus was not
delivered to such person with or prior to the written  confirmation  of the sale
of such AMNEX Shares.


<PAGE>


                  10.5.  Indemnification by the Selling Shareholders.  The
Selling Shareholders shall:

                           (a)  Furnish  in  writing  all  information  to Buyer
         concerning  itself and its holdings of  securities of Buyer as shall be
         required  in  connection   with  the  preparation  and  filing  of  any
         Registration Statement covering any AMNEX Shares; and

                           (b) Indemnify and hold  harmless  Buyer,  each of its
         directors,   each  of  its  officers  who  has  signed  a  Registration
         Statement,  each person,  if any, who controls Buyer within the meaning
         of the Securities Act and any underwriter (as defined in the Securities
         Act) for Buyer, against any losses,  claims,  damages or liabilities to
         which  Buyer or any  such  director,  officer,  controlling  person  or
         underwriter  may become  subject under the Securities Act or otherwise,
         insofar as such losses,  claims,  damages or liabilities (or actions in
         respect  thereof) are caused by any untrue or alleged untrue  statement
         of any material fact contained in any preliminary prospectus (if used
         prior to the effective date of the Registration Statement) or contained
         on the effective  date thereof,  in any  Registration  Statement  under
         which AMNEX  Shares  were  registered  under the  Securities  Act,  the
         prospectus  contained therein,  or any amendment or supplement thereto,
         or arising  out of or based upon the  omission  or alleged  omission to
         state  therein  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements  therein not misleading;  in each case
         to the extent,  but only to the extent,  that such untrue  statement or
         alleged  untrue  statement or omission or alleged  omission was made in
         reliance upon and in conformity with  information  furnished in writing
         to Buyer by the Selling Shareholders  expressly for inclusion in any of
         the foregoing  documents,  and the Selling Shareholders shall reimburse
         Buyer and any such underwriter, officer, director or controlling person
         for any legal or other  expenses  reasonably  incurred  by the  Selling
         Shareholders  or any such director,  officer or  controlling  person in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability or action.  Notwithstanding the foregoing provisions
         of this Section 10.5, the Selling Shareholders shall not be required to
         indemnify Buyer or any such underwriter, officer, director or 
         controlling  persons for any amount in excess of the amount of the
         proceeds  received by the Selling Shareholders.

                  10.6. Holdback Agreement.  If Buyer at any time shall register
shares of stock under the Securities Act (including any registration pursuant to
Sections  10.1 or 10.3) for sale to the public  (other  than on Form S-4 or Form
S-8 promulgated  under the Securities Act or any successor  forms thereto),  the
Selling  Shareholders  shall not sell  publicly,  make any short sale of,  grant
publicly any option for the purchase of, or otherwise  dispose  publicly of, any
AMNEX  Shares  (other than those  AMNEX  Shares  included  in such  registration
pursuant to Sections 10.1 or 10.3)  without the prior  written  consent of Buyer
for a period designated by Buyer in writing to the Selling  Shareholders,  which
period  shall  begin not more  than 10 days  prior to the  effectiveness  of the
registration  statement pursuant to which such public offering shall be made and
shall not last more than 90 days after the effective  date of such  registration
statement.  Buyer shall  obtain the  agreement  of any person  permitted to sell
shares of stock in a registration to be bound by and to comply with this Section
10.6 as if such person was a stockholder hereunder.



<PAGE>





                  SECTION 11. Moving Expenses; Billing Agreements with LECs. The
parties agree that the  headquarters  of NBE shall be relocated  from  Pasadena,
California to Austin, Texas (the "Relocation") as promptly as practicable.

                  11.1.  Moving  Expenses.  In order to provide for funding such
Relocation,  Buyer  agrees  to make a capital  contribution  to NBE to cover (i)
reasonable  moving expenses of NBE and (ii) reasonable  moving expenses of NBE's
employees;  provided,  however, that the moving expenses for each employee shall
not exceed $15,000 and the moving expenses of NBE, including the moving expenses
for each employee, shall not exceed $100,000 in the aggregate.

                  11.2.  Billing  Agreements  with  LECs.  NBE will  proceed  to
acquire billing and collection  contracts from those LECs where the cost of such
agreements is justified in relation to the needs of NBE except that NBE will not
acquire any such LEC contract  without the prior written consent of the Board of
Directors  of NBE,  including  the  affirmative  vote of at least one of Buyer's
Appointees.

                  SECTION 12.  Board of Directors; Voting and Lock-Up
Agreement.

                  12.1. Board of Directors. Upon consummation of this Agreement,
the Board of Directors shall consist of 5 persons:  Peter Izzo, Amy S. Gross and
John Kane or such  other  persons  as are  nominated  from time to time by Buyer
(collectively,  the  "Buyer's  Appointees")  shall be  appointed to the Board of
Directors of NBE,  and the Board of  Directors  of NBE shall  consist of Buyer's
Appointees,  Everingham  and Frame and the parties agree to vote their shares of
NBE Stock for Buyer's Appointees, Everingham and Frame for so long as Everingham
and Frame continue to own shares of NBE Stock.

                  12.2.  Voting and Lock-up Agreement.  (a)  Each Selling
Shareholder agrees that, except as otherwise provided in this
Agreement, such Selling Shareholder shall not, directly or
indirectly, sell, assign, transfer, convey, give, bequeath,
hypothecate, grant a security interest in, otherwise encumber, make
a short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, voluntarily or involuntarily, the shares NBE
Stock held by such Selling Shareholder and any such transfer or
attempted transfer shall be void; provided, however, that all
provisions of this Section 12.2 shall terminate immediately in the
event of such Selling Shareholder's death.  Each Selling



<PAGE>





Shareholder  further  agrees that in the event that NBE or any successor  entity
declares a dividend or makes a  distribution  on NBE Stock payable in securities
or subdivides or  reclassifies  the NBE Stock or reorganizes,  consolidates,  or
merges with or into any other legal entity,  then any  securities  issued to the
Selling  Shareholder  as a result of any such  event  shall be  subject  to this
Section 12.2 and shall be deemed to be such Selling Stockholder's NBE Stock.

                    (b) Each Selling  Shareholder  hereby  appoints Buyer as his
proxy to  exercise in person or by his  nominees or proxies,  the right to vote,
such Selling Shareholder's shares of NBE Stock in favor of Buyer's Appointees to
the Board of Directors of NBE. This  appointment of Buyer as proxy  hereunder is
irrevocable and coupled with an interest and shall survive until the earlier of:
(a) such Selling  Shareholder's  death or (b) the acquisition by Buyer of shares
of all of the issued and  outstanding  shares of NBE Stock as  provided  in this
Agreement. Such Selling Shareholder agrees that Buyer shall not be liable to the
Selling  Shareholder for the consequences of any vote cast, or consent given, by
it, or any other  action taken or omitted to be taken by it in its capacity as a
shareholder of an issuer of securities to which this Section 12.2
applies.   The  provisions  of  this  Section  12.2  shall  be  binding  on  any
transferee(s)  of such NBE Stock  except  for the  shares  of NBE Stock  sold in
compliance  with  Section  10 shall be sold free and clear of the proxy  granted
pursuant to this Section 12.2.

                  Each  certificate  representing  securities,   to  which  this
Section 12.2 applies,  shall  conspicuously  bear a legend in substantially  the
following form:

         "The transfer of the common stock  represented  by this  certificate is
         restricted  under and subject to the terms of an agreement to which the
         Corporation is a party, as such agreement may be amended, supplemented,
         or otherwise  modified from time to time (the  "Agreement").  A copy of
         the Agreement is on file at the Corporation's office. The owner of this
         certificate has appointed  AMNEX,  Inc. as his proxy to vote the shares
         represented  by this  certificate  for  nomination  of directors of the
         Corporation.  This appointment is binding on transferees. The holder of
         this stock certificate, by his acceptance hereof, agrees to be bound by
         all of the provisions of the Agreement."

                  On the Closing Date, each Selling Shareholder shall present to
the Secretary of NBE each of his certificates of shares
of NBE Stock to which this Section 12.2  applies and the  Secretary  shall affix
such legend thereto.

                  SECTION 13.  Buyer's Call Right.

                  13.1.  Buyer's  Call Right;  Valuation  of  Remaining  Shares.
Subject to this Section 13, Buyer has the right (the "Buyer's Call Right"),  but
not the  obligation,  to acquire  or cause its  designee  to acquire  all of the
issued and outstanding shares of NBE Stock held by a Selling  Shareholder or his
heirs or personal  representatives  (the "Remaining Shares") upon the occurrence
of a Sale  Event  with  respect to such  Selling  Shareholder.  The value of the
Remaining  Shares  will be  determined  as follows:  (a) if a Sale Event  occurs
pursuant to either clause (ii) or (iii) under the definition of Sale Event, then
the value shall be based on a pro rata  distribution  after  deducting  from the
gross  price  to be  received  by NBE  in  such  sale  all  capital  investments
subsequent  to the date  hereof by Buyer in NBE,  or (b) if a Sale Event  occurs
pursuant to clause (i), (iv) or (v) under the definition of Sale Event,  then an
independent   appraiser  shall  be  selected  by  mutual  agreement  of  Selling
Shareholders, or their respective heirs or personal representatives, as the case
may  be,  and  Buyer  to  establish  a  value  of the  Remaining  Shares.  If an
independent



<PAGE>





appraiser  cannot be agreed  upon by Buyer and  Selling  Shareholders,  or their
respective heirs or personal representatives, as the case may be, within 30 days
of written  notice or if Buyer and  Selling  Shareholders,  or their  respective
heirs  or  personal  representatives,  as the  case  may be,  disagree  with the
appraisal  then the parties shall submit the issue to binding  arbitration.  The
findings of the arbitrator shall be final and binding on all parties,  including
their heirs and personal representatives.

                  13.2.  Exercise of Buyer's Call Right.  The Buyer's Call Right
may be  exercised in whole but not in part by Buyer  delivering  to each Selling
Shareholder  a notice of exercise  of the Buyer's  Call Right duly signed by the
Buyer.  The  Selling  Shareholders  shall  receive  as  consideration  for their
Remaining Shares the valuation  determined pursuant to Section 13.1. Payment for
the Remaining Shares pursuant to any exercise of the Buyer's Call Right shall be
made by Buyer in cash or by check  payable  to the order of each of the  Selling
Shareholders for their respective  Remaining Shares, upon the latter to occur of
(i)  receipt by NBE or AMNEX of the  consideration  from the Sale Event and (ii)
determination of the value of the remaining Shares pursuant to Section 13.1.

                  13.3. Sale Event Differential.  Buyer shall pay to a
Selling  Shareholder a Sale Event  Differential  (as defined below) in the event
that such Selling Shareholder's  Remaining Shares have been acquired pursuant to
Section  13.1 as a result  of a Sale  Event  pursuant  to  clause  (v) under the
definition of Sale Event,  and within twelve months following the acquisition of
such Selling  Shareholder's  Remaining  Shares a letter of intent in  connection
with a Sale Event  (other than  pursuant to clause (v) under the  definition  of
Sale Event) has been  entered  into by Buyer or NBE.  "Sale Event  Differential"
means the amount,  if any, by which (i) an amount  calculated to be such Selling
Shareholder's  pro rata distribution of the amount that would have been received
by such Selling Shareholder, if such Selling Shareholder had held such Remaining
Shares until  consummation of such Sale Event (other than pursuant to clause (v)
under the definition of Sale Event)  exceeds the amount  received by the Selling
Shareholder  upon  acquisition of his Remaining  Shares.  In the event of a Sale
Event, the Sale Event  Differential  shall be paid to the Remaining  Shareholder
promptly following the consummation of the Sale Event.



<PAGE>





                  SECTION 14.  Indemnification.

                  14.1.  Indemnification by NBE and the Selling
Shareholders.  From and  after the  Closing,  NBE and the  Selling  Shareholders
jointly and severally agree to indemnify Buyer against and hold it harmless from
any and all  Damages  which  Buyer may  sustain at any time by reason of (i) the
breach or inaccuracy of or failure to comply with, or the existence of any facts
resulting  in  the  inaccuracy  of,  any  of  the  warranties,  representations,
conditions,  covenants  or  agreements  of  NBE  and  the  Selling  Shareholders
contained in this Agreement or in any agreement or document  delivered  pursuant
hereto or in  connection  herewith,  or arising out of the  consummation  of the
transactions  contemplated  hereby or (ii) any claim by a third  party  alleging
that this Agreement or the  transactions  contemplated  herein interfere with or
violate any rights between such third party and NBE.

                  14.2.  Indemnification  by Buyer.  From and after the Closing,
Buyer agrees to  indemnify  and hold each of the Selling  Shareholders  harmless
from and against any and all Damages  which  either of the Selling  Shareholders
may sustain at any time by reason of the breach or  inaccuracy  of or failure to
comply with any warranties, representations, conditions, covenants or agreements
of Buyer contained in this Agreement or in any agreement, certificate or 
document delivered pursuant to or in connection with this Agreement or arising 
out of the closing of the transactions contemplated hereby.

                  14.3.  Procedures for  Indemnification.  In the event that any
claim is asserted against any party hereto,  or any party hereto is made a party
defendant  in any action or  proceeding,  and such claim,  action or  proceeding
involves a matter which is the subject of this indemnification,  then such party
(an  "Indemnified  Party")  shall give written  notice to the other party hereto
(the  "Indemnifying  Party")  of such  claim,  action  or  proceeding,  and such
Indemnifying  Party  shall have the right to join in the  defense of said claim,
action or proceeding at such  Indemnifying  Party's own cost and expense and, if
the Indemnifying  Party agrees in writing to be bound by and to promptly pay the
full amount of any final  judgment from which no further appeal may be taken and
if the  Indemnified  Party is  reasonably  assured of the  Indemnifying  Party's
ability to satisfy such agreement, then at the option of the Indemnifying Party,
such  Indemnifying  Party may take over the  defense  of such  claim,  action or
proceeding,  except that,  in such case,  the  Indemnified  Party shall have the
right to join in the defense of said claim, action or proceeding at its own cost
and expense.



<PAGE>






                  14.4. Escrow Agreement.  Simultaneously with the execution and
delivery of this Agreement,  Buyer and Selling Shareholders shall enter into the
escrow agreement attached hereto as Schedule 14.4 providing for the placement of
25% of the  AMNEX  Shares to be  issued  hereunder  for a period of 24 months to
provide a method of funding any Damages sustained by Buyer for which NBE and the
Selling  Shareholders  have agreed to indemnify  Buyer  pursuant to Section 14.1
hereof.

                  SECTION   15.   Survival   of   Representations;   Effect   of
Certificates.  The parties  hereto agree that all  representations,  warranties,
covenants,  indemnifications,  conditions and agreements  contained herein or in
any  instrument or other  document  delivered  pursuant to this  Agreement or in
connection with the transactions contemplated hereby shall survive the execution
and  delivery  of  this  Agreement,   the   consummation  of  the   transactions
contemplated hereby and any investigation or audit made by any party hereto.

                  SECTION 16.  No Broker; Expenses.  Buyer, on the one
hand, and NBE and the Selling Shareholders, on the other hand, each
represents to the other that no broker or finder has been involved
with any of the transactions relating to this Agreement. In the event of a claim
by any broker or finder that such broker or finder  represented  or was retained
by NBE or the  Selling  Shareholders,  on the one hand,  or Buyer,  on the other
hand,  in connection  herewith,  NBE and the Selling  Shareholders  (jointly and
severally) or Buyer,  as the case may be, agrees to indemnify and hold the other
harmless  from  and  against  any and  all  Damages  which  may be  incurred  in
connection  with such claim.  All  expenses of NBE and the Selling  Shareholders
incurred in connection with matters  relating to the Agreement shall be borne by
Selling  Shareholders  and all  expenses of Buyer  incurred in  connection  with
matters relating to this Agreement shall be borne by Buyer.

                  SECTION 17. Notices. All notices,  requests, demands and other
communications  provided for by this Agreement  shall be in writing and shall be
deemed  to have  been  given  when  hand  delivered,  when  received  if sent by
telecopier or by same day or overnight recognized  commercial courier service or
three  business  days after being mailed in any general or branch  office of the
United States  Postal  Service,  enclosed in a registered or certified  postpaid
envelope,  addressed  to the  address  of the  parties  stated  below or to such
changed address as such party may have fixed by notice:



<PAGE>





         To NBE and the
         Selling Stockholders:  National Business Exchange, Inc.
                                235 East Colorado Blvd.
                                Suite 340
                                Pasadena, California  91101
                                Fax:   818-432-5078
                                Attn:  James E. Everingham

                                - copy to -

                                R. Rosser Cole, Esq.
                                200 North Maryland Avenue
                                Suite 302
                                Glendale, California 91206
                                Fax:   818-500-0129



         To Buyer:              AMNEX, Inc.
                                101 Park Avenue
                                New York, New York 10178
                                Fax: 212-867-1591
                                Attn: Amy Gross, Esq.

                                - copy to -

                                AMNEX, Inc.
                                100 West Lucerne Circle,
                                Suite 100,
                                Orlando, Florida 32801
                                Fax:   407-246-0005
                                Attn:  John Kane
                                       Executive Vice President

                                - copy to -

                                Stroock & Stroock & Lavan
                                Seven Hanover Square
                                New York, New York 10004-2696
                                Fax: 212-806-6006
                                Attn: Susan O. Posen, Esq.



<PAGE>



provided,  that any notice of change of  address  shall be  effective  only upon
receipt.

                  SECTION 18.  Miscellaneous.

                  18.1. Entire Agreement. This Agreement, including the Exhibits
and Schedules hereto, sets forth the entire agreement and understanding  between
the parties and merges and  supersedes  all prior  discussions,  agreements  and
understandings  of every kind and nature  among  them as to the  subject  matter
hereof,  and no party shall be bound by any condition,  definition,  warranty or
represen- tation other than as expressly  provided for in this Agreement or as 
may be on a  date on or  subsequent  to the date hereof  duly set forth in 
writing  signed by each party which is to be bound thereby.  Unless  otherwise 
expressly  defined, terms  defined in the  Agreement  shall have the same 
meanings when used in any Exhibit or Schedule and terms defined in any Exhibit
or Schedule  shall have the same  meanings  when used in the  Agreement or in 
any other Exhibit or Schedule.  This  Agreement  (including  the Exhibits  and 
Schedules  hereto)  shall not be changed,  modified  or  amended  except by a 
writing  signed by each party to be charged  and this  Agreement  may not be  
discharged  except by  performance  in accordance with its terms or by a writing
signed by each party to be charged.

                  18.2.  Governing Law; Arbitration.  THIS AGREEMENT AND
ITS VALIDITY,  CONSTRUCTION AND PERFORMANCE SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF NEW YORK,  WITHOUT  GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
THE  PARTIES  HERETO  AGREE TO  ARBITRATE  IN LIEU OF  LITIGATION.  ALL  CLAIMS,
CONTROVERSIES,  DISPUTES,  DIFFERENCES  OR QUESTIONS  BETWEEN THE PARTIES HERETO
ARISING  OUT  OF  OR  RELATING  TO  THE   PERFORMANCE,   BREACH,   CONSTRUCTION,
INTERPRETATION  OR EFFECT OF THIS AGREEMENT OR ANY CLAUSE CONTAINED  HEREIN,  OR
CONCERNING  ANY SUCH  RIGHTS AND  LIABILITIES  OF THE PARTIES  HERETO,  SHALL BE
SUBMITTED TO BINDING  ARBITRATION UNDER THE COMMERCIAL  ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION.  SUBJECT TO THE TERMS AND PROVISIONS SET FORTH
HEREIN,  SUCH ARBITRATOR(S) SHALL HAVE FULL POWER AND AUTHORITY TO AWARD ANY AND
ALL APPROPRIATE  DAMAGES AND OTHER RELIEF,  INCLUDING BUT NOT LIMITED TO DAMAGES
FOR LOST PROFITS OR REVENUES, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND
SPECIFIC PERFORMANCE.  THE ARBITRATION  PROCEEDINGS SHALL TAKE PLACE IN THE CITY
OF NEW YORK, NEW YORK, AND THE JUDGMENT AND  DETERMINATION  OF SUCH  PROCEEDINGS
SHALL BE BINDING ON ALL PARTIES HERETO.  JUDGMENT UPON ANY AWARD RENDERED BY ANY
ARBITRATOR(S)



<PAGE>





APPOINTED HEREUNDER MAY BE ENTERED INTO ANY COURT HAVING COMPETENT  JURISDICTION
THEREOF.  ALL COSTS OF  ARBITRATION  SHALL BE BORNE  EQUALLY BY THE  ARBITRATING
PARTIES  HERETO,  EXCEPT FOR ATTORNEYS'  FEES, AS TO WHICH EACH SUCH PARTY SHALL
BEAR ITS OWN COSTS. WITHIN FIFTEEN DAYS AFTER WRITTEN NOTICE BY ONE PARTY TO THE
OTHER PARTY OF ITS DEMAND FOR ARBITRATION, WHICH DEMAND SHALL SET FORTH THE NAME
AND ADDRESS OF ITS  DESIGNATED  ARBITRATOR,  THE OTHER  PARTY  SHALL  SELECT ITS
DESIGNATED  ARBITRATOR  AND SO NOTIFY THE DEMANDING  PARTY.  WITHIN FIFTEEN DAYS
THEREAFTER,  THE TWO ARBITRATORS SO SELECTED SHALL SELECT THE THIRD  ARBITRATOR.
THE DISPUTE SHALL BE HEARD BY THE ARBITRATORS  WITHIN SIXTY DAYS AFTER SELECTION
OF THE THIRD  ARBITRATOR.  THE DECISION OF ANY TWO ARBITRATORS  SHALL BE BINDING
UPON THE PARTIES.  IN DEFAULT OF EITHER SIDE NAMING ITS  ARBITRATOR AS AFORESAID
OR IN DEFAULT OF THE SELECTION OF THE SAID THIRD  ARBITRATOR  AS AFORESAID,  THE
AMERICAN  ARBITRATION  ASSOCIATION  SHALL  DESIGNATE  SUCH  ARBITRATOR  UPON THE
APPLICATION OF EITHER PARTY.

                  18.3.  Benefit of Parties; Assignment.  This Agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.  The
Agreement may not be assigned by NBE or the Selling Shareholders
except with the prior written consent of Buyer.  Nothing herein  contained shall
confer or is  intended  to confer  on any third  party or entity  which is not a
party to this Agreement any rights under this Agreement.

                  18.4.  Pronouns.  Whenever the context requires, the use
in this Agreement of a pronoun of any gender shall be deemed to
refer also to any other gender, and the use of the singular shall
be deemed to refer also to the plural.

                  18.5.  Headings.  The headings in the sections, para-graphs,
Schedules and Exhibits of this Agreement are inserted for convenience of
reference  only and shall not  constitute  a part  hereof.  The words  "herein,"
"hereof,"  "hereto" and  "hereunder," and other words of similar import refer to
this Agreement as a whole and not to any particular provision of this Agreement.
 
                  18.6.  Counterparts.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

                  18.7.  Further Assurances.  Buyer, NBE and the Selling
Shareholders shall do and perform such further acts and execute and
deliver such further instruments as may be required by law or reasonably 
requested by either party at such requesting party's expense to carry
out and effectuate the purposes of this Agreement.

                  18.8. Good Faith and Fair Dealing. The parties expressly agree
and  covenant  that good faith and fair  dealing  are an  integral  part of this
Agreement and no party hereto will do anything to prevent performance or receipt
of benefits by the other party.

                            [Signature pages follow]



<PAGE>






                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed on the day and year first above written.

                                          NATIONAL BUSINESS EXCHANGE INC.



                                          By:/s/
                                             Name:
                                             Title:


                                          AMNEX, INC.



                                          By:/s/
                                             Name:
                                             Title:


                                          JAMES E. EVERINGHAM

                                          /s/ James E. Everingham



                                          DARYL A. FRAME

                                          /s/ Daryl A. Frame

                                        


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