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                                                                Exhibit 10.1

                                                                July 2, 1998

                                                               $1,500,000.00


                           DEMAND PROMISSORY NOTE

      AMNEX, INC., A New York corporation ("AMNEX"), AMERICAN NETWORK
EXCHANGE, INC., a Delaware corporation and wholly-owned subsidiary of AMNEX
("ANEI"), and CRESCENT PUBLIC COMMUNICATIONS, INC., a New York corporation
and wholly-owned subsidiary of AMNEX ("Crescent" and collectively with AMNEX
and ANEI, the "Makers"), for value received, hereby jointly and severally
promise to pay to the order of FRANCESCO GALESI (the "Holder"), within
fifteen (15) days following the date of receipt of demand for payment (the
"Due Date"), at the offices of the Holder indicated in paragraph 5 hereof
the aggregate principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000) in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts and to pay interest on such principal sum from the date hereof
at a fluctuating rate per annum at all times equal to the prime rate of
interest announced from time to time by The Chase Manhattan Bank plus one
percent (1%) (the "Note Rate"). Accrued interest on the unpaid principal
balance of this Demand Promissory Note ("Note") shall be payable on the
first business day of each month commencing August 3, 1998, and on the Due
Date.

     1. Registered Owner. The Makers may consider and treat the person in
whose name this Note shall be registered as the absolute owner thereof for
all purposes whatsoever (whether or not this Note shall be overdue) and the
Makers shall not be affected by any notice to the contrary. The registered
owner of this Note shall have the right to transfer it by assignment and the
transferee thereof upon his registration as owner of this Note, shall become
vested with all the powers and rights of the transferor. Registration of any
new owner shall take place upon presentation of this Note to AMNEX at its
offices together with an assignment duly authenticated. In case of transfers
by operation of law, the transferee shall notify the Makers of such transfer
and of his address, and shall submit appropriate evidence regarding the
transfer so that this Note may be registered in the name of the transferee.
This Note is transferable only on the books of the Makers by the holder
hereof in person or by attorney, on the surrender hereof duly endorsed.
Communications sent to any registered owner shall be effective as against
all holders or transferees of this Note not registered at the time of
sending the communication.

     2. Redemption. The Holder, by its acceptance of this Note, hereby
acknowledges that ,subject to the provisions of paragraph 8 hereof, at any
time, and from time to time, notwithstanding the lack of demand for payment
on the part of the Holder, any of the Makers may, at its option, by written
notice given to the Holder, elect to redeem and prepay all or any portion of
the outstanding principal indebtedness evidenced by this Note, together with
accrued interest thereon, without premium or penalty and any other sums or
charges evidenced or secured by the Security Agreement (as hereinafter
defined). Any such notice of a Maker's election to redeem and prepay as
provided for hereinabove shall be given not less than five (5) business days
prior to the date fixed in such notice as the date for redemption of this
Note (the "Redemption Date"). Any payments received on this Note shall be
applied first to any unpaid fees or other sums due and owing hereunder
and/or the Security Agreement, next to accrued but unpaid interest, and then
to the principal amount outstanding.

     3. Default Rate of Interest: Late Charge. In the event the Makers shall
fail to pay all or any portion of the principal amount hereof on or before
the Due Date, any such unpaid amount shall bear interest, for each day from
the Due Date, until paid in full, at a fluctuating rate per annum at all
times equal to the Note Rate plus five percent (5%) instead of the Note Rate
as hereinabove provided, payable upon demand. In the event the Makers shall
fail to pay timely any other amount due hereunder, the Makers, jointly and
severally, agree to make a payment, in addition to all other required
payments hereunder, equal to two percent (2%) of the overdue payment.


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     4. Applicable Law. This Note is issued under and shall for all purposes
be governed by and construed in accordance with the laws of the State of New
York, excluding choice of law rules thereof.

     5. Notices. Any and all notices or other communications or deliveries
required or permitted to be given or made pursuant to any of the provisions
of this Note shall be in writing and shall be deemed to have been duly given
or made for all purposes when hand delivered or sent by certified or
registered mail, return receipt requested and postage prepaid, overnight
mail or courier, or telecopier as follows:

                   If to Holder at:      695 Rotterdam Industrial Park
                                         Schenectady, New York 12306-1989
                                         Attention:   David M. Buicko
                                         Telecopier Number: (518) 356-5334

                   With a copy to:       Steven K. Porter, Esq.
                                         695 Rotterdam Industrial Park
                                         Schenectady, New York 12306-1989
                                         Telecopier Number: (518) 357-2534

                   If to AMNEX at:       145 Huguenot Street
                                         New Rochelle, New York 10801
                                         Attention: Chairman
                                         Telecopier Number: (914) 235-1339

                   With a copy to:       Guy Longobardo, Esq.
                                         145 Huguenot Street
                                         New Rochelle, New York 10801
                                         Telecopier Number: (914) 235-1339

                   If to ANEI at:        100 West Lucerne Circle, Suite 600
                                         Orlando, Florida 32801
                                         Attention:   President
                                         Telecopier Number: (407) 481-2560

                   With a copy to:       Guy Longobardo, Esq.
                                         145 Huguenot Street
                                         New Rochelle, New York 10801
                                         Telecopier Number: (914) 235-1339

                   If to Crescent at:    6 Nevada Drive, Building C
                                         Lake Success, New York 11042
                                         Attention:   President
                                         Telecopier Number: (516) 326-7987

                   With a copy to:       Guy Longobardo, Esq.
                                         145 Huguenot Street
                                         New Rochelle, New York 10801
                                         Telecopier Number: (914) 235-1339

or any such other address as the Holder or any Maker may specify by notice
given to the other party in accordance with this paragraph 5.

     6. Security. Payment of the principal amount of, and accrued interest
on, this Note is secured by a security interest in certain assets of Sun Tel
North American, Inc., a Delaware corporation, which is an 80% owned
subsidiary of Crescent (the "Pledgor") granted pursuant to a certain
Security Agreement of even date herewith by and between Pledgor and Holder
(the "Security Agreement"). This Note is being executed in conjunction with,
and is entitled to the benefits of, the Security Agreement.


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     7. Use of Proceeds. Of the $1,500,000 principal balance hereof,
$750,000 is being used to refinance that certain Demand Promissory Note
dated May 12, 1998 (the "May Note"), from the Makers to Rotterdam Ventures,
Inc. ("Rotterdam"), which May Note has been assigned by Rotterdam to Makers
prior to the effective date of this Note and $750,000 is being advanced
directly to the Makers. The May Note is superseded, amended and restated in
its entirety by this Note.

     8.   Conversion Option.

               A.   Subject to the provisions of Paragraph 8.b.,in lieu of
               receiving a payment in cash, either after demand or in
               connection with any prepayment of this Note by the Makers,
               the Holder may require that AMNEX issue shares of the common
               stock valued at $1.25 per share to Holder. At the time of
               demand, or not less than one (1) business day prior to the
               redemption date, Holder shall inform Makers whether or not
               Holder desires to receive cash or shares of stock in
               connection with any payment or prepayment of this Note. AMNEX
               shall have no duty to issue any fractional shares and, to the
               extent that any interest or principal cannot be paid by the
               delivery of a share of AMNEX common, because the value of the
               share exceeds the remaining amount owed, such amount shall be
               paid in cash. If Holder shall fail to notify Makers of
               Holder's election to receive shares of common stock instead
               of cash, the Makers shall pay cash.

               B.   The provisions of Paragraph 8.a. shall become
               automatically operative from and after, and to the extent
               that AMNEX has notified in a timely fashion any and all
               existing shareholders with preemptive rights to participate
               in the purchase of the Note, including the Conversion Option,
               and such rights have been waived or exercised in accordance
               with their terms. Without limiting the generality of the
               foregoing, the effectiveness of Section 8.a. shall not
               require any further action by AMNEX or the Holder other than
               sending and receiving notification of the aforesaid waiver
               and/or exercise and, in the case of one or more exercises,
               adjustment of the Note accordingly. AMNEX agrees to send
               appropriate notices to all shareholders having preemptive
               rights no later than three (3) business days after the date
               of this Note.

     9. Waivers. Makers hereby waive presentment for payment, protest and
demand, and notice of protest, demand and/or dishonor and nonpayment of this
Note, and all other notices of demands otherwise required by law that Makers
may lawfully waive. The Makers expressly agree that this Note, or any
payment hereunder may be extended from time to time without in any way
affecting the liability of Makers. No unilateral consent or waiver by Holder
with respect to any action or failure to act which, without consent, would
constitute a breach of any provision of this Note shall be valid and binding
unless in writing and signed by Holder.

     10. Consent to Jurisdiction: Jury Trial Waiver. Makers hereby submit to
the jurisdiction of the courts of the State of New York located in the City
of Schenectady and the United States District Court for the Northern
District of New York as well as to the jurisdiction of all courts to which
an appeal may be taken or other review sought from the aforesaid courts, for
the purpose of any suit, action or other proceeding arising out of Makers
obligations under and with respect to this Note, and expressly waive any and
all obligations they may have as to venue of any of such courts. MAKERS AND
HOLDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE, OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREIN). No party to this Note, including
but not limited to any assignee of or successor to Makers or Holder, shall
seek a jury trial in any lawsuit, proceeding, counterclaim or any other
litigation procedure based upon or arising out of this Note or the
relationship between the parties. No party will seek to consolidate any such
action, in which a jury trial has been waived, with any other action in
which a jury trial cannot be or has not been waived. THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY DISCUSSED BY MAKERS AND HOLDER, AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS, IN ANY WAY,


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AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS
PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

     11. Savings Clause. All agreements between Makers and Holder are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to Holder for the use,
forbearance or detention of the indebtedness evidenced hereby exceed the
maximum permissible under applicable law. Any interest received by Holder
which would exceed the maximum permissible under applicable law shall be
applied to the reduction of the principal balance evidenced hereby and not
to the payment of interest. This provision shall control every other
provision of all agreements between Makers and Holder.

     12. Attorney's Fees. If this Note shall not be paid when due and shall
be placed by the Holder hereof in the hands of any attorney for collection,
through legal proceedings or otherwise, the Makers shall pay (on demand) all
reasonable costs and expenses of collection incurred, including reasonable
attorneys' fees.

     13. Section Headings. Any section headings in this Note are included
herein for convenience of reference and shall not constitute a # part of
this Note for any other purpose.

     14. Miscellaneous.

               A.   This Note constitutes the rights and obligations of the
               Holder and the Makers. No provision of this Note may be
               modified except by an instrument in writing signed by the
               party against whom the enforcement of any modification is
               sought.

               B.   Payment of interest due under this Note prior to the Due
               Date or Redemption Date, as the case may be, shall be made to
               the registered holder of this Note. Payment of principal and
               interest due hereunder on the Due Date or Redemption Date, as
               the case may be, shall be made to the registered holder of
               this Note in accordance with the terms hereof following
               presentation of this Note upon or after such applicable date.
               No interest shall be due on this Note for such period of time
               that may elapse between the Due Date or Redemption Date, as
               the case may be, and its presentation for payment.

               C.   No recourse shall be had for the payment of the principal
               of or interest on this Note against any officer, director or
               agent of any Maker, past, present or future, all such
               liability of the officers, directors and agents being waived,
               released and surrendered by the Holder hereof by the
               acceptance of this Note.


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     IN WITNESS WHEREOF, the Makers have caused this Note to be signed on
its behalf in its corporate name, by its duly authorized officer, all as of
the day and year first above written.

                                       AMNEX, INC.
                                 
                                 
                                 
                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:
                                 
                                 
                                       AMERICAN NETWORK EXCHANGE, INC.
                                 
                                 
                                 
                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:
                                 
                                 
                                       CRESCENT PUBLIC COMMUNICATIONS, INC.
                                 
                                 
                                 
                                       By:                                    
                                          ------------------------------------
                                            Name:
                                            Title: