STOCK  EXCHANGE  AGREEMENT  dated as of  January  7, 1997 (the
"Agreement") by and between AMNEX, INC., a New York corporation  ("AMNEX"),  and
FRANCESCO GALESI ("Galesi").


                  Upon the terms and conditions  hereinafter  set forth,  Galesi
desires to transfer to AMNEX,  and AMNEX desires to acquire from Galesi,  shares
of Common Stock of Galesi Telecom  International,  Inc., a New York  corporation
("GTI"),  representing  ten percent (10%) of the issued and outstanding  capital
stock of GTI, in exchange for shares of Series L Preferred Stock of AMNEX.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                EXCHANGE OF STOCK

1.1 Exchange of Stock.  Simultaneously  herewith,  (a) Galesi is  delivering  to
AMNEX a  certificate  representing  ten (10) shares (the "GTI Shares") of Common
Stock, par value $.01 per share, of GTI (the "GTI Common Stock"),  duly endorsed
to AMNEX and (b) AMNEX is delivering to Galesi a  certificate  representing  one
hundred  thousand  (100,000) shares of Series L Preferred Stock, par value $.001
per  share,  of AMNEX  (the  "Series L  Preferred  Stock")  having  the  rights,
preferences  and  limitations  set forth in AMNEX's  Certificate of Amendment of
Certificate  of   Incorporation   with  regard  thereto  (the  "Preferred  Stock
Certificate  of  Amendment"),  including,  without  limitation,  the  right  and
obligation  to convert each share of Series L Preferred  Stock into fifteen (15)
shares of Common  Stock,  par value $.001 per share,  of the Company (the "AMNEX
Common  Stock") in the event of the filing by AMNEX with the  Secretary of State
of New York of the Increased  Authorized  Capital  Certificate  of Amendment (as
hereinafter defined), as provided for in Section 6.1 hereof.

1.2      Warrants.  In consideration of the foregoing, simultaneously herewith,
AMNEX is executing and delivering to Galesi a warrant (the "Warrant") for the 
purchase of the following: (a) prior to the filing of the Increased Authorized 
Capital Certificate of Amendment with the Secretary of State of New York, one 
hundred thousand

                                        1

<PAGE>



(100,000) shares of Series L Preferred Stock (the "Warrant  Preferred Stock") at
an exercise price of forty-five  dollars and forty-five cents ($45.45) per share
of  Warrant  Preferred  Stock  and (b) on or after the  filing of the  Increased
Authorized  Capital  Certificate of Amendment with the Secretary of State of New
York, one million five hundred thousand (1,500,000) shares of AMNEX Common Stock
(the "Warrant Common Stock" and collectively  with the Warrant  Preferred Stock,
the  "Warrant   Stock")  at  an  exercise  price  of  three  dollars  and  three
cents($3.03)  per share of Warrant Common Stock (the Warrant being  exchangeable
for the Warrant Stock under certain circumstances as set forth therein).

                                   ARTICLE II

                     REPRESENTATIONS AND WARRANTIES OF AMNEX

                  AMNEX makes the following  representations  and  warranties to
Galesi:

2.1 Valid Corporate  Existence.  AMNEX is a corporation duly organized,  validly
existing and in good standing under the laws of the State of New York. AMNEX has
the requisite  corporate  power to carry on its business as now conducted and to
own its assets.  AMNEX is qualified to do business as a foreign  corporation  in
each  jurisdiction in which it is required to be so qualified,  except where the
failure to be so qualified would not have a material adverse effect on AMNEX and
the AMNEX Subsidiaries (as hereinafter  defined) taken as a whole. The copies of
AMNEX's Restated  Certificate of Incorporation  and By-laws,  each as amended to
date,  which have  heretofore  been  delivered to Galesi,  are true and complete
copies of such documents as now in effect.

2.2      Capitalization.

                  (a)  The  authorized   capital  stock  of  AMNEX  consists  of
40,000,000  shares of Common Stock,  of which  27,045,964  shares are issued and
outstanding,  and 5,000,000 shares of Preferred Stock, of which 72,450 shares of
Series  B  Preferred  Stock,  1,413,337  shares  of  Series D  Preferred  Stock,
1,035,000  shares  of  Series E  Preferred  Stock,  415,250  shares  of Series F
Preferred  Stock and 66,250  shares of Series G  Preferred  Stock are issued and
outstanding.  All the issued and  outstanding  shares of AMNEX  Common Stock and
Preferred Stock have been validly issued and fully paid and are nonassessable,  

                                        2

<PAGE>



subject to the  provisions  of  Section  630  of  the  Business Corporation Law
of the State of New York ("Section 630").

                  (b) The Series L  Preferred  Stock and the  Warrant  Preferred
Stock have been duly and validly authorized and, when issued and delivered (upon
payment  in full of the  exercise  price in  accordance  with  the  terms of the
Warrant,  with respect to the Warrant Preferred Stock), will be duly and validly
issued,  fully paid and  nonassessable,  subject to Section 630.  Subject to the
filing  of  the  Increased  Authorized  Capital  Certificate  of  Amendment,  as
contemplated  by Section 6.1 hereof,  the shares of Common Stock  issuable  upon
conversion of the Series L Preferred  Stock or the Warrant  Preferred Stock (the
"Conversion  Stock") have been duly and validly  authorized and, upon conversion
in accordance  with the terms of the Preferred  Stock  Certificate of Amendment,
will be duly and  validly  issued,  fully  paid and  nonassessable,  subject  to
Section  630.  Subject  to  the  filing  of  the  Increased  Authorized  Capital
Certificate  of  Amendment,  the Warrant  Common Stock has been duly and validly
authorized  and,  when  issued  upon  payment in full of the  exercise  price in
accordance with the terms of the Warrant, will be duly and validly issued, fully
paid and nonassessable, subject to Section 630.

                  (c) Except as set forth in Schedule 2.2 attached hereto, there
are no commitments to which AMNEX is a party,  or by which it is bound,  calling
for the issuance,  sale or other disposition of any class of securities of AMNEX
and  there  are  no  outstanding   securities  of  AMNEX   convertible  into  or
exchangeable for shares of AMNEX Common Stock or any other securities of AMNEX.

2.3 Subsidiaries. Schedule 2.3 attached hereto sets forth a complete list of the
names and  jurisdictions of incorporation of all corporations and other business
entities owned by AMNEX (collectively,  the "AMNEX  Subsidiaries").  Each of the
AMNEX Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the  jurisdiction  of its  incorporation  and has the
requisite  corporate  power to carry on its business as now conducted and to own
its  assets.  Each AMNEX  Subsidiary  is  qualified  to do business as a foreign
corporation  in each  jurisdiction  in which it is required to be so  qualified,
except  where the failure to be so qualified  would not have a material  adverse
effect on AMNEX and the AMNEX Subsidiaries taken as a whole. Except as set forth
on Schedule 2.3, all the outstanding capital stock or other voting interests of 
each of the AMNEX Subsidiaries is owned by AMNEX.

                                        3

<PAGE>


2.4 Consents.  Except for the requisite approval by AMNEX's  stockholders of the
Increased  Authorized  Capital  Certificate  of  Amendment,  no filings  with or
consents of governmental or other regulatory agencies,  foreign or domestic,  or
of other  parties are required to be made or received by or on the part of AMNEX
to enable it to enter  into and carry out this  Agreement  and the  transactions
contemplated hereby.

2.5 Authority;  Binding Nature of Agreement.  AMNEX has the requisite  corporate
power to enter into this Agreement and to carry out its  obligations  hereunder.
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 AMNEX and,  except for the  approval of the  Increased  Authorized
Capital  Certificate  of  Amendment  by the  stockholders  of  AMNEX,  no  other
corporate  proceedings  on the part of  AMNEX,  including,  without  limitation,
stockholder  approval,  are necessary to authorize the execution and delivery of
this Agreement and the  consummation of the  transactions  contemplated  hereby.
This  Agreement  constitutes  the valid and binding  obligation  of AMNEX and is
enforceable against AMNEX in accordance with its terms.

2.6  Financial  Statements.  The  unaudited  financial  statements  of  AMNEX at
September 30, 1996 and for the nine month period then ended, copies of which are
included in AMNEX's Form 10-Q for the period ended  September 30, 1996,  (a) are
true, correct and com plete, (b) are in accordance with the books and records of
AMNEX,  (c) fairly  present the financial  position of AMNEX as of such date and
the  results  of its  operations  for  such  period,  and (d) were  prepared  in
conformity with generally  accepted  accounting  prin ciples,  subject to normal
year-end audit adjustments which were not and will not be material in nature.

2.7  Liabilities.  As of September  30, 1996 (the "AMNEX  Balance  Sheet Date"),
AMNEX had no material debts, liabilities or obligations, contingent or absolute,
inchoate or  otherwise,  other than those  debts,  liabilities  and  obligations
reflected, referred to or reserved against in AMNEX's balance sheet at the AMNEX
Balance Sheet Date or the footnotes thereto.

                                        4

<PAGE>



2.8 Adverse Developments. Since the AMNEX Balance Sheet Date, there have been no
material  adverse  changes in the assets,  operations or financial  condition of
AMNEX  and the  AMNEX  Subsidiaries  taken as a whole,  there has been no act or
omission on the part of AMNEX,  any AMNEX  Subsidiary or others which would form
the  basis  for the  assertion  against  AMNEX or any  AMNEX  Subsidiary  of any
liability  or  obligation  that  would  be  material  to  AMNEX  and  the  AMNEX
Subsidiaries  taken as a whole,  no other  event  has  occurred  which  could be
reasonably  expected to have a  materially  adverse  effect upon the business of
AMNEX and the AMNEX  Subsidiaries  taken as a whole and,  except as described in
the SEC Reports (as hereinafter defined), AMNEX does not know of any development
or threatened development of a nature which could be reasonably expected to have
a  materially   adverse  effect  upon  the  business  of  AMNEX  and  the  AMNEX
Subsidiaries  taken  as a  whole  or  upon  any  of  their  assets,  properties,
operations or financial condition.

2.9  Litigation;  Compliance  with  Law.  Except as set  forth in  Schedule  2.9
attached  hereto,  there are no  actions,  suits,  proceedings  or  governmental
investigations  relating  to  AMNEX  or any  AMNEX  Subsidiary  or any of  their
respective properties, assets or business pending or, to the knowledge of AMNEX,
threatened,  or any order,  judgment,  injunction,  award or decree outstanding,
against  AMNEX or any AMNEX  Subsidiary  or against or  relating to any of their
respective  properties,  assets or business which would have a material  adverse
effect  on AMNEX  and the  AMNEX  Subsidiaries  taken as a  whole;  and,  to the
knowledge of AMNEX,  there has been no act or occurrence  which would reasonably
be  deemed  to  establish  a  basis  for  any  such  action,  suit,  proceeding,
governmental  investigation,  order,  injunction  or decree  which  would have a
material  adverse effect on AMNEX and the AMNEX  Subsidiaries  taken as a whole.
Except as set forth in Schedule 2.9,  neither AMNEX nor any AMNEX  Subsidiary is
in violation  of any law,  regulation,  ordinance,  order,  injunction,  decree,
award, or other  requirement of any governmental or other regulatory body, court
or arbitrator relating to their respective  properties,  assets or business, the
violation of which would have a material  adverse  effect on AMNEX and the AMNEX
Subsidiaries taken as a whole.

2.10  Permits and Licenses.  AMNEX and the AMNEX Subsidiaries have all permits, 
licenses, orders, franchises and approvals (collectively,  "Permits")  from  all
Federal, state, local and foreign governmental and other regulatory bodies 
(collectively, "Bodies") required to carry on their  respective  businesses as
presently conducted and to offer and sell their respective products and services
in all material respects; all such Permits are in full  force and  effect,  and,
to the knowledge of AMNEX, no suspension or cancellation of any of such Permits
is threatened;  and AMNEX and the AMNEX  Subsidiaries  are in  compliance in all
material respects with all requirements, standards and procedures of the Bodies
which have issued such Permits.

                                        5

<PAGE>





2.11  No Breach.  Neither the execution and delivery of this Agreement nor 
compliance by AMNEX with any of the provisions hereof nor the consummation of 
the transactions contemplated hereby will:

                  (a)      violate or conflict with any provision of the
Restated Certificate of Incorporation or By-laws, each as amended
to date, of AMNEX;

                  (b)  violate  or  result  in the  breach  of the  terms of any
agreement to which AMNEX or any AMNEX  Subsidiary  is a party or by which any of
them is bound,  the  violation or breach of which would have a material  adverse
effect on AMNEX and the AMNEX Subsidiaries taken as a whole;

                  (c)      violate any judgment, order, injunction, decree or
award against, or binding upon, AMNEX or any AMNEX Subsidiary;

                  (d) violate any law or regulation of any jurisdiction relating
to AMNEX or any AMNEX  Subsidiary,  the violation of which would have a material
adverse effect on AMNEX and the AMNEX Subsidiaries taken as a whole;

                  (e) result in the creation of any  security  interest or other
encumbrance  upon  any of  the  properties  or  assets  of  AMNEX  or any  AMNEX
Subsidiary,  the  creation  of which would have a material  adverse  effect upon
AMNEX and the AMNEX Subsidiaries taken as a whole;

                  (f) result in a reduction in the exercise price of any rights,
options or warrants for the purchase  of, or a reduction  in the  conversion  or
exchange price of any convertible or exchangeable securities for the acquisition
of, shares of AMNEX Common Stock; or

                                        6

<PAGE>



                  (g) result in the issuance of any  additional  shares of AMNEX
Common Stock pursuant to any (i) rights,  options or warrants,  (ii) convertible
or exchangeable securities or (iii) preemptive or other similar rights.

2.12 Brokers.  AMNEX has not engaged,  consented  to, or authorized  any broker,
finder, investment banker or other third party to act on its behalf, directly or
indirectly,   as  a  broker  or  finder  in  connection  with  the  transactions
contemplated by this Agreement.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF GALESI

                  Galesi makes the following  representations  and warranties to
AMNEX with respect to itself and to GTI:

3.1 Valid Corporate  Existence.  GTI is a corporation  duly  organized,  validly
existing and in good standing  under the laws of the State of New York.  GTI has
the requisite  corporate  power to carry on its business as now conducted and to
own its assets. GTI is qualified to do business as a foreign corporation in each
jurisdiction  in which it is  required  to be so  qualified,  except  where  the
failure to be so qualified  would not have a material  adverse effect on GTI and
the GTI Subsidiaries (as hereinafter  defined),  taken as a whole. The copies of
GTI's Certificate of Incorporation  and By-laws,  each as amended to date, which
have  heretofore  been delivered to AMNEX,  are true and complete copies of such
documents as now in effect.

3.2      Capitalization.

                  (a) The  authorized  capital  stock of GTI  consists of 10,000
shares of Common Stock,  of which 100 shares are issued and  outstanding  (92 of
which are owned of record  and  beneficially  by  Galesi).  All the  issued  and
outstanding  shares of GTI Common Stock have been validly  issued and fully paid
and are nonassessable, subject to the provisions of Section 630.

                  (b) Except as set forth in Schedule 3.2 attached hereto, there
are no commitments to which GTI is a party, or by which it is bound, calling for
the issuance,  sale or other  disposition  of any class of securities of GTI and
there are no outstanding securities of GTI convertible into or exchangeable for
shares of GTI Common Stock or any other securities of GTI.

                                        7

<PAGE>


3.3 Subsidiaries. Schedule 3.3 attached hereto sets forth a complete list of the
names and  jurisdictions of incorporation of all corporations and other business
entities owned by GTI (collectively,  the "GTI  Subsidiaries").  Each of the GTI
Subsidiaries is a corporation or similar entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its  incorporation or
formation  and has the  requisite  corporate  or  similar  power to carry on its
business  as now  conducted  and to own  its  assets.  Each  GTI  Subsidiary  is
qualified  to do business  as a foreign  corporation  or similar  entity in each
jurisdiction  in which it is  required  to be so  qualified,  except  where  the
failure to be so qualified  would not have a material  adverse effect on GTI and
the GTI Subsidiaries taken as a whole.  Except as set forth on Schedule 3.3, all
the  outstanding  capital  stock or other  voting  interests  of each of the GTI
Subsidiaries is owned by GTI.

3.4 Consents.  No filings with or consents of governmental  or other  regulatory
agencies,  foreign or domestic,  or of other  parties are required to be made or
received  by or on the part of Galesi or GTI to enable  Galesi to enter into and
carry out this Agreement and the transactions contemplated hereby.

3.5 Authority;  Binding  Nature of Agreement.  Galesi and GTI have the requisite
power to enter into this Agreement and to carry out their respective obligations
hereunder.  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 GTI  and no  other  corporate  proceedings  on the  part  of  GTI,
including, without limitation,  stockholder approval, are necessary to authorize
the  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby.  This  Agreement  constitutes  the valid and
binding  obligation of Galesi and GTI and is enforceable in accordance  with its
terms.

3.6  Financial Statements.  The unaudited financial statements of GTI at August
31, 1996 and for the eight month period then ended, and the unaudited 
consolidated balance sheet as of October 31, 1996 of Telit (as hereinafter
defined), copies of which are attached hereto as Schedule 3.6, (a) are true, 
correct and  complete, (b) are in accordance  with the books and records of GTI,
(c) fairly  present the financial position  of GTI as of such  date and the 
results  of its  operations for such period, and (d) except as noted in Schedule
3.6,  were prepared in conformity with generally accepted accounting principles,
subject to normal year-end audit adjustments which were not and will not be 
material in nature.


                                        8

<PAGE>





3.7 Liabilities.  As of August 31, 1996 (the "GTI Balance Sheet Date"),  GTI had
no material debts, liabilities or obligations,  contingent or absolute, inchoate
or otherwise,  other than those debts,  liabilities and  obligations  reflected,
referred to or reserved  against in GTI's balance sheet at the GTI Balance Sheet
Date or the footnotes thereto.

3.8 Adverse  Developments.  Since the GTI Balance Sheet Date, there have been no
material adverse changes in the assets, operations or financial condition of GTI
and the GTI Subsidiaries  taken as a whole, there has been no act or omission on
the part of GTI any GTI  Subsidiary or others which would form the basis for the
assertion  against GTI or any GTI Subsidiary of any liability or obligation that
would be material  to GTI and the GTI  Subsidiaries  taken as a whole,  no other
event has  occurred  which could be  reasonably  expected  to have a  materially
adverse  effect  upon the  business of GTI and the GTI  Subsidiaries  taken as a
whole,  GTI does not know of any  development  or  threatened  development  of a
nature which could be reasonably  expected to have a materially  adverse  effect
upon the business of GTI and the GTI  Subsidiaries  taken as a whole or upon any
of their assets, properties, operations or financial condition.

3.9  Litigation;  Compliance  with  Law.  Except as set  forth in  Schedule  3.9
attached  hereto,  there are no  actions,  suits,  proceedings  or  governmental
investigations  relating to GTI or any GTI Subsidiary or any of their respective
properties,  assets or business  pending or, to the knowledge of GTI threatened,
or any order, judgment, injunction, award or decree outstanding,  against GTI or
any GTI Subsidiary or against or relating to any of their respective properties,
assets or business which would have a material adverse effect on GTI and the GTI
Subsidiaries  taken as a whole;  and, to the knowledge of GTI, there has been no
act or occurrence  which would reasonably be deemed to establish a basis for any
such action, suit, proceeding, governmental investigation, order,  injunction or
decree which would have a material  adverse  effect on GTI and the GTI 
Subsidiaries taken as a whole.  Except as set forth in Schedule 3.9, neither GTI
nor any GTI  Subsidiary  is in  violation  of any law,  regulation, ordinance,
order,  injunction,  decree,  award,  or  other  requirement of any governmental
or other regulatory body, court or arbitrator  relating to their respective
properties, assets or business, the violation of which would have a material
adverse effect on GTI and the GTI Subsidiaries taken as a whole.

                                        9

<PAGE>





3.10 Permits and Licenses.  GTI and the GTI  Subsidiaries  have all Permits from
all  Bodies  required  to carry  on their  respective  businesses  as  presently
conducted and as  contemplated to be conducted as set forth in the Business Plan
(as  hereinafter  defined) and to offer and sell their  respective  products and
services  in all  material  respects;  all such  Permits  are in full  force and
effect,  and, to the knowledge of GTI, no suspension or  cancellation  of any of
such Permits is threatened;  and GTI and the GTI  Subsidiaries are in compliance
in all material respects with all requirements,  standards and procedures of the
Bodies which have issued such Permits.

3.11     No Breach.  Neither the execution and delivery of this Agreement nor
compliance by Galesi or GTI with any of the provisions hereof nor the 
consummation of the transactions contemplated hereby will:

                  (a)      violate or conflict with any provision of the
Certificate of Incorporation or By-laws, each as amended to date,
of GTI;

                  (b)  violate  or  result  in the  breach  of the  terms of any
material  agreement to which Galesi,  GTI or any GTI Subsidiary is a party or by
which any of them is bound,  the  violation  or  breach  of which  would  have a
material adverse effect on GTI and the GTI Subsidiaries taken as a whole;

                  (c)      violate any judgment, order, injunction, decree or
award against, or binding upon, GTI or any GTI Subsidiary;

                  (d)      violate any law or regulation of any jurisdiction
relating to GTI or any GTI Subsidiary, the violation of which would have a 
material adverse effect on GTI and the GTI Subsidiaries taken as a whole;

                                       10

<PAGE>





                  (e) result in the creation of any  security  interest or other
encumbrance  upon any of the properties or assets of GTI or any GTI  Subsidiary,
the creation of which would have a material  adverse effect upon GTI and the GTI
Subsidiaries taken as a whole;

                  (f) result in a reduction in the exercise price of any rights,
options or warrants for the purchase  of, or a reduction  in the  conversion  or
exchange price of any convertible or exchangeable securities for the acquisition
of, shares of GTI Common Stock; or

                  (g) result in the  issuance  of any  additional  shares of GTI
Common Stock pursuant to any (i) rights,  options or warrants,  (ii) convertible
or exchangeable securities or (iii) preemptive or other similar rights.

3.12 Brokers.  Neither  Galesi nor GTI has engaged,  consented to, or authorized
any broker, finder, investment banker or other third party to act on its behalf,
directly  or  indirectly,   as  a  broker  or  finder  in  connection  with  the
transactions contemplated by this Agreement.

3.13 Title to Shares. Galesi owns outright the GTI Shares, free and clear of any
and all security interests,  liens, encumbrances,  pledges, claims and rights of
any third party.

3.14 Business  Plan. The  statements  contained in GTI's  Business  Plan,  dated
November 30, 1996 (the Business  Plan"),  a copy of which is attached  hereto as
Schedule 3.14, are true and complete in all material respects.







                                       11

<PAGE>
                                   ARTICLE IV

                            ACQUISITION OF SECURITIES

                  Galesi makes the following  representations  and warranties to
AMNEX:


4.1  Investment Representations.

                  (a) Galesi is acquiring  the Series L Preferred  Stock and the
Warrants  and,  in the event of a  conversion  of the Series L  Preferred  Stock
and/or an exercise of the Warrants,  will be acquiring the Conversion  Stock and
the Warrant Stock (the Series L Preferred Stock, Warrants,  Conversion Stock and
Warrant Stock being collectively  referred to as the "Securities"),  for his own
account,  for  investment  and not  with a view to the  resale  or  distribution
thereof  within  the  meaning of the  Securities  Act of 1933,  as amended  (the
"Securities  Act").  Galesi  further  represents  and warrants that he shall not
sell, assign,  encumber, or otherwise dispose of any of the foregoing securities
unless  (i) a  registration  statement  under the  Securities  Act with  respect
thereto is in effect and the prospectus  included therein meets the requirements
of  Section  10 of the  Securities  Act,  or (ii)  AMNEX has  received a written
opinion from its counsel that,  after an  investigation  of the relevant  facts,
such counsel is of the opinion that such proposed  sale,  assignment,  transfer,
encumbrance or disposition  does not require  registration  under the Securities
Act. Galesi  acknowledges  and agrees that the stock  certificate(s)  evidencing
ownership of the Securities which he receives shall bear the following legend:

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under  the  Securities  Act of  1933,  as  amended,  or the
         securities laws of any state.  These  securities have been acquired for
         investment and not for  distribution  or resale.  They may not be sold,
         assigned,  mortgaged, pledged, hypothecated or otherwise transferred or
         disposed  of  without  an  effective  registration  statement  for such
         securities  under such Act and any  applicable  state  securities  laws
         covering such  securities,  or an opinion of counsel to AMNEX that such
         registration is not required."

                  (b) Galesi  understands  that none of the Securities have been
registered  under the Securities Act or any state securities laws and, except as
provided for in Article V hereof,  there is no agreement on the part of AMNEX to
register any of the Securities thereunder.


                                       12

<PAGE>



                  (c) It is understood  and agreed that the  Securities  are not
being  registered  under the Securities Act due to AMNEX's reliance upon Section
4(2) thereof,  which section provides an exemption from registration for certain
transactions by an issuer not involving any public offering,  and Galesi further
acknowledges that AMNEX's reliance thereon is predicated on his  representations
and warranties contained in this Agreement.

4.2  Additional Representations.

                  (a) Galesi is able to bear the economic risks of an investment
in each of the Securities,  including,  without limitation, the risk of the loss
of part or all of his  investment  and the  inability  to sell or  transfer  the
Securities  until such Securities are registered  under the Securities Act or an
exemption  from  registration  is  available;   subject,   however,  to  AMNEX's
obligations  with regard to the  registration  of the  Conversion  Stock and the
Warrant Stock under the Securities Act in accordance with Article V hereof.

                  (b)  Galesi  is an  "accredited  investor",  as  such  term is
defined in Rule 501(a),  promulgated  under the Securities  Act, or he, alone or
with his purchaser representative,  if any, has such knowledge and experience in
financial and business  matters that he is capable of evaluating  the merits and
risks of an  investment  in each of the  Securities.  Galesi  will  execute  and
deliver  to AMNEX such  documents  as AMNEX may  reasonably  request in order to
confirm the accuracy of the foregoing.  Galesi acknowledges that the acquisition
of the Securities may entail significant risks.

                  (c) Galesi has reviewed AMNEX's Annual Report on Form 10-K for
the year ended December 31, 1995,  Forms 10-Q for the fiscal periods ended March
31, 1996,  June 30, 1996 and  September  30, 1996 and Forms 8-K for events dated
October  4,  1995,  June  28,  1996  and  November  20,  1996,  each as  amended
(collectively,  the "SEC  Reports"),  and has been afforded the  opportunity  to
obtain  such  other  information  as  Galesi  requested  from  AMNEX in order to
evaluate the merits and risks of an investment in each of the Securities.





                                       13

<PAGE>



                                    ARTICLE V

                             REGISTRATION OBLIGATION

5.1 Registration  Obligation.  AMNEX agrees that, commencing no earlier than the
540th day but no later  than the  630th  day  after the date of this  Agreement,
AMNEX shall file with the Securities and Exchange  Commission (the "Commission")
a registration  statement  under the Securities Act on Form S-3 (or, should Form
S-3 be unavailable to AMNEX, on another appropriate form) registering all of the
Conversion  Stock and the Warrant  Common Stock or, if the Increased  Authorized
Capital  Certificate of Amendment shall not have theretofore been filed with the
Secretary  of State of New York,  then all of the Series L  Preferred  Stock and
Warrant  Preferred Stock (the Conversion Stock,  Warrant Common Stock,  Series L
Preferred  Stock and Warrant  Preferred  Stock  collectively  referred to as the
"Registration  Stock") under the Securities Act, and thereafter,  AMNEX will use
its best efforts to (i) cause the Registration Stock to be registered,  and (ii)
cause such  registration  statement  to remain  effective in order to permit the
resale to the public of the Registration Stock for a period of 180 days from the
effective date thereof.

5.2  Obligations of AMNEX. As to the registration statement referred to in 
Section 5.1, AMNEX shall:

                  (a)  prepare  and file  with  the  Commission  a  registration
statement on an appropriate form with respect to the Registration  Stock and use
its best efforts to have such registration  statement  declared effective within
sixty (60) days after filing with the Commission;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
current for a period of not less than 180 days and to comply with the provisions
of Securities Act with respect to the  disposition of all shares covered by such
registration  statement,  including such  amendments  and  supplements as may be
necessary to reflect the intended method of disposition from time to time of the
prospective seller or sellers of Registration Stock (individually,  the "Selling
Stockholder" and collectively, the "Selling Stockholders");

                                       14

<PAGE>



                  (c) furnish to each Selling Stockholder such reasonable number
of  copies  of  any  prospectus   (including  any  supplemental  or  preliminary
prospectus), in conformity with the requirements of the Securities Act, and such
other documents as such Selling  Stockholder may reasonably  request in order to
effect the offering and sale of the Registration Stock being offered and sold by
such Selling Stockholder,  but only while AMNEX is required under the provisions
hereof to use its best  efforts to cause the  registration  statement  to remain
current;

                  (d) use its best  efforts to register  or  qualify,  not later
than the effective date of such registration  statement,  the Registration Stock
registered  thereunder  under the "blue  sky" or other  applicable  laws of such
jurisdictions as each prospective Selling Stockholder may reasonably request, to
enable such Selling  Stockholder to consummate (upon the registration  statement
being declared effective by the Commission) the public sale or other disposition
in  such   jurisdictions  of  the  Registration  Stock  owned  by  such  Selling
Stockholder;  provided,  however,  that in no event shall AMNEX be  obligated to
qualify as a foreign  corporation  or as a dealer in securities or to execute or
file any general  consent to service of process under the laws of any such state
where it is not at such time so qualified or subject;

                  (e)  notify  Galesi,  and  any  other  holders  of  shares  of
Registration Stock, and confirm such notice in writing, (i) when a prospectus or
any prospectus  supplement or post-effective  amendment has been filed and, with
respect to a registration  statement or any post-effective  amendment,  when the
same has become  effective  under the Securities Act and each  applicable  state
law,  (ii) of any  request  by the  Commission  or any  other  Federal  or state
governmental authority for amendments or supplements to a registration statement
or related  prospectus or for additional  information,  (iii) of the issuance by
the Commission of any stop order suspending the  effectiveness of a registration
statement or the  initiation of any  proceedings  for that purpose,  (iv) of the
receipt  by AMNEX of any  notification  with  respect to the  suspension  of the
qualification or exemption from  qualification of any of the Registration  Stock
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such  purpose,  (v) of the  happening of any event which makes any statement
made in such  registration  statement  or  related  prospectus  or any  document
incorporated or deemed to be incorporated therein by reference

                                       15

<PAGE>



untrue in any  material  respect or that  requires  the making of any changes in
such registration statement, prospectus or documents so that, in the case of the
registration  statement,  it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading, and that in the case of
the prospectus,  it will not contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  and (vi) of  AMNEX's  reasonable  determination  that a
post-effective amendment to a registration amendment would be appropriate;

                  (f) use its commercially reasonable best efforts to obtain the
withdrawal  of  any  order  suspending  the   effectiveness  of  a  registration
statement,  or the lifting of any suspension of the  qualification (or exemption
from   qualification)  of  any  of  the  Registration  Stock  for  sale  in  any
jurisdiction, at the earliest practicable moment;

                  (g) use its commercially reasonable best efforts to cause such
Registration  Stock to be registered with or approved by such other governmental
agencies  or  authorities  as may be  necessary  by virtue of the  business  and
operations of AMNEX so as to permit Galesi to be able to freely sell,  pledge or
dispose of such shares, subject to applicable  restrictions relating to the fact
that Galesi is or may be an affiliate of AMNEX;

                  (h) use its commercially  reasonable best efforts to cause all
such  Registration  Stock to be  listed  on each  securities  exchange  on which
similar  securities  issued  by  AMNEX  are then  listed  or  quoted  and on any
inter-dealer  quotation system on which similar  securities  issued by AMNEX are
then quoted; and

                  (i)      cooperate in any filings to be made with the
National Association of Securities Dealers, Inc.

5.3  Expenses.  Except as  provided  below,  the  expenses  of the  registration
statement pursuant to Section 5.1, and the state qualifications  related thereto
pursuant to Section  5.2(d),  shall be borne by AMNEX.  The expenses of any such
registration and qualifications shall include, but not be limited to (a) AMNEX's

                                       16

<PAGE>



internal expenses (including,  without limitation,  all salaries and expenses of
its officers and employees  performing legal or accounting  duties);  (b) to the
extent not already  incurred,  the fees and expenses incurred in connection with
the listing on an exchange or inter-dealer  quotation system of the Registration
Stock; (c) all registration and filing fees (including, without limitation, with
respect  to  filings  to be made with the  National  Association  of  Securities
Dealers,  Inc.); (d) fees and expenses of compliance with securities or blue sky
laws (including  reasonable fees and disbursements of counsel in connection with
blue sky  qualifications of the Registration  Stock);  (e) printing expenses and
engraving expenses; (f) fees and disbursements of counsel to AMNEX and customary
fees and expenses  for  independent  certified  public  accountants  retained by
AMNEX;  (g) the reasonable fees and expenses of any special experts  retained by
AMNEX. However,  under no circumstances shall AMNEX be liable or responsible for
the fees and expenses of any Selling Stockholder, or of its counsel, incurred in
connection with any registration or for underwriting or brokerage  discounts and
commissions  or  transfer  taxes  payable  in  connection  with  any sale of the
Registration Stock included in a registration statement.

5.4  Indemnification.

                  (a) To the  extent  permitted  by law,  AMNEX  will  indemnify
Galesi and each other  holder of  Registration  Stock and each  underwriter  and
selling  broker of the  securities  so registered  and each of their  respective
successors (collectively,  "Indemnitees") against all expenses,  claims, losses,
damages and liabilities (or actions in respect  thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any prospectus, offering circular or other document incident to any
registration,  qualification  or  compliance  (or  in any  related  registration
statement,  notification  or the like) or any 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 the light of the circumstances in which
they were made, or any violation by AMNEX of any rule or regulation  promulgated
under the Securities Act and/or the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  applicable  to AMNEX and relating to action or inaction
required of AMNEX in connection  with any such  registration,  qualification  or
compliance,  and will reimburse each such Indemnitee for any legal and any other
expenses

                                       17

<PAGE>



reasonably incurred in connection with investigating,  defending and/or settling
any such expense, claim, loss, damage, liability or action;  provided,  however,
that AMNEX will not be liable in any such case to any  Indemnitee  to the extent
that any such expense,  claim, loss, damage or liability is caused by any untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity  with written  information  furnished to AMNEX by an instrument  duly
executed by such  Indemnitee and stated to be  specifically  for use therein and
except that the foregoing  indemnity agreement is subject to the condition that,
insofar as it relates to any such untrue statement (or alleged untrue statement)
or  omission  (or  alleged  omission)  made in the  preliminary  prospectus  but
eliminated or remedied in the amended  prospectus on file with the Commission at
the  time  the  registration  statement  becomes  effective  or in  the  amended
prospectus  filed  with the  Commission  pursuant  to Rule  424(b)  (the  "Final
Prospectus"),  such  indemnity  agreement  shall not inure to the  benefit of an
underwriter, or an Indemnitee if there is no underwriter, if a copy of the Final
Prospectus  was not  furnished  to the  person  or  entity  asserting  the loss,
liability,  claim or damage by such underwriter or Indemnitee at or prior to the
time such furnishing is required by the Securities Act; provided  further,  that
this indemnity  shall not be deemed to relieve any underwriter of any of its due
diligence  obligations;  and  provided  further,  that the  indemnity  agreement
contained in this section  shall not apply to amounts paid in  settlement of any
such claim,  loss,  damage,  liability or action if such  settlement is effected
without the consent of AMNEX, which consent shall not be unreasonably withheld.

                  (b) To the extent  permitted  by law,  Galesi  will  indemnify
AMNEX and its officers and directors and each person, if any, who controls AMNEX
within the  meaning of Section  15 of the  Securities  Act and their  respective
successors  against all claims,  losses,  damages and  liabilities or actions in
respect thereof arising out of or based on violation of any untrue statement (or
alleged  untrue  statement)  of a material  fact  contained  in any  prospectus,
offering circular or other document incident to any registration,  qualification
or compliance (or in any related  registration  statement,  notification  or the
like) or any 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 the light of the  circumstances  in which they were made and will
reimburse AMNEX and each other person indemnified

                                       18

<PAGE>



pursuant to this paragraph (b) for any legal and any other  expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability or action;  provided,  however, that this paragraph (b) shall
apply only if (and only to the extent that) such  statement or omission was made
in reliance upon and in conformity with written information (including,  without
limitation,  written negative  responses to inquiries)  furnished to AMNEX by an
instrument duly executed by Galesi and stated to be specifically for use in such
prospectus,  offering  circular  or  other  document  (or  related  registration
statement,  notification  or the like) or any amendment or  supplement  thereto;
provided further,  that the indemnity  agreement contained in this paragraph (b)
shall not apply to amounts paid in settlement of any such claim,  loss,  damage,
liability  or action if such  settlement  is  effected  without  the  consent of
Galesi, which consent shall not be unreasonably  withheld; and provided further,
that the  obligations  of Galesi  shall be  limited  to an  amount  equal to the
proceeds to Galesi of Registration  Stock sold, unless such claim, loss, damage,
liability or action resulted from Galesi's fraudulent misconduct.

         (c) Each party entitled to indemnification  hereunder (the "indemnified
party") shall give notice to the party required to provide  indemnification (the
"indemnifying party") promptly after such indemnified party has actual knowledge
of any  claim  as to  which  indemnity  may be  sought,  and  shall  permit  the
indemnifying  party (at its  expense)  to assume the defense of any claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  indemnifying
party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
reasonably  satisfactory to the indemnified party, and the indemnified party may
participate in such defense at such party's expense, and provided further,  that
the omission by any  indemnified  party to give notice as provided  herein shall
not relieve  the  indemnifying  party of its  obligations  under this  Agreement
except to the extent that the omission  results in a failure of actual notice to
the indemnifying party and such indemnifying party is damaged solely as a result
of the failure to give notice. No indemnifying party, in the defense of any such
claim or litigation,  shall,  except with the consent of each indemnified party,
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  indemnified  party of a release  from all  liability in respect to such
claim or litigation.

                                       19

<PAGE>



         (d) The  reimbursement  required  by this  Agreement  shall  be made by
periodic payments during the course of the investigation or defense, as and when
bills are received or expenses incurred.

         (e)  If  the   indemnification   provided  for  in  this  Agreement  is
unavailable to an indemnified party in respect of any losses,  claims,  damages,
liabilities or judgments  referred to herein,  then each indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities and judgments as between the indemnifying party on the one
hand  and  the  indemnified  party  on  the  other,  in  such  proportion  as is
appropriate to reflect the relative fault of the  indemnifying  party and of the
indemnified  party in connection with the statements or omissions which resulted
in such losses, claims, damages,  liabilities or judgments, as well as any other
relevant equitable  considerations.  The relative fault of the indemnified party
on the one hand and of the  indemnifying  party on the other shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement  of a material  fact or the  omission  or alleged  omission to state a
material fact relates to  information  supplied by such party,  and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Agreement were determined
by pro rata allocation or by any other method of allocation  which does not take
account of the equitable  considerations  referred to above.  The amount paid or
payable by an  indemnified  party as a result of the  losses,  claims,  damages,
liabilities or judgments  referred to above shall be deemed to include,  subject
to the  limitations  set forth  above,  any legal or other  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim.  Notwithstanding  the  provisions  of this  Agreement,
Galesi shall not be required to contribute any amount in excess of the amount by
which the total price at which the Registration  Stock of Galesi were offered to
the public  exceeds the amount of any damages  which Galesi has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                                       20

<PAGE>



5.5  Obligations  of Galesi.  As to the  registration  statement  referred to in
Section  5.1,  Galesi  shall  provide  AMNEX with a written  description  of the
proposed  method  or  methods  of  distribution   of  the   Registration   Stock
contemplated  by Galesi and such other  information as may be required by AMNEX,
and  AMNEX  shall  include  such  description  and  other   information  in  the
registration statement and file any and all amendments and supplements necessary
in connection therewith.

                                   ARTICLE VI

                              ADDITIONAL COVENANTS

6.1 Certificate of Amendment. As soon as is reasonably practicable following the
date  hereof,  AMNEX will  submit to its  stockholders  for  approval a proposed
Certificate  of Amendment to its  Certificate  of  Incorporation  as a result of
which there will be a  sufficient  number of  authorized  shares of Common Stock
available for issuance upon the  conversion of the Series L Preferred  Stock and
any Warrant  Preferred  Stock into the  Conversion  Stock,  the  exercise of the
Warrants for the purchase of the Warrant  Common Stock,  and the exercise of any
and all other  outstanding  purchase,  exchange  or  conversion  rights  for the
acquisition of shares of AMNEX Common Stock (the "Increased  Authorized  Capital
Certificate  of  Amendment").  In  the  event  stockholder  approval  is  not so
obtained,  AMNEX will submit the Increased  Authorized  Capital  Certificate  of
Amendment  to  its   stockholders   for  approval  at  subsequent   meetings  of
stockholders of AMNEX.

6.2 Board of Directors.  (a) AMNEX hereby represents that its Board of Directors
(the  "AMNEX  Board") has duly  elected  Galesi as a director of AMNEX to fill a
vacancy on the AMNEX Board, such election to be effective upon the execution and
delivery of this Agreement by the parties hereto.

                  (b) Galesi hereby  represents that he, as sole  shareholder of
GTI, or the Board of Directors  of GTI (the "GTI Board") has duly elected  Peter
M. Izzo,  Jr.  ("Izzo") as a director of GTI to fill a vacancy on the GTI Board,
such election to be effective  upon the execution and delivery of this Agreement
by the  parties  hereto.  Alternatively,  at the  option  of  Izzo,  he shall be
entitled to attend, in a nonvoting observer capacity, meetings of GTI's Board of
Directors, participate in discussions of matters

                                       21

<PAGE>



brought to the GTI Board, and obtain copies of all notices,  minutes,  consents,
and other material provided to GTI's directors.

                  (c) AMNEX  agrees to indemnify  Galesi as a director  thereof,
and GTI and Galesi, jointly and severally, agree to indemnify Izzo as a director
of GTI, to the fullest extent permitted by applicable law.

6.3  Business  Arrangements  between  AMNEX  and  GTI  and  TELIT.  The  parties
acknowledge  that AMNEX,  through various  wholly-owned  subsidiaries,  provides
telecommunications  services through its switch(es) located in the United States
and   that   GTI  and  its   wholly-owned   subsidiary,   TELIT/Galesi   Telecom
International,  A.B. ("TELIT"), provide telecommunication services through their
switch(es)  located in Europe.  Each party hereto shall use its reasonable  best
efforts to utilize the other party's  telecommunications  network system for the
termination of telephone calls in areas served by the other party's  switch(es).
Additionally,  Galesi shall cause TELIT to use its reasonable best efforts under
its equipment  purchase  agreement with Ericsson Telecom,  A.B. to provide AMNEX
and/or AMNEX Subsidiaries with discounted equipment purchase prices.

6.4 Issuance of Securities.  Galesi and GTI, jointly and severally, covenant and
agree that,  for so long as AMNEX is a  shareholder  of GTI,  GTI will issue its
shares of capital  stock,  as well as securities  that are  exercisable  for the
purchase of,  exchangeable  for or convertible into shares of its capital stock,
only for a consideration that is fair and adequate.

6.5 Section 630 Indemnity. Galesi and GTI, jointly and severally, will indemnify
AMNEX and hold it harmless  against all expenses,  claims,  losses,  damages and
liabilities  (or actions in respect  thereof),  and will reimburse AMNEX for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating,  defending and/or settling any such expense, claim, loss, damage,
liability or action, arising out of or based on AMNEX being allegedly subject to
liability under Section 630 as a shareholder of GTI.


                                       22

<PAGE>



6.6  Sole International Telecommunications Vehicle.

                  (a) Galesi  covenants and agrees that, for so long as AMNEX is
a  shareholder  of GTI, he shall  utilize GTI as his sole vehicle with regard to
the  conduct of  international  telecommunications  business  and,  accordingly,
covenants and agrees that, in the event any business  opportunity  which relates
to international telecommunications is offered to him, either:

                           (i)(A)  he shall first offer such opportunity to
GTI,  for a  reasonable  period of time,  on the same  terms and  conditions  as
offered  to him,  (B) in the event  GTI is  unwilling  or unable to accept  such
opportunity  due  to a  lack  of  financing  but  would  otherwise  accept  such
opportunity and, in order for Galesi to accept such opportunity he would need to
invest  funds,  Galesi  shall  negotiate  with  GTI,  in  good  faith  and on an
arm's-length basis, the terms and conditions of an investment of funds by Galesi
into GTI for such  purpose and (C) in the event GTI is  otherwise  unwilling  or
unable to accept such opportunity, Galesi shall offer such opportunity to AMNEX,
or its  designee,  for a  reasonable  period  of  time,  on the same  terms  and
conditions as offered to him,  prior to accepting same (except that, if Izzo, as
a director of GTI, shall have voted against GTI accepting such opportunity, then
Galesi need not offer the opportunity to AMNEX or its designee); or

                           (ii)  in the event he desires to consummate such
opportunity  without following the foregoing  procedures,  (A) he shall offer to
contribute to GTI the business and/or assets acquired in  consideration  for (I)
the  issuance  by GTI to him of such  securities  of GTI as Galesi and GTI shall
agree,  in good faith and on an  arm's-length  basis,  has a value  equal to the
consideration  paid or payable by Galesi to the third party or (II) the transfer
by GTI to him of consideration  equal to, and on the same terms as, that paid or
payable  by Galesi to the third  party  ((I) or (II) being at the option of GTI)
and (B) in the event GTI is unwilling to acquire such business and/or assets, or
Galesi and GTI are unable to agree upon the kind or amount of GTI  securities to
be issued  therefor,  then Galesi shall offer to AMNEX,  or its designee,  for a
reasonable  period of time,  the  opportunity  to acquire such  business  and/or
assets on the same terms and  conditions as acquired by Galesi  (except that, if
Izzo, as a

                                       23

<PAGE>



director of GTI,  shall have voted  against GTI acquiring  such business  and/or
assets,  as  opposed  to being  unable  to agree  upon the kind or amount of GTI
securities  to be issued  therefor,  then Galesi need not offer to transfer such
business and/or assets to AMNEX or its designee).

                  (b)  Galesi  represents  and  warrants  that,  as of the  date
hereof,  except  as  set  forth  on  Schedule  6.6,  he has  no  interest  in or
relationship with any entity, other than GTI, which is engaged or proposes to be
engaged  in the  international  telecommunications  business  and  there  are no
transactions pending or contemplated with regard to any such other entity.

6.7 Lock-up Agreement. Galesi covenants and agrees that, for a period of two (2)
years from the date hereof,  he will not sell,  transfer or otherwise dispose of
the  Conversion  Stock,  Warrant  Stock or Series L Preferred  Stock without the
prior written consent of AMNEX.  Notwithstanding the foregoing,  Galesi may make
private transfers of any such securities  provided that the transferee agrees in
writing with AMNEX to be bound by the provisions of this Section 6.7.

6.8  Tag-along Right.

                  (a) If Galesi shall  receive a bona fide written  offer from a
third  party (the  "Buyer")  to  purchase  or  otherwise  transfer  for value an
aggregate  of 50% or more of the issued and  outstanding  GTI Common  Stock,  he
shall so notify AMNEX (the "Tag Along  Notice") and  thereupon  AMNEX shall have
the right to require Galesi,  as a condition to his sale of shares of GTI Common
Stock to the Buyer,  to cause the Buyer to purchase such number of shares of GTI
Common Stock held by AMNEX  (subject to the  limitation in paragraph (b) hereof)
as it may designate by written notice ("Notice of Election") delivered to Galesi
within twenty (20) days following the date of the Tag Along Notice. Galesi shall
notify the Buyer of the  requirements  of this Section 6.8 and shall  transmit a
copy of the Notice of Election to the Buyer.  The purchase  price for the shares
of GTI Common Stock  designated in AMNEX's  Notice of Election shall be equal to
the price per share  offered  by the Buyer for the  shares of GTI  Common  Stock
subject to the offer of the  Buyer.  Such  price  offered by the Buyer  shall be
deemed to include  any  consideration  received or to be  received,  directly or
indirectly, by Galesi or any affiliate thereof in addition to the stated
purchase  price for the shares of GTI Common  Stock other than in  exchange  for
good, valuable and fair consideration.
                                       24

<PAGE>





                  (b) In the event the Buyer is unwilling to purchase all of the
shares of GTI Common  Stock set forth in the Notice of  Election,  then it shall
acquire  that  number of shares of GTI  Common  Stock  subject  to the bona fide
written offer (or greater number as the Buyer shall agree) from Galesi and AMNEX
according to their pro rata interest,  which shall mean the aggregate  number of
shares  of GTI  Common  Stock to be  purchased  multiplied  by a  fraction,  the
numerator of which shall equal the number of shares of GTI Common Stock  offered
to be purchased by the Buyer (with respect to Galesi) or the number of shares of
GTI Common Stock set forth in the Notice of Election (with respect to AMNEX) and
the  denominator  of which shall equal the total  number of shares of GTI Common
Stock so offered to be purchased or set forth in the Notice of Election.

                  (c) In the event of any sale in violation of the provisions of
this Section 6.8, at the election of AMNEX, Galesi shall purchase from AMNEX the
number of shares of GTI Common Stock as AMNEX may have  designated by its Notice
of Election,  at the purchase price calculated as set forth herein,  and to hold
AMNEX  harmless from and against any and all costs,  expenses,  claims,  losses,
damages  and  liabilities,  together  with all  reasonable  costs  and  expenses
relating thereto (including legal and accounting fees and expenses) arising from
any violation of this Section.

6.9 Legends.  The certificate  representing the Series L Preferred Stock and any
certificates  issued  representing  the Conversion Stock and Warrant Stock shall
contain a legend to reflect that they are held subject to the provisions of this
Article VI.

6.10  Further  Assurances.  On and after the date  hereof,  AMNEX Galesi and GTI
shall take all such  further  actions and  execute and deliver all such  further
instruments  and documents as may be necessary or  appropriate  to carry out the
transactions contemplated by this Agreement.







                                       25

<PAGE>



                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

7.1  Expenses.  Each of the parties shall bear its own expenses in connection
herewith.

7.2  Survival.  The parties  agree that their  respective  representa  tions and
warranties  contained  in this  Agreement  shall  survive  the date hereof for a
period of two years with the  exception  of those set forth in Article IV hereof
which shall survive for an indefinite duration.

7.3  Publicity.  The parties  agree that no  publicity,  release or other public
announcement concerning the transactions contemplated by this Agreement shall be
issued by any party  without the advance  written  approval of both the form and
substance of the same by AMNEX and Galesi,  which  approval,  in the case of any
publicity,  release or other public  announcement  required by applicable law or
regulation,  shall not be  unreasonably  withheld or delayed.  The parties agree
that this Agreement,  including or excluding the schedules  attached hereto,  as
well as a  description  of the  terms  thereof,  may be filed by AMNEX  with the
Commission pursuant to the requirements of applicable law or regulation.

7.4 Entire Agreement.  This Agreement,  including the schedules attached hereto,
which are a part hereof,  constitutes  the entire  agreement of the parties with
respect  to the  subject  matter  hereof.  No change,  modification,  amendment,
addition or  termination  of this  Agreement or any part thereof  shall be valid
unless in writing and signed by AMNEX and Galesi.

7.5  Injunctive  Relief.  Galesi  agrees  that  money  damages  would  not  be a
sufficient remedy for any breach of the restrictions of Section 6.6 hereof,  and
that,  without  the  necessity  of proving  damages and in addition to all other
available rights and remedies,  AMNEX shall be entitled to specific  performance
and  injunctive  or other  equitable  relief as a remedy for any such  breach or
threatened  breach,  and Galesi further agrees to waive any requirements for the
securing or posting of any bond in connection with such remedy.


                                       26

<PAGE>



7.6 Notices.  Any and all notices or other communications or deliveries required
or  permitted  to be given or made  pursuant  to any of the  provisions  of this
Agreement  shall be deemed to have been duly given or made for all purposes when
hand  delivered or sent by telecopier  (subject to  confirmation  of receipt) or
shall  be  deemed  to have  been  given on the next  business  day when  sent by
overnight  courier (subject to confirmation of receipt) or on the third business
day next  following  when sent by certified or registered  mail,  return receipt
requested and postage prepaid, as follows:

         If to AMNEX at:

         AMNEX, Inc.
         101 Park Avenue
         Suite 2507
         New York, NY 10178
         Attention:  Chairman of the Board
         Telecopier Number: (212) 867-0092

         with a copy to:

         Certilman Balin Adler & Hyman, LLP
         90 Merrick Avenue
         East Meadow, New York  11554
         Attention:  Fred Skolnik, Esq.
         Telecopier Number: (516) 296-7111

         If to Galesi, at:

         Galesi Group
         Rotterdam Industrial Park
         Westcott Road / Building 6
         Schnectady, New York 12306
         Telecopier Number: (518) 356-5334

         with a copy to:

         Steven Porter, Esq.
         Galesi Group
         Rotterdam Industrial Park
         Westcott Road / Building 6
         Schnectady, New York 12306
         Telecopier Number: (518) 356-5334

                                       27

<PAGE>




or at such other address as any party or person shall designate by notice to the
other parties in accordance with the provisions hereof.

7.7 Choice of Law.  This  Agreement  shall be governed by, and  interpreted  and
construed  in  accordance  with,  the laws of the State of New  York,  excluding
choice of law principles thereof.

7.8  Severability.  In the event any clause,  section or part of this  Agreement
shall be held or  declared to be void,  illegal or invalid  for any reason,  all
other clauses, sections or parts of this Agreement which can be effected without
such  void,  illegal  or invalid  clause,  section  or part  shall  nevertheless
continue in full force and effect.

7.9 Successors and Assigns; Assignment. This Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties  and  their  respective  heirs,  legal
representatives,  successors and permitted assigns;  provided,  however, that no
party may assign this Agreement or any portion thereof without the prior written
consent of Galesi and AMNEX.

7.10 Headings.  The headings or captions in this  Agreement are for  convenience
and  reference  only and do not in any way modify,  interpret  or  construe  the
intent of the parties or affect any of the provisions of this Agreement.

7.11 Facsimile Signatures.  Signatures transmitted by telecopier shall be deemed
original signatures.

7.12 Counterpart Signatures.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  [Remainder of page intentionally left blank]

                                       28

<PAGE>


         WITNESS  the  execution  of this  Agreement  as of the date first above
written.

                                            AMNEX, INC.

                                            By: /s/


                                            
                                            /s/
                                            Francesco Galesi

                                            

 
Agreed to:

GALESI TELECOM INTERNATIONAL, INC.

By: /s/



K:\WPDOC\CORP\AMNEX\GALESI\STOCKEX4.D96
                                       29

<PAGE>