EMPLOYMENT AGREEMENT
                               BElWEEN AMNEX, INC.
                                       AND
                                    JOHN KANE




         This AGREEMENT made this 1st day of October, 1996, by and between AMNEX
Inc., a New York  corporation  having an office in Orlando,  Florida  (sometimes
hereinafter  referred to as "AMNEX" or the "Company")  and John Kane  (sometimes
hereinafter referred to as "Employee").

WITNESSETH:

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

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

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

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

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

3. Standards; Devotion of Time. The Employee shall perform his duties and 
responsibilities under this Agreement in accordance with such reasonable 
standards as may be established from time to time by the CEO of the Company. The
reasonableness of such standards shall be measured against standards for 
executive performance generally prevailing in the

                                        1

<PAGE>



telecommunications services industry. During the employment period, the Employee
shall  expend all of his working  time for the Company and shall devote his best
efforts,  energy and skill to the  services of the Company and the  promotion of
its interests.

4. Compensation.  The Company agrees to pay the Employee during the term of this
Agreement a salary at the minimum annual rate of $180,000.00.  In the event that
this Agreement is renewed or extended, the Employee's salary will be reviewed at
the time of such renewal and may be increased in an amount to be  determined  by
the CEO in his sole  discretion.  In determining  the  Employee's  annual salary
increases, if any, the CEO may compensate the Employee for increases in the cost
of living and also  provide for  perforrnance  or merit  increases to the extent
appropriate  and when  compared to the  prevailing  telecommunications  services
industry for like executive  positions.  The salary of the Employee shall not be
decreased at any time during the term of this  Agreement from the amount then in
effect  unless  the  Employee  otherwise  agrees in  writing.  Participation  in
deferred compensation,  bonus, retirement,  and other employee benefit plans and
in fringe  benefits  shall not reduce the salary  payable to the  Employee.  The
salary under this Section 4 shall be payable to the Employee biweekly.

5. Bonus.  During the term of this  Ageement,  the Employee shall be entitled to
participate with other executive employees of the Company in a bonus pool, which
pool shall be equal to 3% of AMNEX Inc.'s consolidated pre-tax profits. However,
the Employee shall not receive less than 1% of AMNEX Inc.'s consolidated pre-tax
profits. The pool shall be authorized and distributed by the CEO and Chairman of
the Board in their sole discretion.  No other compensation  provided for in this
Agreement  shall be deemed a substitute for the Employee's  right to participate
in such bonus if, when and as authorized.

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

7.  Additional  Compensation  and Benefits.  During the terrn of the  Agreement,
Employee  will be entitled  to  participate  in and receive the  benefits of any
stock option,  profit sharing, or other plans,  benefits and privileges given to
employees  and/or  executives of the Company or its  subsidiaries and affiliates
which may come into existence  hereafter,  to the extent  commensurate  with his
then  duties  and  responsibilities,  as  fixed by the  CEO,  and to the  extent
Employee is otherwise  eligible and qualified to so  participate  in and receive
such  benefits or  privileges.  The  Company  shall not make any changes in such
plans,  benefits or privileges which would adversely affect Employee's rights or
benefits thereunder,  unless such change occurs pursuant to a program applicable
to all  executives  of the  Company  and does not  result  in a  proportionately
greater adverse change in the

                                        2

<PAGE>



rights of or benefits to Ennployee as compared  with any other  executive of the
Company.  Nothing paid to Employee  under any plan or  arrangement  presently in
effect  or made  available  in the  future  shall be deemed to be in lieu of the
salary payable to Employee pursuant to Section 4 hereof. Nothing herein shall be
deemed  to imply  that  Employee  is  entitled  to  receive  any  stock  options
(notwithstanding  the grant thereof to other executive  employees of the Company
or its  subsidiaries  or  affiliates),  it being  understood and agreed that the
grant  thereof is within the sole  discretion  of the Board of  Directors or its
Compensation Committee.

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

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

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

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

10. Termination of Employment.

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

                  (i) A "Change in Control"  of the  Company  shall be deemed to
have  occurred:  (A) when either the CEO or Chairman of the Board of the Company
as of the date hereof is either  removed as a director or not  nominated  by the
Board for re-election as a director of the Company;  or (B) when any nominee for
election as a director of the Company contained in the Company's Proxy Statement
sent to shareholders in connection with the Board of Directors'  solicitation of
proxies  to be voted at any  Annual  Meeting  of  Shareholders  shall  not be so
elected by the  shareholders,  except  where the person  elected  instead of the
nominee is acceptable to the CEO and Chairman as of the date hereof; or (C) upon
any person or entity gaining ownership directly or

                                        3

<PAGE>



indirectly of securities  that, in the  aggregate,  represent  over  thirty-five
percent  (35%) of the  voting  power  of the  Company's  outstanding  securities
(whether  or not such  securities  are in fact  voted);  or (D) upon the sale or
disposition  of fifty percent  (50%) or more of the voting  securities of any of
the Company's subsidiaries or all or substantially all of the assets of any such
subsidiary,  except  where  such sale or  disposition  was  approved  by the CEO
serving as of the date hereof;  or (E) upon the termination of employment by the
Company other than for cause,  or the resignation for good reason of, the CEO or
Chairman serving as of the date hereof.

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

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

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

         (c) Termination Without Cause. Any termination of employment by the CEO
other than  termination  for cause,  including but not limited to, the Company's
failure to renew or extend this Agreement  pursuant to Paragraph 2, (which shall
be deemed termination without cause), shall not prejudice the Employee's right 
to compensation or other benefits under this Agreement.  The parties acknowledge
and agree that damages which will result to Employee for termination without    
cause

                                        4

<PAGE>



shall be extremely difficult or impossible to establish or prove, and agree
that,  unless the  termination  is for cause,  the Company shall be obligated to
make a payment to the Employee as  liquidated  damages in an amount equal to the
greater  of (A) one  year's  minimum  annual  salary as set  forth in  Section 4
hereof,  (B) the  Employee's  total  compensation  hereunder for the twelve (12)
months  preceding the  termination  and (C) If during the initial term, the then
remaining  number of  months  minimum  salary as set forth in  Section 4 hereof,
provided,  however,  that in the event that the Company fails to renew or extend
this Agreement and the Employee's employment continues,  then the amount payable
to  Employee  hereunder  shall not be paid  until the  cessation  of  Employee's
employment.  Employee agrees that, except for such other payments and benefts to
which the Employee  may be entitled as expressly  provided by the terrns of this
Agreement, such liquidated damages shall be in lieu of all other claims, demands
or causes of action which Employee may make by reason of such  termination.  The
liquidated  damages  amount shall not be reduced by any  compensation  which the
Employee  may receive  for any other  employment  with  another  employer  after
termination of his employment with the Company.  At the election of the Company,
the  payment  of such  liqluidated  damages  shall be made  either by a lump sum
payment on the  Employee's  last day of employment  with the Company or over the
course of the next twelve months in equal bimonthly  payments in accordance with
the Company's  then standard  payroll  policies and  practices.  Such  bimonthly
payments  shall be made by wire  transfer to the bank account  designated by the
Employee.  The Company's failure to make each and every payment when due and the
continuance  thereof for a penod of five (5) days shall be a material  breach of
this  Agreement  and the  Employee  shall be entitled to demand and receive in a
lump sum all unpaid liqulidated darnages.

         (d) Termination Upon Death.  Employee's employment shall autornatically
terminate upon Employee's death,  provided,  however, that the Employee's trust,
entitled John and Margaret Kane Trust dated 1/25/96 shall be entitled to receive
the payments specified under Section 10 (e)(ii) hereof.

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

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

         (f) Change in Control; Resignation Without Good Reason.  If during the
term of this

                                        5

<PAGE>



Agreement  there is a Change in Control of the Company and the Employee  without
good reason resigns his employment within one year after such Change in Control,
the  Employee  shall be  entitled to receive a  severance  payrnent  pursuant to
Section  10(e)(ii)  hereof.  Any such  resignation  shall be on thirty (30) days
notice to the Company.

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

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

11. Confidentiality and Non-Solicitation.  The services of the Employee are 
unique, extraordinary and essential to the business of the Company, especially 
since the Employee shall have access to the Company's customer lists,  trade 
secrets and other confidential network, financial, legal and operation all 
information essential to the Company's business.  Accordingly, during the term
of

                                        6

<PAGE>



this Agreement and thereafter,  the Employee agrees not to use, divulge, furnish
or make available to any person or entity any knowledge of or inforrnation  with
respect to any  confidential or otherwise  proprietary  documents,  discussions,
plans, policies, procedures,  activities,  materials, information or data of the
Company.  The Employee  further  agrees to refrain from engaging in any activity
whatsoever  that would tend to  disparage  or  diminish  the  reputation  of the
Company or which would tend to have a  detrimental  effect upon the interests of
the Company.  The  Employee  has  executed or will  execute the  standard  AMNEX
Employee  Confidentiality  Agreement,  which agreement is incorporated herein by
reference and made a part hereof.

The  Employee  also  agrees  that,  for a period of one (1) year  following  the
expiration of this Agreement,  the Employee shall not, without the prior written
approval  of the  CEO,  anywhere  in  the  United  States  of  America,  whether
individually or as a principal,  officer, employee,  partner, director, agent or
representative  of or consultant  for any entity,  (a) cause or seek to persuade
any director, officer, employee, customer, subscriber, account, agent, vendor or
supplier  of, or  consultant  to, the  Company to  discontinue  or modify to the
detriment of the Company the status,  employment or  relationship of such person
or entity with the Company  (including,  without  limitation,  to discontinue or
modify  to the  detriment  of the  Company  the  use of the  Company's  operator
services,  long-distance  transmission  services, 1 + Coin Services and/or other
telecommunications  services); (b) hire or retain any such officer,  director or
employee; (c) cause or seek to persuade any prospective customer,  subscriber or
account of the Company  (which at the date of cessation of  employment  with the
Company was then  actively  being  solicited by the Company) to determine not to
enter into a business relationship with the Company.

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

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

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

                                        7

<PAGE>


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

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

         If to the Employee:

         5818 Master Blvd.
         Orlando. FL 32819

         If to the Company::

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

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

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

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

                                        8

<PAGE>





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

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

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

         (ii) Within fifteen days after written notice by one party to the other
party of its demand for  arbitration,  which demand shall set forth the name and
address  of  its  designated  arbitrator,  the  other  party  shall  select  its
designated  arbitrator  and so notify the demanding  party.  Within fifteen days
thereafter,  the two arbitrators so selected shall select the third  arbitrator.
The dispute shall be heard by the arbitrators  within sixty days after selection
of the third  arbitrator.  The decision of any two arbitrators  shall be binding
upon the parties.  In default of either side naming its  arbitrator as aforesaid
or in default of the selection of the said third  arbitrator  as aforesaid,  the
American  Arbitration  Association  shall  designate  such  arbitrator  upon the
application of either party. The decision of the arbitrators  shall be final and
binding upon the Company, its successors and assigns and the Employee.

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

         (iv) Each party shall pay its or his own expenses of  arbitration,  and
the expenses of the arbitrators and the arbitration  proceeding shall be equally
shared;  provided,  however,  that,  (a) if, in the opinion of a majority of the
arbitrators, any claim of defense was unreasonable,  the arbitrators may assess,
as part of their award, all or any part of the arbitration expenses of the other
party  (including  reasonable  attorneys'  fees) and of the  arbitrators and the
arbitration proceeding

                                        9

<PAGE>


(collectively,  the  "Arbitration  Expenses")  against  the party  raising  such
unreasonable  claim or defense,  and (b) if the arbitrators rule in favor of the
Employee,  then the Company  shall be  obligated  to pay all of the  Arbitration
Expenses.

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

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

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

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


EMPLOYEE                                         AMNEX, INC.

By: /s/ John Kane                                By: /s/ Peter Izzo

Name: John Kane                                  Name: Peter Izzo

Date: 10/1/96                                   Date: 10/1/96

                                       10

<PAGE>