EMPLOYMENT AGREEMENT
                               BETWEEN AMNEX, Inc.
                                       AND
                                 KEVIN D. GRIFFO


         This AGREEMENT  made this 25th day of June,  1996, by and between AMNEX
Inc., a New York  corporation  having an office in Orlando,  Florida  (sometimes
hereinafter  referred  to as  "AMNEX"  or the  "Company")  and  Kevin D.  Griffo
(sometimes hereinafter referred to as "Employee").

WITNESSETH:

         WHEREAS,  the Company  desires to employ the  Employee and the Employee
desires to accept employment by the Company and enter into this Agreement; and

         WHEREAS, the retention of Employee's services, for and on behalf of the
Company is of material  importance to the  preservation  and  enhancement of the
value of AMNEX;

         NOW,  THEREFORE,  in  consideration  of the mutual covenants herein set
forth, AMNEX and Employee do hereby agree as follows:

         1. Employment.  The Employee is employed as Chief Operating  Officer of
the Company from the date hereof  through the term of this  Agreement.  As Chief
Operating Officer of the Company,  the Employee shall implement executive policy
and other  management  services on behalf of the Company as would be customarily
performed by persons serving in a similar executive  capacity.  As an executive,
the Employee shall be responsible for  implementing  the policies and directives
of the Chief  Executive  Officer  ("CEO") and the Board of  Directors  and shall
report  only to the CEO.  During the term of this  Agreement,  there shall be no
material decrease in the duties and  responsibilities of the Employee other than
provided herein, unless the parties otherwise agree in writing.  During the term
of this  Agreement,  the  Employee  shall not be required to relocate his or her
principal place of employment beyond 50 miles from Orlando,  Florida in order to
perform his services hereunder.

2. Term. The initial term of employment  under this Agreement shall be for a one
year period from the date hereof. This Agreement shall be automatically  renewed
or extended  for one  additional  year on each annual  anniversary  date of this
Agreement, unless either the Employee or the Company gives written notice to the
other on or before the sixtieth (60th) day prior to such anniversary  date. Such
initial term and all such renewal terms are  collectively  referred to herein as
the term of this Agreement.


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<PAGE>



3.  Standards;  Devotion  of Time.  The  Employee  shall  perform his duties and
responsibilities  under  this  Agreement  in  accordance  with  such  reasonable
standards as may be established from time to time by the CEO of the Company. The
reasonableness  of such  standards  shall  be  measured  against  standards  for
executive  performance generally prevailing in the  telecommunications  services
industry.  During the  employment  period,  the Employee shall expend all of his
working time for the Company and shall devote his best efforts, energy and skill
to the services of the Company and the promotion of its interests.

4. Compensation.  The Company agrees to pay the Employee during the term of this
Agreement a salary at the minimum annual rate of $150,000.00.  In the event that
this Agreement is renewed or extended, the Employee's salary will be reviewed at
the time of such renewal and may be increased in an amount to be  determined  by
the CEO in his sole  discretion.  In determining  the  Employee's  annual salary
increases, if any, the CEO may compensate the Employee for increases in the cost
of living and also  provide for  performance  or merit  increases  to the extent
appropriate  and when  compared to the  prevailing  telecommunications  services
industry for like executive  positions.  The salary of the Employee shall not be
decreased at any time during the term of this  Agreement from the amount then in
effect  unless  the  Employee  otherwise  agrees in  writing.  Participation  in
deferred compensation,  bonus, retirement,  and other employee benefit plans and
in fringe  benefits  shall not reduce the salary  payable to the  Employee.  The
salary under this Section 4 shall be payable to the Employee biweekly.

5. Bonus.  During the term of this Agreement,  the Employee shall be entitled to
participate with other executive employees of the Company in a bonus pool, which
pool shall be equal to 3% of AMNEX Inc.'s consolidated pre-tax profits. The pool
shall be  authorized  and  distributed  by the CEO and  Chairman of the Board in
their sole  discretion.  No other  compensation  provided for in this  Agreement
shall be deemed a substitute  for the  Employee's  right to  participate in such
bonus if, when and as authorized.

6.  Disability.  In the event of the  inability  of Employee to render  services
hereunder  during  the  term  of  the  Agreement  due to a  disability  (whether
temporary or permanent), and for so long as such disability continues,  Employee
shall  continue  to  receive  Employee's  salary  for a period not to exceed the
remaining term of the Agreement. There shall be deducted from the amount paid to
Employee  hereunder during any period of disability any amounts actually paid to
Employee  pursuant to any  disability  insurance  or other  similar such program
which the Company has instituted or may institute on behalf of its employees for
the purpose of compensating Employee in the event of disability.

7. Additional Compensation and Benefits. During the term of the Agreement, 
Employee will be entitled to participate in and receive the benefits of any 
stock option, profit sharing, or other plans, benefits and privileges given to 
employees and/or

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<PAGE>



executives of the Company or its subsidiaries and affiliates which may come into
existence  hereafter,  to the  extent  commensurate  with  his then  duties  and
responsibilities,  as fixed by the CEO, and to the extent  Employee is otherwise
eligible  and  qualified  to so  participate  in and  receive  such  benefits or
privileges.  The Company  shall not make any changes in such plans,  benefits or
privileges   which  would  adversely  affect   Employee's   rights  or  benefits
thereunder,  unless such change occurs  pursuant to a program  applicable to all
executives  of the  Company  and does not  result in a  proportionately  greater
adverse  change in the rights of or benefits  to  Employee as compared  with any
other  executive  of the  Company.  Nothing  paid to Employee  under any plan or
arrangement  presently in effect or made available in the future shall be deemed
to be in lieu of the salary  payable to  Employee  pursuant to Section 4 hereof.
Nothing herein shall be deemed to imply that Employee is entitled to receive any
stock options (notwithstanding the grant thereof to other executive employees of
the Company or its  subsidiaries or affiliates),  it being understood and agreed
that the grant  thereof is within the sole  discretion of the Board of Directors
or its Compensation Committee.

8. Expenses.  The Company shall reimburse  Employee or otherwise  provide for or
pay for all  reasonable  expenses  incurred by Employee in  furtherance of or in
connection  with the business of the Company.  In  addition,  the Company  shall
reimburse Employee for all reasonable  entertainment  expenses (whether incurred
at the Employee's  residence,  while  traveling,  or otherwise)  subject to such
reasonable  limitations  as may be  established by the CEO. If such expenses are
paid in the first  instance by  Employee,  the Company will  reimburse  Employee
therefor in accordance with its standard expense reimbursement policy.

9. Vacations.  The Employee shall be entitled to annual paid vacations in
accordance with the following schedule:

             1 - 2 years of service:            3 weeks per year
             3 - 5 years of service:            3 weeks plus 2 days per year
             6 - 9 years of service:            4 weeks per year
             10+ years of service:              5 weeks per year

The timing of paid  vacations  shall be scheduled in a reasonable  manner by the
parties following  consultation between the CEO and Employee. The Employee shall
not be  entitled  to receive  any  additional  compensation  from the Company on
account of his failure to take paid  vacation.  The  Employee  shall also not be
entitled to accumulate more than two weeks of unused paid vacation time from one
calendar year to the next.


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<PAGE>



10.      Termination of Employment.

         (a)  Definitions.  For the purposes of this Agreement, the following
definitions shall apply:

                  (i) A "Change in Control"  of the  Company  shall be deemed to
have  occurred:  (A) when either the CEO or Chairman of the Board of the Company
as of the date hereof is either  removed as a director or not  nominated  by the
Board for re-election as a director of the Company;  or (B) when any nominee for
election as a director of the Company contained in the Company's Proxy Statement
sent to shareholders in connection with the Board of Directors'  solicitation of
proxies  to be voted at any  Annual  Meeting  of  Shareholders  shall  not be so
elected by the  shareholders,  except  where the person  elected  instead of the
nominee is acceptable to the CEO and Chairman as of the date hereof; or (C) upon
any person or entity  gaining  ownership  directly or  indirectly  of securities
that, in the aggregate,  represent over thirty-five  percent (35%) of the voting
power of the Company's  outstanding  securities  (whether or not such securities
are in fact voted);  or (D) upon the sale or  disposition of fifty percent (50%)
or more of the voting securities of any of the Company's  subsidiaries or all or
substantially  all of the assets of any such subsidiary,  except where such sale
or  disposition  was approved by the CEO serving as of the date  hereof;  or (E)
upon the  termination of employment by the Company other than for cause,  or the
resignation  for good  reason  of,  the CEO or  Chairman  serving as of the date
hereof.

                  (ii)  Termination  "for cause" shall mean  termination  of the
Employee  by the  Company  because  of:  (A)  conviction  of or a plea  of  nolo
contendere to a felony,  or another  serious crime which results or is likely to
result in material injury to the Company; (B) breach of fiduciary duty involving
personal  profit;  (C) continued and habitual neglect to perform material stated
duties; or (D) material breach of any provision of this Agreement.

                  (iii) Resignation "for good reason" shall mean the resignation
of his  employment  by the  Employee  following:  (A) a Change in Control of the
Company  which,  within two years of said Change in Control,  results in (i) the
assignment to Employee,  without  Employee's  express  written  consent,  of any
duties   materially    inconsistent   with   Employee's    positions,    duties,
responsibilities  and status with the Company  immediately  prior to a Change in
Control of the Company;  or (ii) a material  change or  reduction in  Employee's
reporting responsibilities,  titles or offices as in effect immediately prior to
a Change in Control of the Company;  or (iii) any removal of Employee  from,  or
any failure to re-elect Employee to, any of such positions,  except in each case
in  connection  with  the  Employee's  disability  or  death  and  except  under
circumstances  which would permit the  termination of Employee's  employment for
cause;  or (B) failure by the Company to comply with any  material  provision of
this Agreement, which failure has not been cured within thirty (30) days after a
notice of non-compliance has been given by Employee to the Company.

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<PAGE>




         (b)  Termination  for  Cause.  The CEO  may  terminate  the  Employee's
employment  at any time for cause.  The Employee  shall have no right to receive
compensation or other benefits for any period after  termination for cause.  If,
within thirty (30) days of receipt of notice of termination, the Employee denies
that  termination  for cause was  warranted,  the  dispute  shall be resolved by
submission of the claim to binding arbitration in accordance with the provisions
hereof.  The parties agree that the sole  determination by the arbitrators shall
be whether the  termination of the Employee's  employment was for cause.  In the
event it is determined that such  termination was without cause,  Employee shall
be entitled to such relief as is provided  for herein with respect  thereto.  If
the Employee does not deny that  termination for cause was warranted within such
thirty (30) day period, the Employee's  termination for cause shall be deemed to
be conclusive.

         (c) Termination Without Cause. Any termination of employment by the CEO
other than  termination  for cause,  including but not limited to, the Company's
failure to renew or extend this Agreement  pursuant to Paragraph 2, (which shall
be deemed termination  without cause),  shall not prejudice the Employee's right
to compensation or other benefits under this Agreement.  The parties acknowledge
and agree that  damages  which will result to Employee for  termination  without
cause shall be extremely  difficult  or  impossible  to establish or prove,  and
agree that,  unless the termination is for cause, the Company shall be obligated
to make a payment to the  Employee as  liquidated  damages in an amount equal to
the greater of (A) one year's  minimum  annual  salary as set forth in Section 4
hereof and (B) the Employee's total  compensation  hereunder for the twelve (12)
months preceding the termination,  provided, however, that in the event that the
Company fails to renew or extend this  Agreement and the  Employee's  employment
continues, then the amount payable to Employee hereunder shall not be paid until
the cessation of Employee's  employment.  Employee agrees that,  except for such
other  payments  and benefits to which the Employee may be entitled as expressly
provided by the terms of this  Agreement,  such  liquidated  damages shall be in
lieu of all other claims, demands or causes of action which Employee may make by
reason of such termination.  The liquidated  damages amount shall not be reduced
by any compensation which the Employee may receive for any other employment with
another  employer after  termination of his employment with the Company.  At the
election of the Company,  the payment of such  liquidated  damages shall be made
either by a lump sum payment on the Employee's  last day of employment  with the
Company or over the course of the next twelve months in equal bimonthly payments
in accordance with the Company's then standard  payroll  policies and practices.
Such  bimonthly  payments  shall be made by wire  transfer  to the bank  account
designated by the Employee. The Company's failure to make each and every payment
when due and the  continuance  thereof  for a period of five (5) days shall be a
material  breach of this  Agreement and the Employee shall be entitled to demand
and receive in a lump sum all unpaid liquidated damages.


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<PAGE>



         (d) Termination upon Death.  Employee's  employment shall automatically
terminate upon Employee's death,  provided,  however,  that the Employee's wife,
Terry Griffo,  shall be entitled to receive the payments specified under Section
10 (e)(ii) hereof.

         (e) Resignation for Good Reason. (i) Employee may resign his employment
hereunder for good reason upon thirty (30) days notice to the Company, stating 
in his notice the basis upon which he believes that good reason exists for such
resignation.

                  (ii) In the event the Employee resigns,  the Employee shall be
entitled to receive as a severance  payment,  or in lieu of a severance payment,
payment for services previously rendered to the Company, a lump sum cash payment
equal to the  greater of (A) one year's  minimum  annual  salary as set forth in
Section 4 hereof and (B) the Employee's total compensation  hereunder applicable
to the twelve (12) months preceding such resignation. Payment under this section
shall be in lieu of any amount owed to the  Employee as  liquidated  damages for
termination without cause under Section 10(c) hereof and shall be payable on the
last day of Employee's employment hereunder. However, payment under this section
shall not be reduced by any  compensation  which the  Employee  may receive from
other  employment with another  employer after  termination  from his employment
with the Company.

         (f) Change in Control;  Resignation  Without Good Reason. If during the
term of this  Agreement  there is a Change in  Control  of the  Company  and the
Employee  without good reason resigns his employment  within one year after such
Change in Control, the Employee shall be entitled to receive a severance payment
pursuant to Section  10(e)(ii)  hereof.  Any such resignation shall be on thirty
(30) days notice to the Company.

         (g) Other Benefits.  In the event  liquidated  damages and/or severance
payments are payable  pursuant to this  Section 10, the  Employee  shall also be
entitled  to have any  allowances  set forth in Section 8 hereof and  Employee's
health insurance  coverage  continue for a period of twelve months. In the event
that any such  law or plan may  prevent  a  continuation  of  Employee's  health
insurance  for such twelve month period,  the Company  shall pay for  Employee's
C.O.B.R.A.  health coverage during such period, or, if earlier,  until such time
as Employee becomes eligible to be covered by comparable  insurance with another
employer.  The Company shall also ensure that all insurance or other  provisions
for  indemnification,  defense or hold  harmless of officers or directors of the
Company  which  are in  effect  as of the  date  of the  Employee's  termination
continue  for the benefit of the  Employee  with  respect to all of his acts and
omissions  while an  officer  or  director  as fully and  completely  as if such
termination had not occurred,  and until the final  expiration or running of all
periods of  limitation  against  action which may be  applicable to such acts or
omissions.



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<PAGE>



         (h)  Benefit  Plans.  Notwithstanding  any  other  provisions  of  this
Agreement or of any other agreement,  contract,  or understanding  heretofore or
hereafter  entered  into  between  the  Employee  and  the  Company,  except  an
agreement,  contract,  or  understanding  hereafter  entered into that expressly
modifies or excludes  application  of this Section 10 (the "Other  Agreements"),
and notwithstanding any formal or informal plan or other arrangement  heretofore
or  hereafter  adopted by the Company for the direct or  indirect  provision  of
compensation  to the Employee  (including  groups of classes of  participants or
beneficiaries  of  which  the  Employee  is  a  member),  whether  or  not  such
compensation  is deferred,  is in cash, or is in the form of a benefit to or for
the  Employee  (a  "Benefit  Plan"),  the  Employee  shall not have any right to
receive any payment or other benefit under this Agreement,  or Other  Agreement,
or any Benefit  Plan if such  payment or benefit,  taking into account all other
payments or  benefits to or for the  Employee  under this  Agreement,  all Other
Agreements, and all Benefit Plans, would cause any payment to the Employee under
this  Agreement to be  considered a  "parachute  payment"  within the meaning of
Section  280G(b)(2)  of the Internal  Revenue Code of 1986,  as amended.  In the
event that the receipt of any such payment or benefit under this Agreement,  any
Other  Agreement,  or any Benefit Plan would cause the Employee to be considered
to have  received a parachute  payment under this  Agreement,  then the Employee
shall have the right,  in his sole  discretion,  to designate  those payments or
benefits under this Agreement,  and Other Agreements,  and/or any Benefit Plans,
which should be reduced or  eliminated  so as to avoid having the payment to the
Employee under this Agreement be deemed to be a parachute payment.

11.  Confidentiality  and  Non-Solicitation.  The  services of the  Employee are
unique,  extraordinary and essential to the business of the Company,  especially
since the Employee  shall have access to the  Company's  customer  lists,  trade
secrets  and  other  confidential  network,  financial,  legal  and  operational
information essential to the Company's business. Accordingly, during the term of
this Agreement and thereafter,  the Employee agrees not to use, divulge, furnish
or make available to any person or entity any knowledge of or  information  with
respect to any  confidential or otherwise  proprietary  documents,  discussions,
plans, policies, procedures,  activities,  materials, information or data of the
Company.  The Employee  further  agrees to refrain from engaging in any activity
whatsoever  that would tend to  disparage  or  diminish  the  reputation  of the
Company or which would tend to have a  detrimental  effect upon the interests of
the Company.  The  Employee  has  executed or will  execute the  standard  AMNEX
Employee  Confidentiality  Agreement,  which agreement is incorporated herein by
reference and made a part hereof.

The  Employee  also  agrees  that,  for a period of one (1) year  following  the
expiration of this Agreement,  the Employee shall not, without the prior written
approval  of the  CEO,  anywhere  in  the  United  States  of  America,  whether
individually or as a principal,  officer, employee,  partner, director, agent or
representative  of or consultant  for any entity,  (a) cause or seek to persuade
any director, officer, employee, customer, subscriber, account, agent, vendor or
supplier of, or consultant to, the Company to discontinue or

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<PAGE>



modify to the detriment of the Company the status, employment or relationship of
such  person or entity  with the  Company  (including,  without  limitation,  to
discontinue  or modify to the  detriment of the Company the use of the Company's
operator services,  long-distance transmission services, 1+ Coin Services and/or
other  telecommunications  services);  (b)  hire or  retain  any  such  officer,
director or employee;  (c) cause or seek to persuade any  prospective  customer,
subscriber  or  account  of the  Company  (which  at the  date of  cessation  of
employment with the Company was then actively being solicited by the Company) to
determine not to enter into a business relationship with the Company.

The Employee  acknowledges and agrees that, in the event he shall violate any of
the  restrictions  of this  Section 11, the Company  will be without an adequate
remedy at law and will  therefore  be entitled to enforce such  restrictions  by
temporary or permanent injunctive relief in any court of competent  jurisdiction
without the necessity of proving  damages and without any prejudice to any other
remedies which it may have at law or in equity.  The Employee  acknowledges  and
agrees that, in addition to any other state having proper jurisdiction, any such
relief  may be  sought  in,  and for  such  purpose  the  Employee  consents  to
jurisdiction of, the courts of the State of Florida.

12. Assumption of Agreement.  In the event of a Change in Control transaction to
which the Company is a party,  the Company  shall  require that the acquiring or
successor  entity,  if any,  expressly assume the obligations and entitlement of
this Agreement  following such change of control.  Employee shall have the right
to demand  that the  Company  acknowledge  in  writing  the  assumption  of this
Agreement,  if  applicable,  within thirty (30) days  following  receipt of such
demand. Failure of the Company to so act timely in response to such demand shall
be deemed a material breach of this Agreement by the Company,  thereby entitling
Employee to resign for good reason in  accordance  with the  provisions  of this
Agreement  but  without  providing  any  further  notice of  non-compliance  and
opportunity for cure.

13. Other Employment.  The Employee shall not, during the term of this
Agreement, have any other paid employment other than with a subsidiary of the
Company except with the prior approval of the CEO.

14. Section Headings.  The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in conjunction with, the
interpretation of this Agreement.

15. Notices. Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail, return receipt requested and postage prepaid, 
overnight mail or courier or telecopier as follows:


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                  If to the Employee:

                  12770 Lone Eagle Drive
                  Orlando, FL 32827

                  If to the Company:

                  100 W. Lucerne Circle
                  Orlando, FL 32801
                  Attn: CEO
                  Telecopier Number:  (407) 246-0005

or at such other  address as any party  shall  designate  by notice to the other
party given in accordance with this Paragraph 15.

16. No Waiver;  Entire Agreement.  Failure to insist upon strict compliance with
any of the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition,  nor shall any waiver or relinquishment of any
right or  power  hereunder  at any one or more  times  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times. This Agreement
constitutes  the  entire  agreement   between  the  parties  and  there  are  no
representations,  warranties or  commitments  except as set forth  herein.  This
Agreement  supersedes all prior  agreements,  understandings,  negotiations  and
discussions,  whether  written or oral,  of the parties  hereto  relating to the
matters set forth in this  Agreement.  This  Agreement  may be amended only by a
writing executed by the parties hereto.

17. Assignability. This Agreement is personal in nature. The Employee shall have
no right to assign or transfer  this  Agreement.  In the event of any  attempted
assignment or transfer by the executive of his duties and  obligations  contrary
to this  paragraph,  all the  Employee's  rights under this  Agreement  shall be
forfeited, and the Company shall have no further liability under this Agreement.
The Company may assign or transfer  its rights  under this  Agreement  only to a
subsidiary  or  affiliate  of the Company so long as such  assignment  shall not
substantially  change  the  current  status  of this  Agreement  or its place of
performance.  No  assignment  by the  Company  shall  relieve the Company of the
liabilities  and  responsibilities  created  by this  Agreement,  including  its
responsibilities under Section 12 hereof.

18.  Reformation and  Severability.  The Employee and the Company agree that the
agreements   contained  herein  shall  each  constitute  a  separate   agreement
independently  supported  by good  and  adequate  consideration,  shall  each be
severable  from the other  provisions  of the  Agreement,  and shall survive the
Agreement.  If a court of  competent  jurisdiction  determines  that  any  term,
provision or portion of this Agreement is void,  illegal or  unenforceable,  the
other  terms,  provisions  and portions of this  Agreement  shall remain in full
force and effect and the terms, provisions and portions that are determined

                                        9

<PAGE>



to be void, illegal or unenforceable  shall be limited so that they shall remain
in effect to the extent permissible by law.

19. Governing Law.  This Agreement shall be governed by the laws of the United
States, where applicable, and otherwise by the laws of the State of Florida, 
excluding choice of law principles thereof.

20. Arbitration; Attorneys Fees. (I) Except with regard to Section 11 hereof and
any other  maters that are not a proper  subject of  arbitration,  all  disputes
between the parties hereto concerning the performance,  breach,  construction or
interpretation  of this  Agreement  or any  portion  thereof,  or in any  manner
arising out of this Agreement or the performance thereof,  shall be submitted to
binding  arbitration  in accordance  with the rules of the American  Arbitration
Association,  which arbitration  shall be carried out in the manner  hereinafter
set forth.

         (ii) 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. The decision of the arbitrators  shall be final and
binding upon the Company, its successors and assigns and the Employee.

         (iii) The arbitration proceedings shall take place in Orlando, Florida,
and the judgment and  determination of such proceedings  shall be binding on all
parties hereto.  Judgment upon any award rendered by the  arbitrators  appointed
hereunder may be entered into any court having  competent  jurisdiction  thereof
without any right of appeal therefrom.

         (iv) Each party shall pay its or his own expenses of  arbitration,  and
the expenses of the arbitrators and the arbitration  proceeding shall be equally
shared;  provided,  however,  that,  (a) if, in the opinion of a majority of the
arbitrators, any claim of defense was unreasonable,  the arbitrators may assess,
as part of their award, all or any part of the arbitration expenses of the other
party  (including  reasonable  attorneys'  fees) and of the  arbitrators and the
arbitration proceeding  (collectively,  the "Arbitration  Expenses") against the
party raising such  unreasonable  claim or defense,  and (b) if the  arbitrators
rule in favor of the Employee, then the Company shall be obligated to pay all of
the Arbitration Expenses.


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<PAGE>


21. No Restrictions.  The Employee hereby  represents that neither the execution
of this Agreement nor his performance hereunder will (a) violate,  conflict with
or result in a breach of any provisions of, or constitute a default (or an event
which,  with notice or lapse of time or both,  would constitute a default) under
the  terms,  conditions  or  provisions  of any  contract,  agreement  or  other
instrument or obligation to which the Employee is a party, or by which he may be
bound, or (b) violate any order, judgment, writ, injunction or decree applicable
to the Employee.  In the event of a breach hereof,  in addition to the Company's
right to terminate this Agreement,  the Employee shall indemnify the Company and
hold it harmless from and against any and all claims,  losses,  liabilities  and
expenses  (including   reasonable  attorney's  fees)  incurred  or  suffered  in
connection with or as a result of the Company's  entering into this Agreement or
employing the Employee hereunder.

22. No Third Party Beneficiaries.  Except as provided for in Section 10 (d) 
hereof, no person not a party to this Agreement shall have any right to enforce 
any of the provisions hereof, there being no third party beneficiaries.

23. Service  as  Officer  of  Subsidiaries;  Service  as  Director.  During the
employment period, the Employee shall, if elected or appointed,  serve as (a) an
officer of any subsidiaries of the Company in existence or hereafter  created or
acquired and (b) a Director of the Company and/or any such  subsidiaries  of the
Company, in each case without any additional compensation for such services.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement as of the day and year above written.


EMPLOYEE                                           AMNEX, Inc.


By:   /s/Kevin Griffo                              By:   /s/

Name:  ________________________                    Name: _______________________

Date:  ________________________                    Date: _______________________




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