June 3, 1997

                                                                 $2,000,000

                         SECURED 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  IRREVOCABLE  GRANTOR TRUST DATED OCTOBER 18, 1991
(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  6  hereof,  the  aggregate  principal  sum  of  TWO  MILLION  DOLLARS
($2,000,000)  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 at the rate of ten percent (10%)
per annum from the date hereof. Accrued interest on the unpaid principal balance
of this Secured  Demand  Promissory  Note ("Note") shall be payable on the first
business day of each month 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. Security; Warrant.

          (a) Payment of the principal  amount of, and accrued interest on, this
     Note is  secured  by a  security  interest  in  certain  assets of ANEI and
     Crescent pursuant to a certain Security Agreement of even date by and among
     ANEI, Crescent and the Holder.

          (b)  Concurrently  herewith,  AMNEX is executing and delivering to the
     Holder a Warrant for the purchase of up to five hundred thousand  (500,000)
     Common Shares of AMNEX, such Warrant to be exercisable during the eight (8)
     year period  commencing on June 3, 1999 at an exercise price of two dollars
     and thirty one and one-quarter cents ($2.3125) per share (the "Initial

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     Warrant").  In the event  this Note is not paid on or before  the Due Date,
     AMNEX  shall  issue  to the  Holder  an  additional  Warrant,  in form  and
     substance  identical  to the  Initial  Warrant,  except  that the number of
     Common  Shares  subject to such  additional  Warrant  shall be one  hundred
     thousand  (100,000),  subject  to  adjustment  as set forth in the  Initial
     Warrant.

     3.  Redemption.  The  Holder,  by  its  acceptance  of  this  Note,  hereby
acknowledges that, 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.  Any such
notice of a Maker's  election to redeem and prepay as provided  for  hereinabove
shall  be given  not less  than  five (5) days  prior to the date  fixed in such
notice as the date for the redemption of this Note (the "Redemption Date").

     4.  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 the rate of fifteen percent (15%) per annum, instead
of ten percent (10%) per annum 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.

     5.  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.

     6.  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 Lender at:

         c/o Rotterdam Ventures, Inc.
         Building 6
         East Road
         Rotterdam Industrial Park
         Schenectady, New York 12306
         Attention:  David M. Buicko, Trustee



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         With copies to:

         Morrison & Foerster LLP
         1290 Avenue of the Americas
         New York, New York  10104-0012
         Attention:  Joseph W. Bartlett, Esq.
         Telecopier Number: (212) 468-7900

         and

         Steven Porter, Esq.
         Rotterdam Industrial Park
         Westcott Road
         Building 6
         Schenectady, New York  12306
         Telecopier Number:  (518) 356-5334

         If to AMNEX at:

         101 Park Avenue
         Suite 2507
         New York, New York  10178
         Attention:  Chairman
         Telecopier Number:  (212) 867-0092

         With copies to:

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

         and

         Amy S. Gross, Esq.
         American Network Exchange, Inc.
         100 West Lucerne Circle
         Suite 600
         Orlando, Florida  32801
         Telecopier Number:  (407) 481-2560



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         If to ANEI at:

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

         With a copy to:

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

         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:

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

or at such other  address as the Holder or any Maker may specify by notice given
to the other party in accordance with this paragraph 6.

     7.  Miscellaneous.  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.

     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

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may elapse between the Due Date or Redemption  Date, as the case may be, and its
presentation for payment.

     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.

     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:

                                       AMERICAN NETWORK EXCHANGE, INC.

                                       By:

                                       CRESCENT PUBLIC COMMUNICATIONS INC.

                                       By:



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                                   AMNEX, INC.
                         AMERICAN NETWORK EXCHANGE, INC.
                       CRESCENT PUBLIC COMMUNICATIONS INC.

                         SECURED DEMAND PROMISSORY NOTE

                                  JUNE 3, 1997

                          FOR USE ONLY UPON ASSIGNMENT

                               FOR VALUE RECEIVED

     The undersigned                                            (please print or
typewrite name of assignor) hereby sells, assigns and transfers unto 
                                  (please print or typewrite  name,  address and
social  security  or  taxpayer  identification  number, if any, of assignee) the
within Note of AMNEX, Inc., American Network Exchange, Inc. and Crescent  Public
Communications  Inc. in the original  principal  amount of $2,000,000 and hereby
authorizes the Makers to transfer this Note on their books.





                                              (Signature)


                                              (Signature, if jointly held)


                                              (Date)





 (Signature(s) guaranteed)



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