VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7, 2002.

NEITHER THIS WARRANT NOR THE WARRANT  STOCK (AS  HEREINAFTER  DEFINED) HAVE BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THIS
WARRANT AND THE WARRANT STOCK MAY BE  TRANSFERRED  ONLY IN  COMPLIANCE  WITH THE
ACT. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT  ISSUED IN EXCHANGE FOR THIS
WARRANT.



                                   AMNEX, INC.

             (Incorporated under the laws of the State of New York)

                                     Warrant
                                                                 January 7, 1997

                  FOR VALUE RECEIVED,  AMNEX,  INC., a New York corporation (the
"Company"),  hereby  certifies  that, in  consideration  of the entering into by
FRANCESCO  GALESI (the "Holder") of a certain Stock  Exchange  Agreement of even
date with the Company (the  "Agreement"),  and the  agreement of Galesi  Telecom
International,  Inc. with regard thereto, the Holder is entitled, subject to the
provisions  of this  Warrant,  to purchase  from the Company,  during the period
expiring at 5:00 P.M.,  New York City time, on January 7, 2002,  the  following:
(a) prior to the filing with the Secretary of State of New York of the Increased
Authorized Capital Certificate of Amendment (as defined in the Agreement), up to
ONE HUNDRED  THOUSAND  (100,000)  SERIES L PREFERRED  SHARES of the Company (the
"Series L Preferred  Shares") at a price of  FORTY-FIVE  DOLLARS AND  FORTY-FIVE
CENTS  ($45.45) per Series L Preferred  Share (the "Series L Preferred  Exercise
Price") and (b) on or after the filing with the  Secretary  of State of New York
of the Increased Authorized Capital Certificate of Amendment,  up to ONE MILLION
FIVE  HUNDRED  THOUSAND  (1,500,000)  COMMON  SHARES of the Company (the "Common
Shares") at a price of THREE  DOLLARS AND THREE CENTS  ($3.03) per Common  Share
(the  "Common  Exercise  Price" and  collectively  with the  Series L  Preferred
Exercise Price, the "Exercise Price").

                  The number of Series L Preferred  Shares or Common Shares,  as
the  case may be,  to be  received  upon the  exercise  of this  Warrant  may be
adjusted  from time to time as  hereinafter  set forth.  The Series L  Preferred
Shares or Common Shares deliverable upon such  exercise,  and as adjusted from 
time to time,  are  hereinafter  sometimes referred to as "Warrant Stock".

                                        1

<PAGE>


                  The Holder, by his acceptance hereof,  agrees with the Company
that this Warrant is issued,  and all the rights hereunder shall be held subject
to, all of the conditions, limitations and provisions set forth herein.

                  1.       Exercise of Warrant.

                           (a)      This Warrant may be exercised by its
presentation and surrender to the Company at its principal office, by 5:00 P.M.,
New York City time, on January 7, 2002, with the Warrant  Exercise Form attached
hereto duly executed and  accompanied by payment (either in cash or by certified
or official  bank check,  payable to the order of the  Company) of the  Exercise
Price for the number of shares specified in such Form. If this Warrant should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute and deliver a new  Warrant  evidencing  the rights of the
Holder thereof to purchase the balance of the shares purchasable hereunder.

                           (b)     Notwithstanding the foregoing, but subject to
the provisions of applicable law and regulations, including, without limitation,
those  relating  to  margin  requirements,   the  Exercise  Price  may  be  paid
concurrently  with  the  sale of the  Warrant  Stock  in a  "cashless  exercise"
transaction.

                           (c)      Notwithstanding the foregoing but subject to
compliance  by  Galesi  with the terms of the  Agreement,  this  Warrant  may be
exchanged for the Series L Preferred  Shares or the Common  Shares,  as the case
may be,  without the payment of the Exercise Price provided for in paragraph (a)
hereof,  in the event,  during any  continuous  six (6)  calendar  month  period
commencing   with  January  1,  1997  and  ending  on  December  31,  1999,  the
consolidated  revenues  from  operations of GTI,  calculated in accordance  with
generally accepted accounting principles  consistently applied,  equal or exceed
twelve million five hundred thousand dollars ($12,500,000).

                  2. Reservation of Shares.  The Company will at all times 
reserve for issuance and delivery upon exercise of this Warrant all Series L 
Preferred Shares or Common Shares, as the case may be, or other shares of 
capital stock of the Company (and other securities  and  property)  from time to
time  receivable  upon exercise of this Warrant, it being understood that no 
Common Shares need be reserved for issuance unless and until the Increased  
Authorized  Capital  Certificate of Amendment is filed with the Secretary of 
State of New York.

                                        2

<PAGE>





                  3.  Fractional  Shares.  The Company  shall not be required to
issue certificates representing fractions of Series L Preferred Shares or Common
Shares,  nor  shall  it be  required  to  issue  scrip  or pay  cash  in lieu of
fractional interests, it being the intent of the Company and the Holder that all
fractional interests shall be eliminated.

                  4.  Exchange  or  Assignment  of  Warrant.   This  Warrant  is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and   surrender   hereof  to  the  Company  for  other   Warrants  of  different
denominations, entitling the Holder to purchase in the aggregate the same number
of Series L Preferred Shares or Common Shares purchasable hereunder.  Subject to
the  provisions  of this  Warrant and the receipt by the Company of any required
representations  and  agreements,  upon surrender of this Warrant to the Company
with the  Warrant  Assignment  Form  annexed  hereto  duly  executed  and  funds
sufficient  to pay any  transfer  tax,  the Company  shall,  without  additional
charge,  execute and deliver a new Warrant in the name of the assignee  named in
such instrument of assignment and this Warrant shall promptly be cancelled.

                  5.  Rights of the  Holder.  The Holder  shall  not,  by virtue
hereof, be entitled to any rights of a shareholder of the Company, either at law
or in equity,  and the rights of the Holder are  limited to those  expressed  in
this Warrant.

                  6.  Anti-Dilution Provisions.

                      6.1      Adjustments for Stock Dividends; Combinations,
Etc.

                                (a)     In case the Company shall do any of the
following (a "Series L Preferred Event"):


                                        3

<PAGE>



                                            (i) declare a dividend or other
distribution on its Series L Preferred Shares payable in Series L
Preferred Shares of the Company,

                                            (ii) subdivide the outstanding 
Series L Preferred Shares pursuant to a stock split or otherwise,

                                            (iii) combine the outstanding Series
L Preferred Shares into a smaller number of shares pursuant to a reverse split 
or otherwise, or

                                            (iv) reclassify its Series L 
Preferred Shares,

then the Series L Preferred  Exercise  Price in effect at the time of the record
date for such dividend or other  distribution  or of the effective  date of such
subdivision,  combination  or  reclassification  shall  be  changed  to a  price
determined  by  dividing  (a) the  product of the  number of Series L  Preferred
Shares  outstanding   immediately  prior  to  such  Series  L  Preferred  Event,
multiplied by the Series L Preferred  Exercise Price in effect immediately prior
to such Series L Preferred Event by (b) the number of Series L Preferred  Shares
outstanding   immediately  after  such  Series  L  Preferred  Event.  Each  such
adjustment of the Series L Preferred  Exercise  Price shall be calculated to the
nearest cent. No such  adjustment  shall be made in an amount less than one cent
($.01),  but any such amount shall be carried  forward and shall be given effect
in connection with the next subsequent adjustment. Such adjustment shall be made
successively whenever any Series L Preferred Event listed above shall occur.

                                    (b) In case the Company shall do any of the
following (a "Common Event"):

                                            (i) declare a dividend or other
distribution on its Common Shares payable in Common Shares of the Company,

                                            (ii) subdivide the outstanding
Common Shares pursuant to a stock split or otherwise,


                                        4

<PAGE>



                                            (iii) combine the outstanding Common
Shares into a smaller number of shares pursuant to a reverse split or otherwise,
or

                                            (iv) reclassify its Common Shares,

then the Common Exercise Price in effect at the time of the record date for such
dividend or other  distribution  or of the effective  date of such  subdivision,
combination  or  reclassification  shall be  changed  to a price  determined  by
dividing (a) the product of the number of Common Shares outstanding  immediately
prior to such Common Event,  multiplied by the Common  Exercise  Price in effect
immediately  prior to such  Common  Event by (b) the  number  of  Common  Shares
outstanding  immediately  after such Common Event.  Each such  adjustment of the
Common  Exercise  Price  shall  be  calculated  to the  nearest  cent.  No  such
adjustment  shall be made in an amount less than one cent  ($.01),  but any such
amount shall be carried forward and shall be given effect in connection with the
next subsequent adjustment.  Such adjustment shall be made successively whenever
any Common Event listed above shall occur.

                                    (c)  Whenever the Exercise Price is adjusted
as set forth in Section 6.1 (whether or not the Company then or thereafter 
elects to issue additional  Warrants in substitution for an adjustment in the 
number of shares of Warrant Stock), the number of shares of Warrant Stock 
specified in each  Warrant  which the Holder may purchase  shall be adjusted, to
the nearest full share,  by multiplying such number of Series L Preferred Shares
or Common Shares, as the case may be, immediately prior to such adjustment by a
fraction, of which the numerator shall be the Series L Preferred  Exercise Price
or Common Exercise Price, as the case may be, immediately prior to such 
adjustment and the denominator shall be the Series L Preferred Exercise Price or
Common  Exercise Price, as the case may be, immediately thereafter.

                           6.2   Adjustment for Reorganization, Consolidation or
Merger. In case of any  reorganization of the Company (or any other corporation,
the  securities  of which are at the time  receivable  on the  exercise  of this
Warrant)  after the date  hereof or in case after such date the  Company (or any
such other  corporation)  shall  consolidate  with or merge with or into another
corporation,  then,  and in each such case,  the Holder of this Warrant upon the
exercise thereof as provided in Section l at any time after the consummation

                                        5

<PAGE>



of such  reorganization,  consolidation or merger, shall be entitled to receive,
in lieu of the  securities  and  property  receivable  upon the exercise of this
Warrant  prior to such  consummation,  the  securities or property to which such
Holder  would  have been  entitled  upon such  consummation  if such  Holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as  provided in Section  6.l;  in each such case,  the terms of this
Warrant shall be applicable to the  securities or property  receivable  upon the
exercise of this Warrant after such consummation.

                  7.       Restrictions on Exercise; Registration Rights.

                           7.1  Investment Intent.  Unless, prior to the
exercise of the Warrant,  the issuance of the Warrant Stock has been  registered
with the Securities and Exchange  Commission  pursuant to the Act, the notice of
exercise shall be accompanied by a  representation  of the Holder to the Company
to the effect that such shares are being  acquired for investment and not with a
view  to the  distribution  thereof,  and  such  other  documentation  as may be
required by the  Company,  unless in the opinion of counsel to the Company  such
representation or other documentation is not necessary to comply with such Act.

                           7.2  Listing; Qualification.  The Company shall not
be obligated to deliver any shares of Warrant  Stock until they have been listed
on each securities exchange or other self-regulatory body on which the Company's
Series L  Preferred  Shares or Common  Shares,  as the case may be,  may then be
listed  or until  there has been  qualification  under or  compliance  with such
federal or state laws,  rules or regulations as the Company may deem applicable,
including, without limitation, compliance with Rule 10b-17 promulgated under the
Securities  Exchange Act of 1934, as amended.  The Company shall use  reasonable
efforts to obtain such listing, qualification and compliance.

                           7.3      Registration Rights.  The Holder shall have
certain registration rights with regard to the Warrant Stock as
provided for in the Agreement.

                  8.       Lost, Stolen or Destroyed Warrants.  In the event
that the Holder notifies the Company that this Warrant has been lost, stolen or
destroyed and provides (a) a letter, in form satisfactory to the Company, to the
effect that he will indemnify the Company from any loss incurred by it in 
connection therewith, and/or (b) an indemnity bond in such amount as is 
reasonably  required by the Company,  the Company  having the option of electing
either (a) or (b) or both, the Company may, in its sole discretion,  accept such
letter  and/or  indemnity  bond in  lieu of the  surrender  of this  Warrant  as
required by Section 1 hereof.

                                        6

<PAGE>





                  9.       Applicable Law.  This Warrant is issued under, and
shall for all purposes be governed by and construed in accordance
with, the laws of the State of New York, excluding choice of law
principles thereof.



                                        7

<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed on its behalf, in its corporate name, by its duly authorized officer, all
as of the day and year first above written.

                                            AMNEX, INC.


                                            By: /s/
                                                Kenneth G. Baritz
                                                Chairman of the Board




<PAGE>



                                   AMNEX, INC.

                              WARRANT EXERCISE FORM


        The undersigned hereby irrevocably elects to exercise the within Warrant
dated January 7, 1997 to the extent of  purchasing  of the  securities of AMNEX,
Inc.  indicated  below.  The undersigned  hereby makes a payment of $ in payment
therefor.


Check applicable line:
                                                    Name of Holder
Series L Preferred Shares  __

Common Shares              __                       Signature of Holder
                                                    or Authorized Representative


                                                    Signature, if jointly held


                                                    Name and Title of Authorized
                                                    Representative


                                                    Address of Holder



                                                    Date


<PAGE>



                                   AMNEX, INC.

                             WARRANT ASSIGNMENT FORM

           FOR VALUE RECEIVED,                hereby sells, assigns
and transfers unto

Name
     (Please typewrite or print name of assignee in block letters)

Address
the right to purchase  Series L Preferred  Shares or Common Shares,  as the case
may be, of AMNEX, Inc.  represented by this Warrant dated January 7, 1997 to the
extent of Series L Preferred  Shares or ____ Common Shares,  as the case may be,
and does hereby irrevocably constitute and appoint________ attorney to transfer
the same on the books of the Company with full power of substitution in the 
premises.




                                           Name of Holder


                                           Signature of Holder or
                                           Authorized Representative


                                           Signature, if jointly held


                                           Name and Title of Authorized
                                           Representative


                                           Date


Signature(s) guaranteed:


K:\WPDOC\CORP\AMNEX\GALESI\WARRANT3.D96



<PAGE>