AGREEMENT, dated as of  January 13, 1997, by and among AMNEX,
INC. (the "Company"), FRIEDLI CORPORATE FINANCE AG ("Friedli AG"),  FRIEDLI
CORPORATE FINANCE INC. ("Friedli Inc."), and PETER FRIEDLI ("Friedli" and 
collectively with Friedli AG and Friedli Inc.,  the "Friedli Group").

                               -------------------

                  WHEREAS, Spring Technology Corp. ("Spring") is the holder of a
certain  promissory  note of the Company,  dated March 8, 1993, in the principal
amount of four hundred fifty thousand dollars ($450,000) (the "Spring Note").

                  WHEREAS,  Cofinvest 97 Ltd. ("Cofinvest" and collectively with
Spring,  the "1993  Noteholders") is the holder of a certain  promissory note of
the Company,  dated July 13, 1993,  in the  principal  amount of fifty  thousand
dollars  ($50,000) (the "Cofinvest Note" and collectively  with the Spring Note,
the "1993 Notes").

                  WHEREAS, the 1993 Notes provide for the payment of interest on
the principal  amount  thereof at the rate of ten percent (10%) per annum,  such
interest being originally payable from the following dates:

                           (i)      with respect to the Spring Note, (a) from 
February 22, 1993 with respect to the principal amount of seventy thousand 
dollars ($70,000);  (b) from February 23, 1993 with respect to the principal  
amount of  ninety-six  thousand dollars  ($96,000)  and (c) from  March 8, 1993
with  respect  to the  principal amount of two hundred eighty-four thousand 
dollars ($284,000); and

                           (ii)     with respect to the Cofinvest Note, from 
November 18, 1992.

                  WHEREAS, the principal amount of the 1993 Notes, together with
accrued and unpaid interest  thereon,  is convertible  into Common Shares of the
Company at a  conversion  price of twenty cents ($.20) per share (the "1993 Note
Conversion Rate").

                  WHEREAS,  Logitech Corp. ("Logitech" and collectively with the
1993 Noteholders,  the "Noteholders") is the holder of a certain promissory note
of the Company,  dated May 1, 1995,  in the  principal  amount of three  hundred
twenty-five  thousand  dollars  ($325,000) (the "Logitech Note" and collectively
with the 1993 Notes, the "Notes").

                  WHEREAS,  the  Logitech  Note  provides  for  the  payment  of
interest on the principal  amount  thereof at the rate of eight percent (8%) per
annum.

                  WHEREAS,  the principal amount of the Logitech Note,  together
with accrued and unpaid interest  thereon,  is convertible into Common Shares of
the Company at a  conversion  price of two dollars  eighty-one  and  one-quarter
cents ($2.8125) per share (the "Logitech Note Conversion Rate").

                  WHEREAS,  subject to the terms  hereof,  the Friedli Group has
agreed to use its best  efforts to cause the 1993  Noteholders  to  convert  the
principal amounts of the 1993 Notes, together with accrued and unpaid interest
thereon,  into Common Shares of the Company at the 1993 Note Conversion Rate.


<PAGE>


                  WHEREAS,  subject to the terms  hereof,  the Friedli Group has
agreed to use its best efforts to cause Logitech to convert seventy-five percent
(75%) of the principal  amount of the Logitech  Note,  together with accrued and
unpaid interest thereon,  into Common Shares of the Company at the Logitech Note
Conversion Rate.

                  WHEREAS,  there  are  currently  outstanding  72,450  Series B
Preferred  Shares of the  Company,  1,413,337  Series D Preferred  Shares of the
Company and 1,035,000 Series E Preferred Shares of the Company.

                  WHEREAS, each Series B Preferred Share is convertible into ten
(10) Common Shares of the Company (the "Series B Conversion Rate").

                   WHEREAS,  each Series D Preferred  Share is convertible  into
one (1) Common Share of the Company (the "Series D Conversion Rate").

                  WHEREAS, each Series E Preferred Share is convertible into one
(1) Common Share of the Company (the "Series E Conversion Rate").

                  WHEREAS,  subject to the terms  hereof,  the Friedli Group has
agreed to use its best  efforts to cause the  holders  of at least  seventy-five
percent (75%) of each of the outstanding  Series B Preferred Shares (the "Series
B Holders"),  Series D Preferred  Shares (the  "Series D Holders")  and Series E
Preferred  Shares (the  "Series E Holders"  and  collectively  with the Series B
Holders,  and the Series D Holders,  the  "Preferred  Holders" and  collectively
further  with the  Noteholders,  the  "Converting  Holders")  to  convert  their
respective  Preferred Shares (the "Preferred  Shares" and collectively  with the
Notes,  the  "Converting  Securities")  into  Common  Shares  at  the  Series  B
Conversion  Rate,  Series D Conversion Rate or Series E Conversion  Rate, as the
case may be.

                  WHEREAS, no party to this Agreement will receive,  directly or
indirectly,  any commission or other remuneration for soliciting the conversions
or exchanges contemplated hereby.

                  WHEREAS,  subject to the terms  hereof,  the Friedli Group has
agreed to use its best efforts to cause (i) the  Converting  Holders to sell the
Underlying  Shares (as hereinafter  defined) and (ii) the holders of such number
of Common Shares of the Company (the "Common Holders" and collectively  with the
Converting Holders,  the "Holders") which, when added to the aggregate number of
Underlying Shares,  equals nine million  (9,000,000) Common Shares (the "Subject
Common Shares" and  collectively  with the Underlying  Shares,  the "Shares") to
sell such Subject Common Shares,  in each case in accordance with the provisions
hereof.

                  WHEREAS,  subject to the terms  hereof,  the  Company  and the
Friedli  Group are  willing to settle a dispute  between  them with  regard to a
certain consulting fee claimed to be payable by the Company to Friedli AG.

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<PAGE>





                  WHEREAS,  subject to the terms hereof,  the Company has agreed
to make a payment  to the  Preferred  Holders  in lieu of a cash  dividend  with
respect to the Series B, Series D and Series E Preferred Shares of the Company.

                  WHEREAS,  subject to the terms hereof,  the Company has agreed
to offer to exchange Series K Preferred  Shares of the Company for the Company's
outstanding Series F Preferred Shares.

                  WHEREAS,  subject to the terms hereof,  the Company has agreed
to redeem certain  outstanding  promissory notes of the Company in the aggregate
principal amount of $1,400,000.

                  WHEREAS,  each  representation,  warranty and agreement of the
Friedli Group in this Agreement  shall be the joint and several  representation,
warranty  and  agreement  of Friedli  AG,  Friedli  Inc.  and  Friedli  and each
reference  herein  to the  Friedli  Group  shall be  deemed  to refer to each of
Friedli AG, Friedli Inc. and Friedli.

                  NOW, THEREFORE, in consideration of the foregoing, the parties
hereto have agreed, and do hereby agree, as follows:

         1. Recitals.  Each of the parties hereto acknowledges and 
agrees that each of the above recitals is true and that each has relied upon the
accuracy thereof in entering into this Agreement.

          2. Conversion of 1993 Notes.  Promptly following the execution
of this Agreement, the Friedli Group shall use its best efforts to cause each of
Spring and  Cofinvest  to execute  and  deliver  to the  Company an  irrevocable
election to convert,  in the form of Exhibit A attached  hereto,  the  principal
amount of its  respective  1993  Note,  together  with all  accrued  and  unpaid
interest thereon through the day immediately preceding the date hereof, into two
million eight hundred twenty thousand five hundred seventy-five  (2,820,575) and
three hundred  fifty-three  thousand  eight hundred  nineteen  (353,819)  Common
Shares of the Company,  respectively  (collectively,  the "Underlying  1993 Note
Shares"),  which  election  shall be subject to the terms  hereof.  In addition,
concurrently  therewith,  the Friedli  Group shall use its best efforts to cause
Spring and  Cofinvest to deliver to the Company their  respective  original 1993
Notes for cancellation, subject to the terms hereof.

         3.  Conversion  of  Logitech  Note.   Promptly  following  the
execution  of this  Agreement,  the Friedli  Group shall use its best efforts to
cause Logitech to execute and deliver to the Company an irrevocable  election to
convert, in the form of Exhibit B attached hereto, seventy-five percent (75%) of
the principal amount of the Logitech Note,  together with all accrued and unpaid
interest  thereon  through the day immediately  preceding the date hereof,  into
ninety-eight  thousand four hundred eighty (98,480) Common Shares of the Company
(collectively, the

                                        3

<PAGE>



"Underlying Logitech Note Shares"), which election shall be subject to the terms
hereof.  In addition,  concurrently  therewith,  the Friedli Group shall use its
best efforts to cause  Logitech to deliver to the Company the original  Logitech
Note for notation as to such conversion, subject to the terms hereof.

         4. Conversion of Series B Preferred Shares. Promptly following
the execution of this Agreement, the Friedli Group shall use its best efforts to
cause each Series B Holder to execute and deliver to the Company an  irrevocable
election  to  convert,  in the form of  Exhibit C attached  hereto,  each of its
respective  Series B Preferred Shares that are contemplated to be converted into
Common  Shares of the  Company  pursuant to the terms  hereof  (the  "Converting
Series  B  Preferred  Shares")  into  ten  (10)  Common  Shares  of the  Company
(collectively,  the  "Underlying  Series B  Shares"),  which  election  shall be
subject to the terms hereof. In addition,  concurrently  therewith,  the Friedli
Group shall use its best efforts to cause each Series B Holder to deliver to the
Company its stock certificate(s)  representing the Converting Series B Preferred
Shares for cancellation, subject to the terms hereof.

         5. Conversion of Series D Preferred Shares.

            (a)      Promptly following the execution of this 
Agreement, the Friedli Group shall use its best  efforts to cause each  Series D
Holder  that is a  Permitted Holder (as hereinafter  defined) (a "Series D 
Permitted  Holder") to execute and deliver to the  Company  an  irrevocable  
election  to  convert,  in the form of Exhibit D-1 attached  hereto, each of its
respective  Series D Preferred Shares that are contemplated to be converted into
Common Shares of the Company pursuant to the terms hereof (the "Converting 
Series D Preferred  Shares") into one (1) Common Share of the Company  
(collectively,  the "Underlying  Series D Shares"), which election shall be 
subject to the terms hereof.  In addition,  concurrently therewith,  the Friedli
Group shall use its best efforts to cause each Series D Permitted Holder to 
deliver to the Company its stock certificate(s) representing the Converting 
Series D Preferred Shares for cancellation, subject to the terms hereof.

            (b) Promptly following the receipt by any member
of the Friedli Group and a Series D Holder that is a  Remaining  Holder (as 
hereinafter  defined) (a "Series D Remaining  Holder") of a Sell  Request (as 
hereinafter  defined),  as provided  for in Section  8(c)  hereof,  the  Friedli
Group  shall use its best efforts to cause each such Series D  Remaining  Holder
to execute and deliver to the Company,  promptly by telecopier  transmission and
overnight mail or courier service, an irrevocable election to convert, in the 
form of Exhibit D-2 attached hereto,  each of its  respective  Converting Series
D  Preferred  Shares  into Underlying  Series D Shares,  which election shall be
subject to, and shall be treated by the Company as subject to, the terms hereof
(notwithstanding anything expressly or implicitly to the contrary therein or the
absence  therein of any express condition that such election is subject to the
terms of this Agreement). In  addition,  concurrently  therewith,  the  Friedli
Group shall use its best efforts  to cause each  Series D  Remaining  Holder to
deliver to the  Company, immediately  by  overnight  mail or courier  service,
its stock  certificate(s) representing the Converting Series D Preferred Shares
for cancellation,  subject to the terms hereof.


                                        4

<PAGE>



     6. Conversion of Series E Preferred Shares.

       (a) Promptly following the execution of this Agreement, the Friedli Group
shall use its best  efforts to cause each  Series E Holder  that is a  Permitted
Holder (a "Series E Permitted  Holder") to execute and deliver to the Company an
irrevocable  election to convert,  in the form of Exhibit E-1  attached  hereto,
each of its respective  Series E Preferred  Shares that are  contemplated  to be
converted  into Common  Shares of the Company  pursuant to the terms hereof (the
"Converting Series E Preferred Shares") into one (1) Common Share of the Company
(collectively,  the "Underlying  Series E Shares" and collectively  further with
the Underlying Series B Shares,  the Underlying Series D Shares,  the Underlying
1993 Note  Shares and the  Underlying  Logitech  Note  Shares,  the  "Underlying
Shares"),  which  election  shall be subject to the terms  hereof.  In addition,
concurrently  therewith,  the Friedli  Group shall use its best efforts to cause
each   Series  E   Permitted   Holder  to  deliver  to  the  Company  its  stock
certificate(s)  representing  the  Converting  Series  E  Preferred  Shares  for
cancellation, subject to the terms hereof.

       (b) Promptly following the receipt by any member of the Friedli Group
and a Series E Holder that is a Remaining Holder (a "Series E Remaining Holder")
of a Sell  Request,  as provided for in Section 8(c) hereof,  the Friedli  Group
shall use its best  efforts  to cause  each such  Series E  Remaining  Holder to
execute and deliver to the  Company,  promptly by  telecopier  transmission  and
overnight mail or courier service,  an irrevocable  election to convert,  in the
form of Exhibit E-2 attached hereto, each of its respective  Converting Series E
Preferred  Shares  into  Underlying  Series E Shares,  which  election  shall be
subject to, and shall be treated by the Company as subject to, the terms  hereof
(notwithstanding anything expressly or implicitly to the contrary therein or the
absence  therein of any express  condition  that such election is subject to the
terms of this Agreement). In addition, concurrently therewith, the Friedli Group
shall use its best efforts to cause each Series E Remaining Holder to deliver to
the  Company,  immediately  by  overnight  mail or  courier  service,  its stock
certificate(s)  representing  the  Converting  Series  E  Preferred  Shares  for
cancellation, subject to the terms hereof.

     7. Effectiveness of Conversions; Delivery of Underlying Shares; Additional
Common Shares Issuable.

        (a)  The parties acknowledge and agree (on which agreement each Holder
shall  be  entitled  specifically  to  rely  and  which  agreement  is  intended
specifically  for the benefit of the Holders (the  specificity  of the foregoing
not being intended to limit, and being without prejudice to, the Holders' rights
to rely on all other  provisions  of this  Agreement and to receive the benefits
thereof))  that  the  elections  to  convert  the  Converting   Securities  into
Underlying Shares, as provided for in Sections 2 through 6 hereof (collectively,
the "Conversions"),  with respect to any principal amount of any particular Note
or any  particular  number of  Preferred  Shares,  shall only  become  effective
immediately  prior to the  settlement  of, and shall only result in the holder's
entitlement to receive the  Underlying  Shares to the extent of, the sale of the
respective  Underlying  Shares  pursuant to the  provisions of Section 9 hereof;
provided,  however,  that a particular Conversion shall become effective earlier
in the event the  holder of the  Converting  Security  advises  the  Company  in
writing

                                        5

<PAGE>



that the Conversion is to become effective  notwithstanding  that the Underlying
Shares with respect  thereto have not been sold (the  "Conversion  Notice").  In
such event,  the  Conversion  shall become  effective  upon the date the Company
receives the Conversion Notice.

       (b) The parties acknowledge and agree that, during the Sale Period (as
hereinafter defined), the certificates representing the Underlying Shares are to
be delivered directly to the Broker-Dealer(s) (as hereinafter  defined),  or its
designee, for sale and/or delivery as contemplated by Section 9 hereof.

       (c) The parties acknowledge and agree further that, notwithstanding that,
in determining  the number of Underlying  Shares issuable upon Conversion of the
Notes,  interest is calculated  through the day  immediately  preceding the date
hereof,  upon the  effectiveness  of any  Conversion  of the  Notes,  additional
validly  issued,  fully paid and  nonassessable  Common Shares (the  "Additional
Common  Shares")  shall be issuable to the Holder  thereof to give effect to the
Conversion of accrued  interest from the date hereof through the day immediately
preceding the effective date of Conversion.

     8. Establishment of Brokerage Accounts; Delivery of Instruments and
Documents.

       (a) Promptly following the Designation Time (as hereinafter defined), the
Friedli Group shall use its best efforts to cause all of the Noteholders, Series
B Holders and Common Holders, as well as Spring, Cofinvest, Logitech, Joyce Ltd.
and Eagle Growth Ltd. (collectively, the "Principal Holders") with regard to any
and all Converting  Series D Preferred Shares and Converting  Series E Preferred
Shares held of record by them (the Noteholders, Series B Holders, Common Holders
and  Principal  Holders  being  collectively   referred  to  as  the  "Permitted
Holders"), to establish one or more brokerage accounts (the "Accounts") with one
or  more  broker-dealers  designated  by  the  Company  (the  "Permitted  Holder
Broker-Dealers")  (the Friedli Group  acknowledging and agreeing that the number
of  Shares  which  are held by or  issuable  upon  Conversion  to the  Permitted
Holders,  and which shall be subject to the  provisions  of this  Section  8(a),
shall not be less than five million  (5,000,000)  Shares) and shall use its best
efforts  to cause the  Permitted  Holders to  deliver  to the  Permitted  Holder
Broker-Dealer(s)  the following (the "Required  Permitted Holder  Instruments"):
(i) unlegended  certificates  representing the Subject Common Shares held by the
Permitted Holders and (ii) duly executed stock powers, with signatures medallion
guaranteed,  covering  the  transfer  of the  Shares  held by or  issuable  upon
Conversion to the Permitted  Holders (the "Permitted  Shares").  The name(s) and
address(es)  of the Permitted  Holder  Broker-Dealer(s)  shall be set forth in a
writing (the "Broker-Dealer  Designation") executed and delivered by the Company
by telecopier  transmission  to Friedli AG by 5:00 p.m.,  New York City time, on
the seventh day following the date hereof (the "Designation  Time"). The Company
agrees to cooperate with the Friedli Group in connection with the removal of any
legends on the certificates representing the Subject Common Shares.



                                        6

<PAGE>



        (b) Concurrently, the Friedli Group shall use its best efforts to cause 
the Permitted Holders to deliver to (i) the Permitted Holder Broker-Dealer(s) 
such duly executed and certified corporate resolutions and other instruments and
documentation,  with  signatures  medallion  guaranteed,  as are required by the
Permitted Holder  Broker-Dealer(s)  in connection with the  establishment of the
Accounts and to permit the  Permitted  Holder  Broker-Dealer(s)  to purchase the
Permitted  Shares for their account,  or sell the Permitted  Shares on behalf of
the Permitted Holders,  during the Sale Period in accordance with the provisions
of  Section  9 hereof  and (ii) the  Company's  transfer  agent,  namely  Jersey
Transfer & Trust Co., the address of which is 201  Bloomfield  Avenue,  P.O. Box
36, Verona,  New Jersey 07044,  Fax (201)  239-2361 (the "Transfer  Agent") such
duly executed and certified  corporate  resolutions,  with signatures  medallion
guaranteed,  as are required by the Transfer Agent to permit the transfer of the
Permitted Shares ((i) and (ii) being  collectively  referred to as the "Required
Permitted Holder Documents").

        (c) Promptly following the receipt from time to time during the Sale
Period  (as  hereinafter  defined)  by any member of the  Friedli  Group and any
Holder  other  than  a  Permitted   Holder  (such  Holders  being   referred  to
collectively  as  the  "Remaining  Holders")  of a  request  from  one  or  more
broker-dealers  designated by the Company (the "Remaining Holder Broker-Dealers"
and collectively with the Permitted Holder Broker-Dealers, the "Broker-Dealers")
that such  Remaining  Holder  sell any or all of its Shares  (the  Shares of all
Remaining Holders being collectively referred to as the "Remaining Shares") in a
manner  consistent  with the provisions of Section 9 hereof (a "Sell  Request"),
the Friedli Group shall use its best efforts to cause each such Remaining Holder
to deliver to the  Remaining  Holder  Broker-Dealer(s),  promptly  by  facsimile
transmission  and by overnight mail or courier  service,  the following:  (i) an
order to sell the subject  Remaining  Shares or other  document in lieu  thereof
required  by the  Remaining  Holder  Broker-  Dealer to indicate  the  Remaining
Holder's agreement to sell the subject Remaining Shares consistent with the Sell
Request  (a  "Remaining  Holder  Sell  Order"),  (ii)  unlegended   certificates
representing  any and all Subject  Common Shares held by the  Remaining  Holders
that would be required to be  delivered  pursuant to the  Remaining  Holder Sell
Order  and  (iii)  duly  executed  stock  powers,   with  signatures   medallion
guaranteed,  covering  the transfer of any and all  Remaining  Shares held by or
issuable upon  Conversion  to the Remaining  Holder that would be required to be
delivered pursuant to the Remaining Holder Sell Order ((i), (ii) and (iii) being
referred to as the "Required Remaining Holder Instruments" and collectively with
the Required Permitted Holder Instruments,  as the "Required Instruments").  The
name(s) and address(es) of the Remaining  Holder  Broker-Dealer(s)  shall be set
forth in a writing (the "Additional  Designation") executed and delivered by the
Company by  telecopier  transmission  to Friedli AG prior to the  receipt by any
member  of the  Friedli  Group or the  Remaining  Holders  of the  initial  Sell
Request.

        (d) Concurrently, the Friedli Group shall use its best efforts to cause
the Remaining Holders to deliver to (i) the Remaining  Holder  Broker-Dealer(s),
concurrently  with their  placing a Remaining  Holder Sell Order,  by  facsimile
transmission and overnight mail or courier service, such other duly executed and
certified  corporate  resolutions and other instruments and documentation,  with
signatures  medallion  guaranteed,  as  are  required  by the  Remaining  Holder
Broker-Dealer(s)  to permit  them to  purchase  the  Remaining  Shares for their
account, or to permit

                                        7

<PAGE>



a designee of the Remaining  Holder  Broker-Dealer(s)  to purchase the Remaining
Shares,  during the Sale Period in accordance  with the  provisions of Section 9
hereof and (ii) the Company's Transfer Agent, promptly by facsimile transmission
and  overnight  mail or courier,  such duly  executed  and  certified  corporate
resolutions, with signatures medallion guaranteed, as are required to permit the
transfer  of the  Remaining  Shares  ((i)  and  (ii)  being  referred  to as the
"Required  Remaining  Holder  Documents"  and  collectively  with  the  Required
Permitted Holder Documents, as the "Required Documents").

        (e) The parties agree that the Broker-Dealer Designation shall provide 
for, in  addition to the name(s) and  address(es)   of  the   Permitted   Holder
Broker-Dealer(s),  the minimum number of separate  accounts to be established by
the Permitted Holders with each Permitted Holder  Broker-Dealer,  and the number
of Permitted  Shares to be offered for sale to or through each Permitted  Holder
Broker-Dealer.

        (f) The Friedli Group shall use its best efforts to cause the Holders to
advise  the  Broker-Dealers  to deliver to the  Company  copies of all  Required
Instruments and all Required  Documents executed and/or delivered by the Holders
to the Broker-Dealers (the  "Instrument/Document  Delivery  Instructions") (such
advice,  with regard to the Remaining Holders, to be given concurrently with the
delivery of the Required  Remaining  Holder  Instruments and Required  Remaining
Holder Documents).

     9. Sale of Shares; Proceeds.

        (a) The Friedli Group shall use its best efforts to cause each Permitted
Holder,  concurrently  with  its  delivery  of  the  Required  Permitted  Holder
Instruments  and Required  Permitted  Holder  Documents to the Permitted  Holder
Broker-Dealer(s),  to place an order to sell the Permitted Shares, to or through
the Permitted Holder  Broker-Dealer(s)  (the "Permitted  Holder Sell Orders" and
collectively  with the  Remaining  Holder Sell Orders,  the "Sell  Orders"),  as
expeditiously as possible, subject to the order of priority set forth in Section
9(c) hereof and the other terms set forth in this  Section 9. In  addition,  the
Friedli Group shall use its best efforts to cause each  Remaining  Holder,  from
time to time during the Sale Period, to sell, to or through the Remaining Holder
Broker  Dealer(s),  the  Remaining  Shares  in  a  manner  consistent  with  the
provisions of Section 8(c) hereof.

            In no event shall the Holders be required to accept a price of less 
than three dollars fifty cents ($3.50) per Share, net (the "Minimum Price");  
however, if a price in excess of the Minimum Price is offered to the Holders by
the Broker-Dealer(s),  directly or indirectly, for the purchase of their Shares,
the Friedli Group shall use its best efforts to cause the Holders to accept the
highest  price so offered.  The Friedli  Group agrees with the Company  that, in
consideration  for the  Company's  agreement to  repurchase,  as provided for in
Section 10 hereof,  and other good and valuable  consideration,  the receipt and
sufficiency  of which the  Friedli  Group  acknowledges,  the  Company  shall be
entitled  to  receive  and retain  any and all net sales  proceeds  per Share in
excess of the Minimum  Price.  The Friedli  Group shall use its best  efforts to
cause the Holders to advise the

                                        8

<PAGE>



Broker-Dealer(s) to pay directly to the Company any and all such excess proceeds
(the "Excess Proceeds Instructions") and to deliver to the Company copies of the
Excess  Proceeds  Instructions  and all  confirmations  of orders  to sell,  and
confirmations  of sales of,  the  Shares  (the  "Proceeds/Confirmation  Delivery
Instructions")  (such advice,  with regard to the Remaining Holders, to be given
concurrently with the delivery of the Required  Remaining Holder Instruments and
Required Remaining Holder Documents).

        (b)  The Friedli Group shall use its best efforts to cause the Permitted
Holders to maintain  the  Permitted  Holder Sell Orders in effect until at least
the  earlier  of (the  "Sale  Period")  (i)  the  repurchase  of the  particular
Permitted  Shares  pursuant to the  provisions  of Section 10 hereof or (ii) one
hundred  twenty  (120)  days  following  the later of the date (A) all  Required
Permitted  Holder  Instruments and all Required  Permitted  Holder Documents are
delivered  to the  Permitted  Holder  Broker-Dealer(s),  (B) all  documents  and
instruments  required to be delivered by the Permitted Holders to the Company in
accordance with the provisions of Sections 2 through 4, 5(a) and 6(a) hereof are
so delivered,  (C) all of the Permitted  Holder Sell Orders are placed,  (D) the
Instrument/Document  Delivery Instructions are given by the Permitted Holders to
the Permitted Holder Broker-Dealer(s),  (E) the letters in the forms of Exhibits
F-1,  F-2 and F-3  attached  hereto (the  "Holder  Letters")  are  executed  and
delivered by the Holders to the Company,  (F) the Excess  Proceeds  Instructions
are given by the Permitted Holders to the Permitted Holder Broker-Dealer(s), (G)
the  Proceeds/Confirmation  Delivery  Instructions  are  given by the  Permitted
Holders to the Permitted  Holder  Broker-Dealer(s)  and (H) the Principal Holder
Releases (as hereinafter defined) are executed and delivered to the Escrow Agent
(as hereinafter  defined)((A)  through (H) being referred to collectively as the
"Holder Documents").

        (c) The parties agree, and the Friedli Group shall so advise the Holders
prior to their delivery of any executed Holder Documents,  and the Company shall
advise  the  Broker-  Dealers,  that  sales of the  Shares  shall be made in the
following order of priority:  (i) the Subject Common Shares, (ii) the Underlying
1993 Note Shares, (iii) the Underlying Logitech Note Shares, (iv) the Underlying
Series E Shares,  (v) the  Underlying  Series B Shares  and (vi) the  Underlying
Series D Shares,  or as  otherwise  agreed in writing  between  the  Company and
Friedli.  The  Company  agrees  that it will not  issue  any  Underlying  Shares
pursuant to any Conversion made under this Agreement  unless,  to its knowledge,
based upon its  receipt  of  confirmations  of sales of Shares,  all Shares of a
higher priority have been sold.

     10. Repurchase of Securities.

        (a) In the event any of the Underlying Shares are not sold within the 
Sale Period, the Friedli Group shall use its best efforts to cause the 
Converting Holders to sell to the Company,  and, subject to the conditions set 
forth below, the Company  agrees to repurchase  from the Converting  Holders, to
the fullest extent permitted by applicable law, any and all Converting 
Securities which were not converted into Underlying Shares (the "Repurchase 
Securities") at a purchase price (the  "Repurchase  Price") equal to the number
of  Underlying  Shares that would have been issued upon  Conversion  multiplied
by three dollars fifty cents ($3.50) per Share (the "Repurchases").  The 
Repurchase Price shall be payable in cash, certified check or wire transfer to

                                        9

<PAGE>



an account designated by the particular  Converting Holder at least two (2) days
in advance of the Repurchase Closing Date (as hereinafter defined). In the event
the Company is unable to repurchase all of the Repurchase Securities, subject to
the conditions  hereof,  it shall  repurchase such of the Repurchase  Securities
permitted by  applicable  law in the order of priority set forth in Section 9(c)
hereof.

        (b)  The obligation of the Company to repurchase any and all Repurchase
Securities  is subject to the  satisfaction  of the  following  conditions:  (i)
through and as of the  Repurchase  Closing  Date,  the Friedli  Group shall have
performed all of its obligations hereunder ("Friedli Compliance"),  (ii) through
and as of the  Repurchase  Closing Date,  all of the Holders shall have done and
performed all acts with respect to which the Friedli Group has agreed to use its
best efforts to cause the Holders to do and perform  hereunder through and as of
such date (including,  without limitation,  executing,  delivering and complying
with all of the  provisions  of all of the Holder  Documents,  placing  the Sell
Orders and maintaining the Permitted Holder Sell Orders in effect throughout the
Sale Period)  (collectively,  "Holder  Compliance"),  (iii)  neither the Friedli
Group nor any Holder nor any Institution or Ultimate  Beneficial  Owner (as such
terms are  hereinafter  defined) nor any Affiliate of any of the foregoing shall
have commenced or maintained  any action or proceeding  similar in nature to the
Bader Action (as  hereinafter  defined) nor taken any actions  which the Friedli
Group has agreed not to take pursuant to Section 12 hereof ("Bader Compliance"),
(iv) as of the Repurchase  Closing Date, the  representations  and warranties of
the  Friedli  Group,  and of each of the  Holders  as set  forth  in the  Holder
Documents, shall be true and complete as if made at and as of such date, and (v)
on or after  the  date  hereof  and  prior to the  Repurchase  Outside  Date (as
hereinafter defined),  the Company shall have obtained financing in an amount at
least equal to the Repurchase  Price,  which financing does not prohibit the use
thereof  for  making  the  Repurchases  and  is  not  obtained  for a  different
particular purpose  ("Permitted  Financing");  provided,  however,  that, if the
Company obtains Permitted Financing in an amount less than the Repurchase Price,
subject to the  conditions  hereof,  it shall be  obligated  to  repurchase  the
Repurchase  Securities,  in the  order of  priority  set forth in  Section  9(c)
hereof, to the extent of the Permitted Financing received. The Company shall use
its best efforts to obtain such financing on terms  reasonably  satisfactory  to
it.

        (c)   The closing of the Repurchases provided for hereunder (the
"Repurchase  Closing")  shall take place at the  offices of the  Company on such
date (the "Repurchase Closing Date") and at such time as shall be indicated in a
notice  given not fewer  than five (5) days in  advance  by the  Company  to the
Holders who own such Repurchase Securities,  which Repurchase Closing Date shall
not be later than the day  following  the  expiration  of the Sale  Period  (the
"Repurchase Outside Date"). Upon the Repurchase of Repurchase  Securities at the
Repurchase  Closing,  the Company shall be entitled to retain and cancel (or, in
the case of the Logitech  Note,  make  appropriate  notation upon and then shall
return) all certificates and instruments representing or constituting Repurchase
Securities (other than Unrepurchased  Securities (as hereinafter  defined)) that
were delivered to it pursuant to the provisions of Sections 2 through 6 hereof.



                                       10

<PAGE>


        (d) The parties agree that, in the event of a default on the part of the
Company in its obligation to repurchase the Repurchase Securities, as liquidated
damages  and as the sole and  exclusive  remedy  of the  Friedli  Group  and the
Holders for such  default,  the Company shall be obligated to pay to the Holders
of the  Repurchase  Securities  that were not  repurchased  (the  "Unrepurchased
Securities") an amount (the "Liquidated Damages Amount") equal to five and four-
sevenths  percent  (5-4/7%) of the Repurchase  Price thereof,  such amount to be
payable in equal monthly installments on the last day of each month over a three
(3) year period  commencing  with the month in which the default  occurs.  In no
event shall the  Liquidated  Damages  Amount  exceed,  in the  aggregate for all
Holders,  the sum of one million dollars  ($1,000,000) (the "Cap"). In the event
the Cap is applicable, a proportionate amount of the Cap shall be payable to the
Holders of the Unrepurchased  Securities,  as provided for above, based upon the
respective  Repurchase Price thereof. The Company hereby acknowledges and agrees
that the Liquidated Damages Amount is reasonable in light of the anticipated and
actual harm, if any, caused by such breach or default, the difficulties of proof
of loss and  damage,  and the  inconvenience  and  nonfeasibility  of the  other
parties  hereto or the  Holders  otherwise  obtaining  an adequate  remedy.  The
Company hereby acknowledges and agrees that the Liquidated Damages Amount is not
unreasonably  large,  under the  circumstances,  and that such  amount  does not
constitute, and shall not be construed as, a penalty.

         (e)  The certificates and instruments representing or constituting the
Converting  Securities that were not  repurchased and the documents  executed by
the Holders with respect to the Converting  Securities that were not repurchased
shall be  returned  to the  Holders  thereof  by the  Company  no later than the
Repurchase  Outside Date.  The  certificates  and  instruments  representing  or
constituting the Converting Securities that are returned to the Holders shall be
identical to and shall have the same rights and preferences as the  certificates
and  instruments  representing  or  constituting  the Notes and/or the Preferred
Shares held by the Holders on the day before execution of this Agreement.

     11.   Voting  Rights.  The holders of the Preferred  Shares will
retain all voting  rights with respect  thereto until the  effectiveness  of the
Conversion and sale, or Repurchase,  thereof.  The holders of the Subject Common
Shares will retain all voting  rights with  respect  thereto  until the sales of
such securities are consummated and record ownership thereof is transferred. The
provisions set forth in this Agreement or any other agreement of even date shall
not alter or otherwise  affect the voting rights of the Preferred  Shares or the
Subject  Common Shares until the  effectiveness,  as the case may be, of the (i)
Conversion of the Preferred Shares,  (ii) Repurchase of the Preferred Shares, or
(iii) sale of the Subject Common Shares.

     12.  Bader Litigation.  The Friedli Group agrees that, until the Repurchase
Closing Date, they will not, directly or indirectly, commence or maintain any 
action or proceeding similar in nature to that certain action entitled Jorg 
Bader v.  Kenneth G.  Baritz, Peter M.  Izzo, Michael V. Dettmers and Russell K.
Burbank (the "Bader Action"), which action was dismissed without prejudice, or 
otherwise encourage or assist any other person or entity to commence or maintain
any such action or proceeding.




                                       11

<PAGE>



     13.  Representations and Warranties of the Friedli Group.

          As a material inducement to the Company's entering into this 
Agreement, the Friedli Group hereby represents, warrants, covenants and agrees 
as follows:

         (a)   The Friedli Group has the power and authority to enter into this
Agreement and to perform its obligations  hereunder.  The execution and delivery
of this Agreement and the  performance  by the Friedli Group of its  obligations
hereunder have been duly authorized by the Board of Directors or other governing
body  of  Friedli  AG and  Friedli  Inc.  and,  if  required,  their  respective
shareholders in conformity with applicable law. No other corporate proceeding on
the part of Friedli AG or Friedli Inc. is necessary to authorize  the  execution
or delivery of this  Agreement or the  performance  by the Friedli  Group of its
obligations  hereunder.  This Agreement is the valid and binding  obligation of,
and is enforceable in accordance with its terms against, the Friedli Group.

         (b) Neither the execution, delivery or performance of this Agreement by
the Friedli Group,  nor the  performance by the Friedli Group of its obligations
hereunder,  requires  the  consent or approval of any third party or any foreign
governmental  body or other  foreign  regulatory  or  administrative  authority,
agency, bureau or commission (collectively, "Foreign Governmental Body").

         (c) Neither the execution, delivery or performance of this Agreement by
the Friedli Group nor the  performance  by the Friedli Group of its  obligations
hereunder, (i) violates,  conflicts with or results in a breach of any provision
of  the   Certificate   of   Incorporation   or  By-Laws  or  other  charter  or
organizational  document of Friedli AG or Friedli Inc.; (ii) violates,  breaches
or is in conflict with, or constitutes a default (or an event which, with notice
or lapse of time or both,  would  constitute a default)  under any  agreement or
other  obligation  to  which  the  Friedli  Group  is a party  or by which it is
otherwise  bound;  or (iii)  violates  any order,  writ,  injunction,  decree or
judgment,  or any law, statute,  rule or regulation of any Foreign  Governmental
Body applicable to the Friedli Group.

         (d)  Each person executing this Agreement on behalf of Friedli AG and
Friedli Inc. has been duly authorized to execute and deliver this Agreement on 
such entity's behalf.

         (e)  To the knowledge of the Friedli Group, each Holder is a nominee
holder of the  securities of the Company that are registered in its name. To the
knowledge  of the Friedli  Group,  such  securities  are held for the benefit of
certain banking  institutions  (the  "Institutions"),  which, in turn, hold such
securities for the benefit of others (the "Ultimate Beneficial Owners").  To the
knowledge of the Friedli Group,  none of the Holders,  Institutions  or Ultimate
Beneficial  Owners,  directly  or  indirectly,  is now,  or has ever  been,  the
beneficial  owner (as such term is defined in Section 13 of the Exchange Act and
the rules and regulations promulgated thereunder) of more than five percent (5%)
of the outstanding Common Shares of the Company.


                                       12

<PAGE>



        (f)  To the knowledge of the Friedli Group, each Holder, Institution and
Ultimate Beneficial Owner acts, and has always acted, independently of all other
Holders,  Institutions and Ultimate  Beneficial Owners, as well as independently
of all other  entities  that  acquired  securities  of the  Company  through the
efforts of the Friedli Group (the "Friedli  Clients"),  and none of the Holders,
Institutions or Ultimate  Beneficial  Owners acts, or has ever acted, in concert
with any other Holder,  Institution,  Ultimate Beneficial Owner or other Friedli
Client  in  connection  with  the  acquisition,  disposition  or  voting  of any
securities of the Company.

       (g)   To the knowledge of the Friedli Group, the respective Converting
Securities  were  acquired,  and  have  been  held,  pursuant  to  Regulation  S
("Regulation S"),  promulgated under the Securities Act of 1933, as amended (the
"Securities  Act").  To  the  knowledge  of  the  Friedli  Group,  any  and  all
representations  and  certifications  set forth in any  subscription or purchase
agreement or representation letter relating to the acquisition of the Converting
Securities were accurate at the time made.

       (h)  To the knowledge of the Friedli Group, since the respective
Converting Holder's  acquisition of the Converting  Securities,  it has not sold
short,  or otherwise taken any short position with respect to, any Common Shares
of the Company.

       (i)   To the knowledge of the Friedli Group, the respective Converting
Holder's  acquisition  of  the  Converting   Securities  was  not  part  of  any
prearranged  transaction  to sell  such  securities  or  Underlying  Shares to a
purchaser in the United States or to a "U.S. person" (as such term is defined in
Regulation S).

       (j)  To the knowledge of the Friedli Group, none of the Holders is now,
nor has any of them ever been, an Affiliate (as such term is defined in Rule 405
promulgated under the Securities Act) of the Company.

       (k) To the knowledge of the Friedli Group, each of the Converting Holders
was at the time of its acquisition of its respective Converting Securities,  and
each of them is, an  "accredited  investor" (as such term is defined in Rule 501
promulgated under the Securities Act).

       (l) To the knowledge of the Friedli Group, each of the Converting Holders
has significant prior investment experience,  including investment in non-listed
and non-registered  securities,  and each is able to bear the economic risk of a
conversion of the Converting Securities into the Underlying Shares.

       (m) In connection with (i) the conversion of the Converting Securities 
into Underlying Shares or Additional Common Shares and (ii) any exchange of the
Series F Preferred  Shares of the  Company for Series K Preferred  Shares of the
Company,   as  contemplated  by  Section  18  hereof,  no  commission  or  other
remuneration  was or will  be paid or  given,  directly  or  indirectly,  by the
Holders or the  holders  of the  Series F  Preferred  Shares,  or any  Affiliate
thereof,  to, or demanded or received,  directly or indirectly,  by, the Friedli
Group for soliciting such conversion or exchange.

                                       13

<PAGE>




       (n)   To the knowledge of the Friedli Group, the Holders own the
Converting Securities and the Subject Common Shares, and, upon Conversion of the
Converting Securities, will own the Underlying Shares, free and clear of any and
all liens,  pledges,  security interests,  claims, rights and other encumbrances
other than as contemplated by this Agreement.

       (o)    Upon the effectiveness of the Conversions, or Repurchases, of the
Converting Securities pursuant to Section 7 or 10 hereof, the Converting Holders
shall have no further rights with regard to the Converting Securities.

       (p) As of the date hereof, there is no litigation or governmental 
proceeding pending,  or, to the  knowledge of the Friedli  Group,  threatened to
restrain, invalidate,  prevent, or otherwise impede any transaction contemplated
hereby, the defense of which would, in the judgment of the Company, made in good
faith and based upon the advice of counsel,  involve material expense or lapse 
of time that would be adverse to the interests of the Company.

       (q) The representations and warranties of the Friedli Group set forth 
herein are true and complete in all respects as of the date hereof and the
Friedli Group will neither take any action,  nor cause or encourage  the Holders
to take any action, directly or indirectly, that would cause any of such 
representations and warranties to not be true and complete in all respects at 
any time until the expiration of the Sale Period or the Outside Repurchase Date,
as the case may be. The Friedli Group shall use its best efforts to cause the 
Holders to execute and deliver the Holder Letters to the Company.

     14. Representations and Warranties of the Company. As a material inducement
to the Friedli Group's entering into this Agreement, the Company hereby 
represents, warrants, covenants and agrees as follows:

        (a)  The Company is a corporation validly existing and in good standing
under  the laws of the State of New York,  and has the  power and  authority  to
enter  into  this  Agreement  and to  perform  its  obligations  hereunder.  The
execution and delivery of this Agreement and the  performance of its obligations
hereunder have been duly  authorized by the Board of Directors of the Company in
conformity with applicable law. No other corporate proceeding on the part of the
Company,  including,  without limitation,  shareholder approval, is necessary to
authorize the execution or delivery of this Agreement or the  performance of its
obligations hereunder.  This Agreement is a valid and binding obligation of, and
is enforceable in accordance with its terms against, the Company.

        (b)  Neither the execution, delivery or performance of this Agreement by
the Company nor the  performance  of its  obligations  hereunder,  requires  the
consent or approval of any third party or any United States governmental body or
other United States regulatory or administrative  authority,  agency,  bureau or
commission   ("Domestic   Governmental   Body"),   except  that  the   foregoing
representation and warranty with regard to the requirement of any consent or

                                       14

<PAGE>



approval of the Securities and Exchange Commission (the "SEC") is subject to the
accuracy of the Friedli Group's representations and warranties in paragraphs (e)
through (m) of Section 13 hereof and those set forth in  paragraphs  (i) through
(ix) of the Holder Letters (with respect to Exhibits F-1 and F-2) and paragraphs
(i) and (ii) of the Holder Letters (with respect to Exhibit F-3).

        (c)  Neither the execution, delivery or performance of this Agreement by
the Company nor the  performance  of its  obligations  hereunder  (i)  violates,
conflicts  with or results in a breach of any  provision of the  Certificate  of
Incorporation  or By-Laws  of the  Company;  (ii)  violates,  breaches  or is in
conflict with, or constitutes a default (or an event which, with notice of lapse
of time or both,  would  constitute  a  default)  under any  agreement  or other
obligation  to which the Company is a party or by which the Company is otherwise
bound; or (iii) violates any order, writ, injunction, decree or judgment, or any
law, statute, rule or regulation of any Domestic Governmental Body applicable to
the Company,  except that the foregoing  representation and warranty with regard
to any  law,  statute,  rule  or  regulation,  as it  applies  to the SEC or any
securities  laws or statutes,  is subject to the accuracy of the Friedli Group's
representations in paragraphs (e) through (m) of Section 13 hereof and those set
forth in  paragraphs  (i) through (ix) of the Holder  Letters  (with  respect to
Exhibits F-1 and F-2) and  paragraphs  (i) and (ii) of the Holder  Letters (with
respect to Exhibit F-3).

        (d)  The person executing this Agreement on behalf of the Company has
been duly authorized to execute and deliver this Agreement on its behalf.

        (e)  As of the date hereof, there is no litigation or governmental 
proceeding pending or, to the knowledge of the Company, threatened to restrain,
invalidate, prevent, or otherwise impede any transaction contemplated hereby, 
the defense of which would, in the judgment of the Friedli Group,  made in good 
faith and based upon the advice of counsel, involve material expense or lapse of
time that would be adverse to the interests of the Friedli Group.

        (f)  The Company has not filed a petition in bankruptcy or, to its
knowledge, had an involuntary petition in bankruptcy filed against it.

        (g)  The Company has reserved a number of authorized and unissued
Common Shares that is not less than the total number of Common  Shares  issuable
upon all of the Conversions,  and insofar as one or more  Conversions  might not
become  effective  immediately  prior  to  the  settlement  of the  sale  of the
respective  Underlying  Shares as contemplated by this Agreement (as a result of
the provisions of the Restated  Certificate of  Incorporation  of the Company or
otherwise) and the Board is authorized and empowered (pursuant to the provisions
of such  Restated  Certificate  of  Incorporation  or  otherwise)  to hasten the
effectiveness  of such  Conversions,  the Board by duly adopted  resolution (the
"Conversion Board  Resolution") (a certified copy of which shall be delivered to
the Friedli  Group upon  written  request)  shall act to render all  Conversions
effective  immediately  prior to the  settlement  of the sale of the  respective
Underlying Shares as contemplated by this Agreement.


                                       15

<PAGE>



        (h)   The representations and warranties of the Company set forth herein
are true and complete in all respects as of the date hereof and the Company will
not take any action that would cause any such  representations  or warranties to
not be true and complete in all respects at any time until the expiration of the
Sale Period or the Outside Repurchase Date, as the case may be.

     15.  Release;  Escrow  Agreement.   Simultaneously   herewith,
pursuant  to the  terms  of an  Escrow  Agreement  of  even  date  (the  "Escrow
Agreement")  among the Company,  the Friedli Group and  Certilman  Balin Adler &
Hyman,  LLP, as escrow agent (the "Escrow Agent"),  the Company is executing and
delivering to the Escrow Agent,  among other things,  a general  release of, and
covenant  with respect to, among others,  the Friedli  Group,  the Holders,  the
Institutions and the Ultimate Beneficial Owners (the "Company Release"), and the
Friedli Group is executing and delivering to the Escrow Agent a general  release
of, and covenant with respect to, among others,  the Company and all  Affiliates
of the Company (the "Friedli  Group Release" and  collectively  with the Company
Release, the "Releases"),  in the forms attached hereto as Exhibits G-1 and G-2,
respectively, which Releases and other deliveries shall be held and delivered in
accordance with the terms of the Escrow  Agreement.  The Friedli Group agrees to
use its best  efforts to cause each of the  Principal  Holders to  execute,  and
deliver to the Escrow Agent,  a general  release and covenant in the form of the
Friedli Group Release (the "Principal Holder Releases"),  which Principal Holder
Releases  shall be held in  accordance  with the terms of the Escrow  Agreement,
including,  without  limitation,  the  conditions  for  delivery  to the Company
therein.

     16. Payment in Lieu of Dividends. The Company agrees to pay to
the Series B Holders,  Series D Holders  and Series E Holders an amount (the "In
Lieu Amount") in cash that would have been payable to such Preferred Holders had
the Company declared a cash dividend or dividends covering the period(s) through
the date of  Conversion  of such shares or the  Repurchase  Closing Date, as the
case may be, in the respective amounts of the dividend  preferences set forth in
the  Company's  Certificate  of  Incorporation,  with  regard  to the  Series  B
Preferred  Shares,  the Series D  Preferred  Shares  and the Series E  Preferred
Shares.  The In Lieu  Amount  shall be payable on the first  anniversary  of the
sixtieth (60th) day of the Sale Period, except that, in the event that there are
no Repurchase Securities,  the In Lieu Amount shall be payable on the earlier of
(a) the  expiration  of the Sale  Period  or (b) the  sale of all of the  Shares
pursuant  to Section 9 hereof.  Notwithstanding  the  foregoing,  the  Company's
payment  obligation  hereunder shall be subject to and conditional  upon Friedli
Compliance, Holder Compliance and Bader Compliance as of and through the date of
Conversion of such shares or the Repurchase Closing Date, as the case may be.

     17.  Consulting Fees.  In full and complete satisfaction and settlement of 
any and all claims of any nature whatsoever, whether at law, in equity or 
otherwise, which the Friedli Group may have against the Company and any and all
Affiliates thereof for consulting, advisory, investment banking or similar or 
related fees, or for costs and expenses incurred in connection therewith, the 
Company agrees to pay to Friedli AG, and the Friedli Group hereby agrees that 
Friedli AG shall accept from the Company, the aggregate sum of three hundred 
seventy-five thousand dollars ($375,000) (the "Friedli Settlement Amount").  
The Friedli Settlement Amount shall be

                                       16

<PAGE>



delivered by the Company to the Escrow Agent within five (5) business days after
the Holders shall have executed and delivered all Holder  Documents,  including,
without  limitation,  the  Permitted  Holder Sell  Orders,  and shall be held in
accordance  with  the  terms  of  the  Escrow  Agreement,   including,   without
limitation,  the conditions for delivery to Friedli AG therein. In the event the
Friedli Settlement Amount is redelivered to the Company pursuant to the terms of
the Escrow  Agreement,  the Friedli Group and the Company shall have any and all
rights,  powers,  remedies and  defenses now or hereafter  existing at law or in
equity,  by  statute  or  otherwise,  with  respect to any and all claims of any
nature whatsoever that either may have against the other.

     18. Preferred Share Exchange; Redemption of Notes.

        (a) The Company agrees to irrevocably offer to the holders of the Series
F Preferred Shares of the Company, for a period of sixty (60) days commencing on
the expiration of the Sale Period (the "Exchange Period"), the right to exchange
such shares, on a one-to-one basis, for duly authorized,  validly issued,  fully
paid and nonassessable  Series K Preferred Shares of the Company,  such Series K
Preferred  Shares  to  have  the  same  relative  rights,  powers,  preferences,
qualifications and limitations as the Series F Preferred Shares, except that the
term "Conversion  Price", as used with respect to the Series K Preferred Shares,
shall mean three dollars fifty cents ($3.50). Notwithstanding the foregoing, the
Company's obligation to make such offer shall be subject to and conditional upon
Friedli  Compliance,  Holder Compliance and Bader Compliance.  The Friedli Group
shall  use its  best  efforts  to  cause  each of the  holders  of the  Series F
Preferred  Shares to execute and deliver to the Company,  in connection with the
exchange,  the document  attached  hereto as Exhibit H, and the  consummation of
such  exchange,  with  respect to any  particular  holder of Series F  Preferred
Shares,  shall be subject to the  Company's  receipt of such  executed  document
prior to the expiration of the Exchange Period.

        (b) The Company agrees to advise the registered holders of those certain
promissory  notes of the Company,  dated as of October 4, 1995, in the aggregate
principal amount of one million four hundred thousand dollars  ($1,400,000) that
were issued in  connection  with the  acquisition  of the  outstanding  stock of
Crescent Communications,  Inc. (the "Crescent Notes"), on or before December 31,
1997,  in writing  (with a copy to the  Friedli  Group)  that it will redeem and
prepay the Crescent  Notes upon its receipt of the original  Crescent  Notes for
cancellation,  and the Company thereupon shall so redeem and prepay the Crescent
Notes.  Notwithstanding  the foregoing,  the Company's  obligation to redeem and
prepay the  Crescent  Notes  shall be subject to and  conditional  upon  Friedli
Compliance,  Holder  Compliance  and  Bader  Compliance  as of and  through  the
expiration date of the Sale Period.

     19. Termination.

        (a) The Company shall have the right to terminate all of its obligations
under this Agreement, by written notice to such effect to the Friedli Group, and
to require that the Escrow Agent redeliver the Company Release and other Company
deliveries  to the  Company,  and the Friedli  Group  Release and any  Principal
Holder  Releases to the Friedli Group,  in the event any Holder Document has not
been executed and delivered to the Permitted Holder Broker-Dealer(s),

                                       17

<PAGE>



the Escrow Agent or the Company,  as the case may be, within thirty (30) days of
the date of delivery to the Friedli Group of the  Broker-Dealer  Designation and
such  undelivered  Holder  Document(s) are not so executed and delivered  within
five (5) days of receipt by Friedli AG of written notice to such effect from the
Company.

        (b) The Friedli Group shall have the right to terminate all of its 
obligations under this  Agreement,  by written notice to such effect to the 
Company,  and to require  that the Escrow  Agent make the  redeliveries provided
for in Section 19(a)  hereof in the event any of the  following  shall occur and
shall not have been cured  within five (5) days of receipt by the Company of 
written  notice to such  effect  from  Friedli AG: (i) the  Company  shall not 
have  delivered  the Broker-Dealer  Designation  by the  Designation  Time as 
provided for in Section 8(a) hereof,  (ii) the Company shall not have delivered
a certified copy of the Conversion Board Resolution  following the request made
by the Friedli Group, as provided  for in  Section  14(g)  hereof  or (iii)  the
Company shall not have delivered  the Friedli  Settlement  Amount to the Escrow
Agent within the period provided for in Section 17 hereof.

        (c) In the event of a termination of this Agreement pursuant to the
foregoing  provisions  of  Section  19, no party  shall  have any  liability  or
obligation under this Agreement except for any breach of this Agreement that has
occurred prior to the giving of the notice of termination.

     20.  Notices.  Except  as  otherwise  expressly  provided  for
hereunder,  any  communication  or notice given hereunder shall be, and shall be
deemed to be given when,  delivered by hand,  or sent by certified or registered
mail,  return  receipt  requested and postage being  prepaid,  overnight mail or
courier, or telecopier as follows:

                           If to the Company:

                           101 Park Avenue
                           Suite 2507
                           New York, New York 10178
                           Attn:  President
                           Telecopier Number:  (212) 867-0166

                           With a copy to:

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



                                       18

<PAGE>




                           If to Friedli AG:

                           Freigutstrasse 5, 8002
                           Zurich, Switzerland
                           Attn: Christa Wagner
                           Telecopier Number:  011 411 201 7819

                           With a copy to:

                           Morris, James, Hitchens & Williams
                           P.O. Box 2306
                           222 Delaware Avenue
                           Wilmington, Delaware 19899
                           Attn: Michael J. Maimone, Esq.
                           Telecopier Number: (302) 571-1750

                           If to Friedli Inc.:

                           Freigutstrasse 5, 8002
                           Zurich, Switzerland
                           Attn: Peter Friedli
                           Telecopier Number:  011 411 201 7819

                           With a copy to:

                           Morris, James, Hitchens & Williams
                           P.O. Box 2306
                           222 Delaware Avenue
                           Wilmington, Delaware 19899
                           Attn: Michael J. Maimone, Esq.
                           Telecopier Number: (302) 571-1750

                           If to Friedli:

                           Freigutstrasse 5, 8002
                           Zurich, Switzerland
                           Telecopier Number: 011 411 201 7819






                                       19

<PAGE>



                           With a copy to:

                           Morris, James, Hitchens & Williams
                           P.O. Box 2306
                           222 Delaware Avenue
                           Wilmington, Delaware 19899
                           Attn: Michael J. Maimone, Esq.
                           Telecopier Number: (302) 571-1750

or at such other  address as any party may specify by notice  given to the other
parties hereto in accordance with the provisions hereof.

     21. Further Assurances. Each of the parties hereto will execute and deliver
any and all further documents as are reasonably necessary to carry out the 
provisions hereof.

     22. Applicable Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, applicable to agreements 
performed wholly within such state.

     23. Entire  Agreement.  This Agreement  sets forth the entire understanding
of the parties hereto with regard to the subject matter hereof 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,  relating to the subject
matter  hereof.  This  Agreement  may be  modified  only by a written  agreement
between the Company and the Friedli Group.

     24. Waiver of Breach;  Partial  Invalidity.  The waiver by any
party of a breach of any  provision  of this  Agreement  shall not operate or be
construed  as a waiver  of any  subsequent  breach.  If any  provision,  or part
thereof,  of this Agreement shall be held to be invalid or unen forceable,  such
invalidity or  unenforceability  shall attach only to such  provision and not in
any way affect or render invalid or  unenforceable  any other provisions of this
Agreement,  and  this  Agreement  shall be  carried  out as if such  invalid  or
unenforceable  provision,  or part thereof, had been reformed,  and any court of
competent  jurisdiction is authorized to so reform such invalid or unenforceable
provision,  or part thereof, so that it would be valid, legal and enforceable to
the fullest extent permitted by applicable law.

     25. Binding Nature.  This Agreement shall be binding upon the successors,
assigns and legal representatives of the parties hereto.

     26. Headings.  The paragraph headings of 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.


                                       20

<PAGE>



     27.  Counterparts; Effectiveness.  This Agreement may be executed in
counterparts, each of which shall be an original, but all of which taken 
together shall constitute one agreement.  Unless otherwise agreed in writing by
the Company, this Agreement shall be effective only if executed and delivered by
each of the parties hereto.

     28.  Facsimile Signatures. Signatures transmitted by facsimile transmission
shall be deemed original signatures.

     29. Third Party  Beneficiary.  This  Agreement is for the sole
benefit of the parties hereto, the Holders and all Affiliates of the Company. No
third party (other than the Holders and  Affiliates  of the Company)  shall have
any beneficial interest herein, directly or indirectly,  nor may any third party
(other  than the  Holders  and  Affiliates  of the  Company)  rely on the terms,
provisions, or conditions of this Agreement.

     30. Materiality.  All promises, covenants, agreements, understandings,
acknowledgments, representations, and warranties made in this Agreement shall be
deemed material and relied on by each party to this Agreement.

     31. Remedies  Cumulative.   Each  right,  power,  and  remedy
provided for herein or now or hereafter existing at law or in equity, by statute
or otherwise,  shall be cumulative  and  concurrent  and shall be in addition to
every other  right,  power,  and remedy  provided for herein or now or hereafter
existing at law or in equity,  by statute or otherwise,  and the exercise or the
beginning  of the  exercise  by any  party  of any one or  more of such  rights,
powers,  or remedies  shall not preclude the  simultaneous  or later exercise by
such party of any or all of such other rights, powers and remedies.

     32. Specific Performance; Jurisdiction.

        (a) The parties hereby acknowledge and agree that the failure of any 
party to this  Agreement to perform the  provisions  hereof in  accordance  with
their specific terms or other breach of such provisions will cause irreparable
injury to the other  parties to this  Agreement for which  damages,  even if 
available, will not be an adequate remedy.  Accordingly,  the parties hereby 
consent to the issuance of injunctive  relief by any court of competent 
jurisdiction to compel performance  of any party's  obligations,  including  an
injunction to prevent breaches,  and to the  granting  by any such  court of the
remedy of specific performance of the terms and conditions hereof.

        (b) Each party hereby irrevocably and unconditionally consents to submit
to the exclusive  jurisdiction of the courts of the State of New York and of the
United States of America located in the State of New York for any actions, suits
or  proceedings  arising  out of or  relating  to this  Agreement,  the  matters
referred  to herein or the  transactions  contemplated  hereby.  Each party also
hereby  irrevocably  and  unconditionally  waives any objection to the laying of
venue of any  action,  suit or  proceeding  arising out of this  Agreement,  the
matters referred to herein or the transactions contemplated hereby in the courts
of the State of New York or of the United States of


                                       21

<PAGE>



America  located in the State of New York,  and hereby further  irrevocably  and
unconditionally  waives  and agrees not to plead or claim in any such court that
any such action,  suit or proceeding  brought in any such court has been brought
in an inconvenient forum.

     33.  Confidentiality.

         (a) Except as otherwise required by applicable law based upon a written
opinion of counsel to the disclosing party reasonably  satisfactory to the other
parties, each party shall use Confidential  Information (as hereinafter defined)
only in connection with the performance of its obligations under this Agreement,
shall not otherwise use Confidential Information to its own advantage, shall not
use  Confidential  Information  in  competition  with or to the detriment of any
other party, shall hold and treat all Confidential Information in confidence and
shall not  disclose or offer to disclose  any  Confidential  Information  to any
person or entity not a party to this Agreement,  except to an Affiliate  thereof
or a Holder,  an Institution or an Ultimate  Beneficial Owner,  which,  prior to
such disclosure, shall have executed and delivered to the other parties hereto a
writing  in which it  agrees  to be bound  by the  provisions  hereof.  The term
"Confidential  Information",  as used in this section, means all confidential or
proprietary  information and trade secrets of or relating to any other party, an
Affiliate thereof or a Holder,  an Institution or an Ultimate  Beneficial Owner.
Confidential  Information  shall  not  include  information  generally  known or
readily   ascertainable  by  proper  means.  To  the  extent  that  Confidential
Information,  through no act or omission of a party, a Holder, an Institution or
an Ultimate  Beneficial  Owner, or any of its  Affiliates,  employees or agents,
becomes  generally  known  or  readily   ascertainable  by  proper  means,  such
information shall no longer be considered Confidential  Information for purposes
of this Agreement.

        (b)   Nothing herein shall restrict the Company from disclosing publicly
this Agreement and/or the terms and conditions hereof; provided,  however, that,
prior to such public disclosure, the Company shall afford Friedli an opportunity
to review and comment thereon;  provided  further,  however,  that the Company's
only  obligation  with respect  thereto shall be to reasonably  consider in good
faith any comments made.




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                                       22

<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:/s/
                                           Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


                                       FRIEDLI CORPORATE FINANCE AG

                                       By:/s/
                                             Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


                                       FRIEDLI CORPORATE FINANCE INC.

                                       By:/s/
                                            Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


                                       PETER FRIEDLI

                                       /s/
                                       Peter Friedli, individually

K:\WPDOC\CORP\AMNEX\FRIEDLI\AGREEMEN\MAIN.FIN


<PAGE>