AMNEX, INC.
                             1992 Stock Option Plan

                  1. Purpose of the Plan. The AMNEX, Inc. 1992 Stock Option Plan
(the "Plan") is intended to advance the interests of AMNEX, Inc. (the "Company")
by inducing individuals or entities of outstanding ability and potential to join
and remain with, or provide consulting or advisory services to, the Company,  by
encouraging and enabling eligible employees, non-employee Directors, consultants
and advisors to acquire proprietary  interests in the Company,  and by providing
the participating  employees,  non-employee Directors,  consultants and advisors
with an  additional  incentive  to promote the success of the  Company.  This is
accomplished  by  providing  for the granting of  "Options,"  which term as used
herein includes both "Incentive Stock Options" and "Nonstatutory Stock Options,"
as  later  defined,  to  employees,   non-employee  Directors,  consultants  and
advisors.
                  2. Administration. The Plan shall be administered by the Board
of Directors of the Company (the "Board of  Directors")  or by a committee  (the
"Committee")  consisting  of at least three (3)  persons  chosen by the Board of
Directors.  Except as  herein  specifically  provided,  the  interpretation  and
construction  by the Board of Directors or the Committee of any provision of the
Plan or of any  Option  granted  under it shall be  final  and  conclusive.  The
receipt of Options by  Directors,  or any  members of the  Committee,  shall not
preclude  their vote on any matters in  connection  with the  administration  or
interpretation of the Plan.

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                  3. Shares  Subject to the Plan.  The stock  subject to Options
granted under the Plan shall be shares of the Company's  common stock, par value
$.001 per share (the "Common Stock"), whether authorized but unissued or held in
the Company's treasury, or shares purchased from stockholders  expressly for use
under the Plan. The maximum number of shares of Common Stock which may be issued
pursuant to Options granted under the Plan shall not exceed in the aggregate 
four million two hundred fifty thousand (4,250,000) shares, subject to 
adjustment in accordance  with the  provisions of Section 12 hereof. The Company
shall at all times while the Plan is in force  reserve  such number of shares of
Common Stock as will be sufficient to satisfy the requirements of all 
outstanding Options granted under the Plan. In the event any Option granted 
under the Plan shall expire or  terminate  for any reason  without  having been
exercised in full or shall  cease  for  any  reason  to be  exercisable in whole
or in  part,  the unpurchased  shares  subject  thereto shall again be available
for Options under the Plan.

                  4.  Participation.  The  class of  individuals  that  shall be
eligible  to  receive  Options  under  the Plan  shall be (a)  with  respect  to
Incentive Stock Options described in Section 6 hereof, all employees  (including
officers) of either the Company or any  subsidiary  corporation  of the Company,
and (b) with  respect  to  Nonstatutory  Stock  Options  described  in Section 7
hereof,  all employees  (including  officers) and non-employee  Directors of, or
consultants and advisors to, either the Company or any subsidiary corporation of
the Company; provided, however, that Nonstatutory

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Stock Options shall not be granted to any such  consultants  and advisors unless
(i) bona fide  services  have been or are to be rendered by such  consultant  or
advisor and (ii) such services are not in  connection  with the offer or sale of
securities  in a capital  raising  transaction.  The Board of  Directors  or the
Committee,  in its sole  discretion,  but subject to the provisions of the Plan,
shall determine the employees and non-employee Directors of, and the consultants
and advisors  to, the Company and its  subsidiary  corporations  to whom Options
shall be granted, and the number of shares to be covered by each Option,  taking
into  account  the  nature  of  the  employment  or  services  rendered  by  the
individuals  being  considered,  their annual  compensation,  their  present and
potential contributions to the success of the Company, and such other factors as
the Board of Directors or the Committee may deem relevant.

                  5. Stock Option Agreement.  Each Option granted under the Plan
shall be  authorized  by the Board of Directors or the  Committee,  and shall be
evidenced by a Stock Option Agreement which shall be executed by the Company and
by the  individual  to whom such Option is granted.  The Stock Option  Agreement
shall  specify  the  number of shares of Common  Stock as to which any Option is
granted, the period during which the Option is exercisable, and the option price
per share thereof.

                  6.     Incentive Stock Options.  The Board of Directors or
the Committee may grant Options under the Plan, which Options are
intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and which are

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subject to the following terms and conditions and any other terms and conditions
as may at any time be required by Section 422 of the Code (referred to herein as
an "Incentive Stock Option"):

                         (a)  No Incentive Stock Option shall be granted to
individuals other than employees of the Company or of a subsidiary
corporation of the Company.

                         (b)  Each Incentive Stock Option under the Plan must
be granted  prior to May 26, 2002,  which is within ten (10) years from the date
the Plan was adopted by the Board of Directors.

                         (c)  The option price of the shares subject to any
Incentive  Stock  Option  shall  not be less than the fair  market  value of the
Common  Stock at the time such  Incentive  Stock  Option is  granted;  provided,
however,  if an Incentive  Stock Option is granted to an individual who owns, at
the time the Incentive  Stock Option is granted,  more than ten percent (10%) of
the total  combined  voting power of all classes of stock of the Company or of a
parent or subsidiary  corporation of the Company, the option price of the shares
subject to the Incentive  Stock Option shall be at least one hundred ten percent
(110%) of the fair market  value of the Common  Stock at the time the  Incentive
Stock Option is granted.

                         (d)  No Incentive Stock Option granted under the Plan
shall be exercisable after the expiration of ten (10) years from the date of its
grant.  However,  if an Incentive  Stock Option is granted to an individual  who
owns, at the time the Incentive  Stock Option is granted,  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or of

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a parent or subsidiary  corporation of the Company,  such Incentive Stock Option
shall not be exercisable after the expiration of five (5) years from the date of
its grant.  Every Incentive Stock Option granted under the Plan shall be subject
to earlier termination as expressly provided in Section 10 hereof.

                         (e)  For purposes of determining stock ownership
under this Section 6, the attribution  rules of Section 425(d) of the Code shall
apply.

                         (f)  For purposes of the Plan, fair market value
shall be  determined by the Board of Directors or the  Committee.  If the Common
Stock  is  listed  on  a  national   securities   exchange   or  traded  on  the
Over-the-Counter  market,  fair market value shall be the closing  selling price
or, if not available,  the closing bid price or, if not available,  the high bid
price of the Common Stock quoted on such  exchange,  or on the  Over-the-Counter
market as reported by the National  Association of Securities  Dealers Automated
Quotation  (NASDAQ) system or if the Common Stock is not listed on NASDAQ,  then
by the National Quotation Bureau,  Incorporated,  as the case may be, on the day
immediately preceding the day on which the Option is granted, or, if there is no
trading or bid price on that day, the closing  selling price,  closing bid price
or high bid price on the most recent day which  precedes  that day and for which
such prices are available.

                  7.     Nonstatutory Stock Options.  The Board of Directors
or the Committee may grant Options under the Plan which are not
intended to meet the requirements of Section 422 of the Code, as

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well as Options  which are intended to meet the  requirements  of Section 422 of
the Code but the  terms  of which  provide  that  they  will not be  treated  as
Incentive Stock Options  (referred to herein as a "Nonstatutory  Stock Option").
Nonstatutory  Stock  Options  which are not intended to meet those  requirements
shall be subject to the following terms and conditions:

                         (a)  A Nonstatutory Stock Option may be granted to
any  individual or entity  eligible to receive an Option under the Plan pursuant
to Section 4(b) hereof.

                         (b)  The option price of the shares subject to a
Nonstatutory  Stock Option shall be  determined by the Board of Directors or the
Committee, in its sole discretion,  at the time of the grant of the Nonstatutory
Stock Option; provided,  however, that the option price of the shares subject to
a Nonstatutory  Stock Option granted to a person subject to Section 16(b) of the
Securities  Exchange Act of 1934, as amended (an  "Insider"),  shall not be less
than the fair  market  value of the Common  Stock at the time such  Nonstatutory
Stock Option is granted.

                         (c)  A Nonstatutory Stock Option granted under the
Plan may be of such duration as shall be determined by the Board of Directors or
the Committee  (subject to earlier  termination as expressly provided in Section
10 hereof);  provided,  however, that no Nonstatutory Stock Option granted under
the Plan to an Insider  shall be  exercisable  after the  expiration of ten (10)
years from the date of its grant.


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                  8.     Rights of Option Holders.  The holder of any Option
granted under the Plan shall have none of the rights of a
stockholder with respect to the stock covered by his Option until
such stock shall be transferred to him upon the exercise of his
Option.

                  9.     Transferability.  No Option granted under the Plan
shall be transferable by the individual or entity to whom it was
granted otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of such individual, shall
not be exercisable by any other person, but only by him.

                  10.    Termination of Employment or Death.

                         (a)  Subject to the terms of the Stock Option
Agreement,  if  the  employment  of  an  employee  by,  or  the  services  of  a
non-employee  Director  for,  or  consultant  or advisor  to,  the  Company or a
subsidiary  corporation  of  the  Company  shall  be  terminated  for  cause  or
voluntarily by the employee,  non-employee Director, consultant or advisor, then
his or its  Option  shall  expire  forthwith.  Subject to the terms of the Stock
Option  Agreement,  and except as  provided in  subsections  (b) and (c) of this
Section 10, if such employment or services shall terminate for any other reason,
then such Option may be exercised at any time within three (3) months after such
termination, subject to the provisions of subsection (d) of this Section 10. For
purposes of the Plan,  the  retirement  of an  individual  either  pursuant to a
pension or  retirement  plan adopted by the Company or at the normal  retirement
date prescribed from time to time by the Company shall

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be  deemed  to  be  termination  of  such  individual's  employment  other  than
voluntarily  or for cause.  For  purposes of this  subsection  (a), an employee,
non-employee  Director,  consultant or advisor who leaves the employ or services
of the  Company  to  become  an  employee  or  non-employee  Director  of,  or a
consultant  or  advisor  to,  a  subsidiary  corporation  of  the  Company  or a
corporation (or subsidiary or parent  corporation of the corporation)  which has
assumed  the Option of the  Company as a result of a  corporate  reorganization,
etc., shall not be considered to have terminated his employment or services.

                         (b)  Subject to the terms of the Stock Option
Agreement, if the holder of an Option under the Plan dies (i) while employed by,
or while serving as a  non-employee  Director for or a consultant or advisor to,
the Company or a subsidiary corporation of the Company, or (ii) within three (3)
months  after  the   termination  of  his  employment  or  services  other  than
voluntarily by the employee or non-employee Director,  consultant or advisor, or
for cause,  then such Option may, subject to the provisions of subsection (d) of
this  Section 10, be  exercised  by the estate of the  employee or  non-employee
Director,  consultant  or  advisor,  or by a person  who  acquired  the right to
exercise such Option by bequest or inheritance or by reason of the death of such
employee or non-employee Director,  consultant or advisor at any time within one
(1) year after such death.

                         (c)  Subject to the terms of the Stock Option
Agreement, if the holder of an Option under the Plan ceases

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employment  or services  because of permanent and total  disability  (within the
meaning of Section  22(e)(3) of the Code) while employed by, or while serving as
a  non-employee  Director  for or  consultant  or advisor  to, the  Company or a
subsidiary  corporation  of the  Company,  then such Option may,  subject to the
provisions of subsection (d) of this Section 10, be exercised at any time within
one (1) year after his termination of employment, termination of Directorship or
termination of consulting or advisory  services,  as the case may be, due to the
disability.

                         (d)  An Option may not be exercised pursuant to this
Section 10 except to the extent that the holder was  entitled  to  exercise  the
Option at the time of termination of  employment,  termination of  Directorship,
termination of consulting or advisory  services,  or death, and in any event may
not be exercised after the expiration of the Option.

                         (e)  For purposes of this Section 10, the employment
relationship of an employee of the Company or of a subsidiary corporation of the
Company  will be treated as  continuing  intact  while he is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  if such leave does not exceed ninety (90) days,  or, if longer,  so
long as his  right  to  reemployment  is  guaranteed  either  by  statute  or by
contract.

                  11.    Exercise of Options.

                         (a)  Unless otherwise provided in the Stock Option
Agreement, any Option granted under the Plan shall be exercisable

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in whole at any time,  or in part from time to time,  prior to  expiration.  The
Board of Directors or the Committee, in its absolute discretion,  may provide in
any Stock Option  Agreement  that the exercise of any Options  granted under the
Plan shall be subject  (i) to such  condition  or  conditions  as it may impose,
including, but not limited to, a condition that the holder thereof remain in the
employ or service of, or continue to provide consulting or advisory services to,
the  Company or a  subsidiary  corporation  of the  Company  for such  period or
periods  from the date of grant of the Option as the Board of  Directors  or the
Committee,  in its  absolute  discretion,  shall  determine;  and  (ii)  to such
limitations as it may impose,  including,  but not limited to, a limitation that
the  aggregate  fair  market  value of the Common  Stock  with  respect to which
Incentive  Stock  Options  are  exercisable  for the first time by any  employee
during any  calendar  year  (under all plans of the  Company  and its parent and
subsidiary   corporations)   shall  not  exceed  one  hundred  thousand  dollars
($100,000).  In addition, in the event that under any Stock Option Agreement the
aggregate fair market value of the Common Stock with respect to which  Incentive
Stock  Options are  exercisable  for the first time by any  employee  during any
calendar  year  (under all plans of the  Company  and its parent and  subsidiary
corporations)  exceeds one hundred  thousand  dollars  ($100,000),  the Board of
Directors or the  Committee  may, when shares are  transferred  upon exercise of
such Options,  designate those shares which shall be treated as transferred upon
exercise of an Incentive Stock Option and those shares which shall

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be treated as transferred upon exercise of a Nonstatutory Stock
Option.

                         (b)  An Option granted under the Plan shall be
exercised by the delivery by the holder  thereof to the Company at its principal
office  (attention of the  Secretary) of written  notice of the number of shares
with  respect  to which the  Option is being  exercised.  Such  notice  shall be
accompanied, or followed within ten (10) days of delivery thereof, by payment of
the full option price of such shares,  and payment of such option price shall be
made by the  holder's  delivery  of (i) his  check  payable  to the order of the
Company,  or (ii)  previously  acquired  Common Stock,  the fair market value of
which  shall  be  determined  as of the  date of  exercise,  or by the  holder's
delivery of any combination of the foregoing (i) and (ii).

                  12.    Adjustment Upon Change in Capitalization.

                         (a)  In the event that the outstanding Common Stock
is  hereafter  changed  by  reason  of  reorganization,  merger,  consolidation,
recapitalization,  reclassification,  stock  split-up,  combination  of  shares,
reverse split,  stock dividend or the like, an appropriate  adjustment  shall be
made by the Board of  Directors  or the  Committee  in the  aggregate  number of
shares  available  under the Plan,  in the number of shares and option price per
share subject to outstanding  Options,  and in any limitation on exerciseability
referred  to in  Section  11(a)(ii)  hereof  which is set  forth in  outstanding
Incentive Stock Options. If the Company shall be reorganized,  consolidated,  or
merged with another

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corporation,  the holder of an Option  shall be  entitled  to  receive  upon the
exercise  of his Option the same  number and kind of shares of stock or the same
amount of property, cash or securities as he would have been entitled to receive
upon the happening of any such  corporate  event as if he had been,  immediately
prior to such event,  the holder of the number of shares  covered by his Option;
provided,  however,  that in such event the Board of Directors or the  Committee
shall have the  discretionary  power to take any action necessary or appropriate
to prevent any Incentive Stock Option granted  hereunder which is intended to be
an  "incentive  stock  option"  from being  disqualified  as such under the then
existing  provisions of the Code or any law amendatory  thereof or  supplemental
thereto.

                         (b)  Any adjustment in the number of shares shall
apply  proportionately  to only the  unexercised  portion of the Option  granted
hereunder.  If fractions of a share would result from any such  adjustment,  the
adjustment shall be revised to the next lower whole number of shares.

                  13.    Further Conditions of Exercise.

                         (a)  Unless prior to the exercise of the Option the
shares  issuable upon such exercise have been registered with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933, as amended,  the
notice of exercise shall be accompanied by a representation  or agreement of the
person or estate  exercising  the Option to the  Company to the effect that such
shares are being  acquired  for  investment  purposes and not with a view to the
distribution thereof, or such other documentation as may be

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required by the  Company,  unless in the opinion of counsel to the Company  such
representation,  agreement or documentation is not necessary to comply with such
Act.

                         (b)  The Company shall not be obligated to deliver
any Common Stock until it has been listed on each  securities  exchange on which
the Common Stock may then be listed or until there has been qualification  under
or  compliance  with such  federal or state laws,  rules or  regulations  as the
Company may deem applicable.  The Company shall use reasonable efforts to obtain
such listing, qualification and compliance.

                  14.  Effectiveness  of the Plan.  The Plan was  adopted by the
Board of Directors on May 26, 1992.  The Plan shall be subject to approval on or
before May 25, 1993, which is within one (1) year of adoption of the Plan by the
Board of Directors,  by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company entitled to vote thereon.  In
the event such stockholder  approval is withheld or otherwise not received on or
before the latter date,  the Plan and,  subject to the terms of the Stock Option
Agreement,  all Options that may have been granted  hereunder  shall become null
and void.

                  15.    Termination, Modification and Amendment.

                         (a)  The Plan (but not Options previously granted
under the Plan) shall terminate on May 25, 2002,  which is within ten (10) years
from  the  date  of its  adoption  by the  Board  of  Directors,  or  sooner  as
hereinafter  provided,  and no Option shall be granted after  termination of the
Plan.

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                         (b)  The Plan may from time to time be terminated,
modified, or amended by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company entitled to vote thereon.
 
                         (c)  The Board of Directors may at any time, on or
before the termination  date referred to in Section 15(a) hereof,  terminate the
Plan, or from time to time make such  modifications or amendments to the Plan as
it may deem advisable; provided, however, that the Board of Directors shall not,
without  approval  by the  affirmative  vote of the holders of a majority of the
outstanding  shares of capital  stock of the Company  entitled to vote  thereon,
increase (except as otherwise  provided by Section 12 hereof) the maximum number
of shares as to which Options may be granted  hereunder,  change the designation
of the employees or class of employees eligible to receive Options,  or make any
other change which would prevent any Incentive  Stock Option  granted  hereunder
which is intended to be an "incentive  stock option" from  disqualifying as such
under the then existing  provisions of the Code or any law amendatory thereof or
supplemental thereto.

                         (d)  No termination, modification, or amendment of
the Plan may, without the consent of the individual or entity to whom any Option
shall have been granted, adversely affect the rights conferred by such Option.

                  16.    Not a Contract of Employment.  Nothing contained in
the Plan or in any Stock Option Agreement executed pursuant hereto
shall be deemed to confer upon any individual or entity to whom an

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Option is or may be  granted  hereunder  any  right to  remain in the  employ or
service  of the  Company  or a  subsidiary  corporation  of the  Company  or any
entitlement to any  remuneration or other benefit  pursuant to any consulting or
advisory arrangement.

                  17.    Use of Proceeds.  The proceeds from the sale of
shares pursuant to Options granted under the Plan shall constitute
general funds of the Company.

                  18.  Indemnification  of Board of Directors or  Committee.  In
addition to such other rights of  indemnification  as they may have, the members
of the  Board of  Directors  or the  Committee,  as the  case  may be,  shall be
indemnified by the Company to the extent  permitted under applicable law against
all  costs and  expenses  reasonably  incurred  by them in  connection  with any
action,  suit,  or  proceeding  to  which  they or any of them may be a party by
reason of any action  taken or failure  to act under or in  connection  with the
Plan or any rights  granted  thereunder  and against all amounts paid by them in
settlement  thereof or paid by them in  satisfaction  of a judgment  of any such
action, suit or proceeding, except a judgment based upon a finding of bad faith.
Upon the  institution  of any such action,  suit, or  proceeding,  the member or
members of the Board of  Directors or the  Committee,  as the case may be, shall
notify the Company in writing, giving the Company an opportunity at its own cost
to defend the same before such member or members undertake to defend the same on
his or their own behalf.

                  19.    Definitions.  For purposes of the Plan, the terms
"parent corporation" and "subsidiary corporation" shall have the

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meanings set forth in Sections 425(e) and 425(f) of the Code, respectively,  and
the masculine shall include the feminine and the neuter as the context requires.

                  20.    Governing Law.  The Plan shall be governed by, and
all questions arising hereunder shall be determined in accordance
with, the laws of the State of New York.


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