AMNEX, INC.

                              AMENDED AND RESTATED
                        1996 RESTRICTED STOCK GRANT PLAN


         1.   Purpose.  The AMNEX, Inc. Amended and Restated 1996 Restricted 
Stock Grant Plan (the "Plan") is intended to advance the interests of AMNEX, 
Inc., a New York corporation (the "Company"),  by encouraging and enabling 
officers, other key employees, and key consultants and advisors, upon whose 
judgment, initiative and effort the Company is largely dependent for the 
successful conduct of its business, to acquire and retain a proprietary interest
in the Company by ownership of its stock.

         2. Definitions.  For purposes of the Plan, the following terms shall 
have the  indicated meanings unless the context clearly indicates otherwise:

                  "Board" means the Board of Directors of the Company.

                  "Cause" means termination of the  Participant's  employment or
consulting or advisory relationship 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 any
employment,  consulting or advisory  agreement  between the  Participant and the
Company or any subsidiary thereof.

                  "CEO" means the Chief Executive Officer of the Company as of 
the Initial Adoption Date.

                  "Chairman" means the Chairman of the Board as of the Initial 
Adoption Date.

                  "Code" means the Internal Revenue Code of 1986, as it may be 
amended from time to time.

                  "Committee" means the committee designated in Section 3 below
to administer the Plan.

                  "Common Stock" means the Company's Common Stock, par value 
$.001 per share.

                  "Change in  Control"  of the  Company  shall be deemed to have
occurred (A) when either the CEO or Chairman 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's
solicitation of proxies to be voted at any annual meeting of shareholders is not
so elected by the  shareholders,  except where the person elected instead of the
nominee is acceptable to the CEO


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and Chairman;  or (C) upon any person or entity gaining  ownership,  directly or
indirectly,   of  securities  that,  in  the  aggregate,   represent  more  than
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; 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.


                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
it may be amended from time to time.

                  "Grant"  means a grant of Shares,  whether or not  restricted,
pursuant to a written instrument that awards Shares to a Participant pursuant to
the Plan.

                  "Initial Adoption Date" means May 23, 1996.

                  "Non-Employee  Director" means a "non-employee  director",  as
that term is used in Rule  16b-3  promulgated  under the  Exchange  Act,  or any
successor provision.

                  "Parent" means a parent corporation of the Company as defined
in section 424(e) of the Code.

                  "Participants"  means the officers,  other key employees,  and
key consultants and advisors of the Company,  its  Subsidiaries and its Parents,
including directors of the Company who are also employees of the Company.

                  "Permanent  Disability"  means such mental or physical illness
or incapacity as shall result in the Participant being unable to render services
to the  Company,  its Parents or its  Subsidiaries  for a  continuous  period of
twelve (12) months.

                  "Plan" means this AMNEX, Inc. Amended and Restated 1996 
Restricted Stock Grant Plan.

                  "Resignation   for  Good  Reason"  means  a   resignation   of
employment  or  consulting  or advisory  services  following  the failure by the
Company to comply with any material  provision of any employment,  consulting or
advisory agreement with the Company or any subsidiary thereof, which failure was
not cured with thirty (30) days after a notice of noncompliance was given by the
employee, consultant or advisor to the Company.

                  "Shares"  means  shares of Common Stock which are granted to a
Participant pursuant to a Grant under the Plan.


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                  "Standard Restrictions" means those restrictions set forth in
Section 8(b) hereof.

                  "Subsidiary" means a subsidiary corporation of the Company, as
defined in Section 424(f) of the Code.

         3.  Administration  of the Plan. The Plan shall be  administered by the
Board or a  committee  (the  "Committee")  composed  of not less than  three (3)
persons.  Only  Non-Employee  Directors shall be eligible to serve as members of
the  Committee.  The Committee  shall report all action taken by it to the Board
which shall review and ratify or approve those actions which are required by law
to be so  reviewed  and  ratified  or  approved  by the Board.  The Board or the
Committee shall have full and final authority in its discretion,  subject to the
provisions of the Plan, (a) to determine the Participants,  the time or times at
which Grants shall be made and the number of Shares so granted;  (b) to construe
and interpret the Plan; (c) to determine the terms,  restrictions and provisions
of the respective Grants,  which need not be identical,  including,  but without
limitation,  restrictions  on Shares  granted  and the  amount  and terms of the
purchase  price,  if  any,  of  Shares  granted;  and  (d)  to  make  all  other
determinations  and take all other actions deemed necessary or advisable for the
proper  administration of the Plan. All such actions and determinations shall be
conclusively binding for all purposes and upon all persons.

         4.  Number of Shares  Subject to the Plan.  The total  number of Shares
available  for Grants  under the Plan may not exceed in the  aggregate  245,000,
subject to adjustment upon occurrence of any of the events  indicated in Section
6  hereof.  The Board  may,  from time to time,  increase  the  number of Shares
available for grant under the Plan. The Shares to be delivered  under the Grants
may consist,  in whole or in part,  of authorized  but unissued  Common Stock or
treasury Common Stock not reserved for any other purpose.

         5. Lapsed Grants.  If a Grant, or any portion thereof, is forfeited for
any reason, any Shares forfeited shall be available again for the making of a 
later Grant hereunder.

         6.  Adjustment  in  Capitalization.  In the event of any  change in the
outstanding  shares of Common Stock that occurs after the Initial  Adoption Date
by reason of a stock dividend,  stock split,  reorganization,  reclassification,
recapitalization,  merger,  consolidation,  combination,  exchange of shares, or
other similar  change,  then the  aggregate  number and class of shares or other
securities  that may be  issued or  transferred  pursuant  to the Plan,  and the
provisions,  terms and conditions of each  outstanding  Grant affected  thereby,
shall  be  adjusted   appropriately  by  the  Board  or  the  Committee,   whose
determination shall be conclusive.

         7. Eligibility and Participation.  Grantees of Grants shall be selected
by the Board or the Committee from among those  Participants who are recommended
by the Chief  Executive  Officer of the  Company  and who, in the opinion of the
Board or the Committee, are key officers, other key employees or key consultants
or advisors in a position to contribute  materially  to the Company's  continued
growth and development and to its long-term success.


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         8.       Grants of Restricted Stock.

                  (a) Grant of Restricted  Stock.  Subject to the  provisions of
Section 7, the Board or the  Committee,  at any time and from time to time,  may
make Grants to such Participants and in such amounts as it shall determine. Each
Grant shall be made pursuant to a written  instrument  which must be executed by
the grantee in order to be effective.

                  (b) Standard Restrictions. In addition to any other applicable
provisions  hereof and except as may  otherwise  be  specifically  provided in a
Grant,   the  following   restrictions  in  this  Section  8(b)  (the  "Standard
Restrictions") shall apply to Grants made by the Board or the Committee:

                      (i) No Shares granted pursuant to a Grant may be sold, 
transferred, pledged,  assigned or otherwise  alienated  or  hypothecated until,
and to the extent that, such Shares are vested.

                      (ii) Shares granted pursuant to a Grant are non-vested at
the time the Grant is made, but shall,  unless earlier forfeited  hereunder, 
vest according to the following vesting schedule:

                                                          Vested Percentage
                    Vesting Dates                         of Shares Granted

         One (1) year from the date of Grant                       10%
         Two (2) years from the date of Grant                      20%
         Three (3) years from the date of Grant                    30%
         Four (4) years from the date of Grant                     40%
         Five (5) years from the date of Grant                     50%
         Six (6) years from the date of Grant                      60%
         Seven (7) years from the date of Grant                    70%
         Eight (8) years from the date of Grant                    80%
         Nine (9) years from the date of Grant                     90%
         Ten (10) years from the date of Grant                    100%

The foregoing notwithstanding (but subject to the provisions of (iii) hereof and
subject to the discretion of the Board or the  Committee),  a Participant  shall
forfeit  all  Shares  not  previously  vested,  if  any,  at  such  time  as the
Participant  is no longer  employed  by, or  rendering  consulting  or  advisory
services to, the Company or a Parent or Subsidiary.  All forfeited  Shares shall
be returned to the Company.

                      (iii) Notwithstanding any other provision of this Section
8(b) to the contrary, a Participant  who has not previously  forfeited any non-
vested  Shares that are granted pursuant to a Grant,  shall  automatically  have
such non-vested  Shares vest upon the earlier of (a) the effective date

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of a Change in Control,  (b) the termination by the Company of the Participant's
employment  with,  or  consulting  or advisory  services to, the Company and all
Parents and  Subsidiaries  other than for Cause,  (c) the  Resignation  for Good
Reason  by the  Participant,  and  (d)  the  Participant's  death  or  Permanent
Disability.

                  (c)   Other   Restrictions.   Notwithstanding   the   Standard
Restrictions  of Section 8(b) above,  the Board or the Committee may impose such
other or different  restrictions  on any Shares granted as it may deem advisable
including,  without  limitation,  restrictions  relating  to length of  service,
corporate performance, attainment of individual or group performance objectives,
and  federal  or  state   securities  laws,  and  may  legend  the  certificates
representing  restricted Shares to give appropriate notice of such restrictions.
Any such other or different  restrictions shall be specifically set forth in the
Grant instrument.

                  (d) Holding of Restricted  Shares.  Certificates  representing
Shares granted that are subject to restrictions shall be held by the Company or,
if the  Board  or the  Committee  so  specifies,  deposited  with a  third-party
custodian or trustee until lapse of all  restrictions on the Shares.  After such
lapse,  certificates  for such Shares (or the vested  percentage of such Shares)
shall be delivered by the Company to the  Participant  who received the grant of
such  Shares;  provided,  however,  that the Company  need not issue  fractional
Shares.

                  (e) Rights in Restricted Shares.  During any applicable period
of restriction, a Participant who has been granted Shares hereunder shall be the
record  owner  thereof and shall be entitled to vote such Shares and receive all
dividends  and other  distributions  paid with respect to such Shares while they
are so restricted.  However,  if any such dividends or distributions are paid in
shares of Company stock during an applicable  period of restriction,  the shares
received shall be subject to the same restrictions as the Shares with respect to
which they were issued. Moreover, the Board or the Committee may provide in each
Grant such other  restrictions,  terms and  conditions as it may deem  advisable
with respect to the treatment and holding of any stock, cash or property that is
received in exchange for restricted Shares.

                  (f)  Conflicting Provisions.  In case of any conflict between
the provisions of this Plan and the provisions of a Grant, the provisions of 
this Plan shall control.

         9.  Conditions  to Grants.  The making of any Grant and the issuance of
any Shares to a Participant  shall be subject to the  condition  that, if at any
time the Company shall  determine in its  discretion  that the  satisfaction  of
withholding  tax  or  other  withholding  liabilities,   or  that  the  listing,
registration,  or qualification of any Shares  otherwise  deliverable  hereunder
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection with, the delivery or purchase of Shares pursuant
hereto,  then in any such event, such Grant or such issuance of Shares shall not
be effective  unless such  withholding,  listing,  registration,  qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.


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         10.  Amendment,  Suspension,  and Termination of Plan. The Board may at
any time  suspend or terminate  the Plan or any portion  thereof or may amend it
from time to time in such respects as the Board may deem advisable in order that
the  Grants  granted  hereunder  may  conform to any change in the law or in any
other  respects  which  the Board  may deem to be in the best  interests  of the
Company. No Grants may be made during any suspension or after the termination of
the  Plan.  Except  as  provided  in the  Plan,  no  amendment,  suspension,  or
termination  of the Plan shall,  without  the  Participant's  consent,  alter or
impair any of the rights or obligations under any Grant  theretofore  granted to
such Participant under the Plan.

         11.  Tax  Withholding.  The  Board or the  Committee  may,  in its sole
discretion,  (a)  require a  Participant  to remit to the  Company a cash amount
sufficient  to  satisfy,  in whole or in part,  any  federal,  state  and  local
withholding tax requirements prior to the delivery of any certificate for vested
Shares pursuant to a Grant hereunder;  (b) require a Participant to satisfy,  in
whole or in part, any such  withholding tax  requirements by having the Company,
upon any  delivery of vested  Shares,  withhold  from such Shares that number of
full  Shares  having a fair  market  value equal to the amount or portion of the
amount  required or permitted to be  withheld;  or (c) satisfy such  withholding
requirements through another lawful method.

         12.  Code Section 83(b) Elections.  Each Participant making an election
pursuant to Section 83(b) of the Code shall, upon the making of such election, 
promptly provide a copy of such election to the Company.

         13.  Employment.  Nothing in this Plan shall interfere with or limit in
any way the right of the Company or any Parent or  Subsidiary  to terminate  any
Participant's  employment or consulting or advisory arrangement at any time, nor
confer  upon any  Participant  any right to continue in the employ of, or render
consulting or advisory services to, the Company or any Parent or Subsidiary.

         14.  Effective Date of the Plan.  The effective date of the Plan is May
23, 1996, the date of its adoption by the Board.

         15.  Term.  No Grants may be made under the Plan after May 23, 2006.  
The provisions of the Plan shall, however, continue to apply as to any Grants 
made prior to such date.

Dated:   May 23, 1996 (Amended and Restated as of March 31, 1997)
                                                  
K:\WPDOC\CORP\AMNEX\STKGRT96.2
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