VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JUNE 3, 2007.

NEITHER THIS WARRANT NOR THE WARRANT  STOCK (AS  HEREINAFTER  DEFINED) HAVE BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THIS
WARRANT AND THE WARRANT STOCK MAY BE  TRANSFERRED  ONLY IN  COMPLIANCE  WITH THE
ACT. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT  ISSUED IN EXCHANGE FOR THIS
WARRANT.


                                   AMNEX, INC.

             (Incorporated under the laws of the State of New York)

                                     Warrant
                                                                    June 3, 1997

     FOR VALUE RECEIVED,  AMNEX,  INC., a New York  corporation (the "Company"),
hereby certifies that FRANCESCO GALESI  IRREVOCABLE  GRANTOR TRUST DATED OCTOBER
18, 1991  (together with any person to whom or which this Warrant or any portion
thereof has been assigned or transferred,  the "Holder") is entitled, subject to
the provisions of this Warrant, to purchase from the Company,  during the period
commencing  on June 3, 1999 and  expiring at 5:00 P.M.,  New York City time,  on
June 3, 2007, up to FIVE HUNDRED THOUSAND (500,000) COMMON SHARES of the Company
(the "Common  Shares") at a price of TWO DOLLARS AND THIRTY-ONE AND  ONE-QUARTER
CENTS ($2.3125) per Common Share (the "Exercise Price").

     The  number  of Common  Shares to be  received  upon the  exercise  of this
Warrant may be adjusted from time to time as hereinafter  set forth.  The Common
Shares  deliverable  upon such exercise,  and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock".

     The Holder,  by his  acceptance  hereof,  agrees with the Company that this
Warrant is issued, and all the rights hereunder shall be held subject to, all of
the conditions, limitations and provisions set forth herein.

     1.  Exercise  of  Warrant.  (a)  This  Warrant  may  be  exercised  by  its
presentation  and surrender to the Company at its  principal  office on or after
June 3, 1999 and before 5:00 P.M., New York City time, on June 3, 2007, with the
Warrant  Exercise Form attached  hereto duly executed and accompanied by payment
(either in cash or by certified or official bank check,  payable to the order of
the  Company) of the Exercise  Price for the number of shares  specified in such
Form. If this Warrant should be exercised in part only, the Company shall,  upon
surrender  of this Warrant for  cancellation,  execute and deliver a new Warrant
evidencing  the rights of the  Holder  thereof to  purchase  the  balance of the
shares purchasable hereunder.


                                        1

<PAGE>



          (b)  Notwithstanding  the foregoing,  but subject to the provisions of
     applicable  law  and  regulations,  including,  without  limitation,  those
     relating  to  margin   requirements,   the  Exercise   Price  may  be  paid
     concurrently  with the sale of the Warrant  Stock in a "cashless  exercise"
     transaction.

     2.  Reservation  of  Shares.  The  Company  will at all times  reserve  for
issuance and delivery  upon  exercise of this Warrant all Common Shares or other
shares of capital stock of the Company (and other  securities and property) from
time to time receivable upon exercise of this Warrant.

     3.  Fractional   Shares.  The  Company  shall  not  be  required  to  issue
certificates  representing  fractions of Common Shares, nor shall it be required
to issue scrip or pay cash in lieu of fractional interests,  it being the intent
of the Company and the Holder that all fractional interests shall be eliminated.

     4. Exchange or Assignment of Warrant. This Warrant is exchangeable, without
expense,  at the option of the Holder, upon presentation and surrender hereof to
the Company for other Warrants of different denominations,  entitling the Holder
to  purchase  in the  aggregate  the same  number of Common  Shares  purchasable
hereunder.  Subject to the  provisions  of this  Warrant  and the receipt by the
Company of any required  representations and agreements,  upon surrender of this
Warrant to the Company  with the Warrant  Assignment  Form  annexed  hereto duly
executed  and funds  sufficient  to pay any  transfer  tax,  the Company  shall,
without additional charge,  execute and deliver a new Warrant in the name of the
assignee named in such  instrument of assignment and this Warrant shall promptly
be cancelled.

     5.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled  to any rights of a  shareholder  of the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     6. Anti-Dilution Provisions.

          6.1 Adjustments for Stock Dividends; Combinations, Etc.

               (a) In  case  the  Company  shall  do any  of the  following  (an
          "Event"):

                    (i) declare a dividend or other  distribution  on its Common
               Shares payable in Common Shares of the Company,

                    (ii) subdivide the  outstanding  Common Shares pursuant to a
               stock split or otherwise,

                    (iii) combine the  outstanding  Common Shares into a smaller
               number of shares pursuant to a reverse split or otherwise, or


                                        2

<PAGE>



                    (iv) reclassify its Common Shares,

          then the  Exercise  Price in effect at the time of the record date for
          such dividend or other  distribution  or of the effective date of such
          subdivision,  combination  or  reclassification  shall be changed to a
          price  determined  by dividing (a) the product of the number of Common
          Shares outstanding  immediately prior to such Event, multiplied by the
          Exercise  Price in effect  immediately  prior to such Event by (b) the
          number of Common Shares outstanding immediately after such Event. Each
          such  adjustment  of the  Exercise  Price shall be  calculated  to the
          nearest cent. No such adjustment  shall be made in an amount less than
          one cent  ($.01),  but any such  amount  shall be carried  forward and
          shall  be  given  effect  in  connection   with  the  next  subsequent
          adjustment.  Such adjustment shall be made  successively  whenever any
          Event listed above shall occur.

               (b) Whenever the Exercise  Price is adjusted as set forth in this
          Section 6.1 (whether or not the Company then or  thereafter  elects to
          issue  additional  Warrants in  substitution  for an adjustment in the
          number of shares of  Warrant  Stock),  the number of shares of Warrant
          Stock specified in each Warrant which the Holder may purchase shall be
          adjusted,  to the nearest full share,  by  multiplying  such number of
          Common Shares  immediately prior to such adjustment by a fraction,  of
          which the numerator shall be the Exercise Price  immediately  prior to
          such  adjustment  and the  denominator  shall  be the  Exercise  Price
          immediately thereafter.

          6.2 Adjustment for Reorganization, Consolidation or Merger. In case of
     any reorganization of the Company (or any other corporation, the securities
     of which are at the time  receivable on the exercise of this Warrant) after
     the date  hereof or in case after such date the  Company (or any such other
     corporation)   shall  consolidate  with  or  merge  with  or  into  another
     corporation,  then, and in each such case, the Holder of this Warrant, upon
     the  exercise  thereof  as  provided  in  Section  l at any time  after the
     consummation  of such  reorganization,  consolidation  or merger,  shall be
     entitled to receive, in lieu of the securities and property receivable upon
     the exercise of this Warrant prior to such consummation,  the securities or
     property  to  which  such  Holder  would  have  been   entitled  upon  such
     consummation  if such Holder had exercised this Warrant  immediately  prior
     thereto all subject to further  adjustment  as provided in Section 6.l, and
     the  terms of this  Warrant  shall be  binding  upon any  successor  to the
     Company by way of consolidation or merger;  in each such case, the terms of
     this Warrant shall be applicable to the  securities or property  receivable
     upon the exercise of this Warrant after such consummation.

     7. Restrictions on Exercise; Registration Rights.

          7.1 Investment Intent.  Unless,  prior to the exercise of the Warrant,
     the issuance of the Warrant Stock has been  registered  with the Securities
     and Exchange  Commission  pursuant to the Act, the notice of exercise shall
     be  accompanied  by a  representation  of the Holder to the  Company to the
     effect that such shares are being  acquired for  investment  and not with a
     view to the distribution  thereof,  and such other  documentation as may be
     required  by the  Company,  unless in the opinion of counsel to the Company
     such  representation or other documentation is not necessary to comply with
     the Act.

                                        3

<PAGE>



          7.2  Listing;  Qualification.  The Company  shall not be  obligated to
     deliver  any shares of Warrant  Stock  until they have been  listed on each
     securities  exchange or other  self-regulatory  body on which the Company's
     Common  Shares  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,   including,  without  limitation,
     compliance with Rule 10b-17  promulgated under the Securities  Exchange Act
     of 1934,  as amended.  The Company shall use  reasonable  efforts to obtain
     such listing, qualification and compliance.

          7.3 Registration  Rights.  The Holder shall have  registration  rights
     with regard to the Warrant Stock to the same extent as if the Warrant Stock
     had been  included  within  the  definition  of  "Registration  Stock"  for
     purposes of that certain Stock Exchange  Agreement,  dated as of January 7,
     1997, by and between the Company and Francesco Galesi.

     8.  Lost,  Stolen  or  Destroyed  Warrants.  In the event  that the  Holder
notifies the Company that this  Warrant has been lost,  stolen or destroyed  and
provides (a) a letter, in form  satisfactory to the Company,  to the effect that
he will  indemnify  the  Company  from any  loss  incurred  by it in  connection
therewith, and/or (b) an indemnity bond in such amount as is reasonably required
by the Company,  the Company having the option of electing  either (a) or (b) or
both,  the Company  may,  in its sole  discretion,  accept  such  letter  and/or
indemnity bond in lieu of the surrender of this Warrant as required by Section 1
hereof.

     9. Applicable Law. This Warrant 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 principles thereof.

     IN WITNESS WHEREOF, the Company has caused this Warrant 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:






<PAGE>



                                   AMNEX, INC.

                              WARRANT EXERCISE FORM


     The undersigned  hereby  irrevocably  elects to exercise the within Warrant
dated June 3, 1997 to the extent of purchasing  _______________ Common Shares of
AMNEX,  Inc.  indicated  below.  The  undersigned  hereby  makes  a  payment  of
$_________________ in payment therefor.



                                  Name of Holder


                                  Signature of Holder or Authorized
                                  Representative


                                  Signature, if jointly held


                                  Name and Title of Authorized Representative


                                  Address of Holder



                                  Date


<PAGE>



                                   AMNEX, INC.

                             WARRANT ASSIGNMENT FORM

     FOR VALUE  RECEIVED,  _________________________  hereby sells,  assigns and
transfers unto

Name _________________________________________________________________________
         (Please typewrite or print name of assignee in block letters)

Address________________________________________________________________________
the right to purchase Common Shares of AMNEX,  Inc.  represented by this Warrant
dated June 3, 1997 to the extent of _____________  Common Shares and does hereby
irrevocably constitute and appoint _______________ attorney to transfer the same
on the books of the Company with full power of substitution in the premises.




                              Name of Holder


                              Signature of Holder or Authorized
                              Representative


                              Signature, if jointly held


                              Name and Title of Authorized Representative


                              Date


Signature(s) guaranteed:


K:\WPDOC\CORP\AMNEX\GALESI\WARRANT.2M1



<PAGE>