ASSET PURCHASE AGREEMENT

                           Dated as of August 31, 1996

                                 by and between

                                 TELEPLUS, INC.

                                       and

                                   AMNEX, INC.



<PAGE>


<TABLE>
<CAPTION>


                                                   TABLE OF CONTENTS

  <S>                 <C>                                                                                          <C>
                                                                                                                   PAGE
  SECTION 1.          Certain Definitions.............................................................................4
  SECTION 2.          Assignment of Dealer Agreement..................................................................6
                      2.1      Dealer Agreement To Be Assigned........................................................6
  SECTION 3.          Consideration...................................................................................6
                      3.1      Amount of Purchase Price...............................................................6
                      3.2      Payment of Purchase Price..............................................................6
                      3.3      Due and Payable Commissions............................................................7
  SECTION 4.          Representations and Warranties of Seller........................................................7
                      4.1      Good Standing..........................................................................7
                      4.2      Authorization; Consents; Conflicts.....................................................7
                      4.3      No Additional Agreements...............................................................8
                      4.4      No Amounts Due and Owing...............................................................8
                      4.5      Legal Proceedings......................................................................8
                      4.6      Orders, Decrees, Etc...................................................................9
                      4.7      Governmental Approvals.................................................................9
                      4.8      No Omissions...........................................................................9
                      4.9      Investment Intent......................................................................9
                      4.10 Restricted Securities.....................................................................10

  SECTION 5.  Representations and Warranties of Buyer................................................................11
                      5.1      Good Standing.........................................................................11
                      5.2      Authorization.........................................................................11
                      5.3      No Additional Agreements..............................................................11
                      5.4      Orders, Decrees, Etc..................................................................12
                      5.5      Governmental Approvals................................................................12
                      5.6      No Omissions..........................................................................12
                      5.7      Restricted Securities.................................................................12

  SECTION 6.  Non-Disclosure, Non Interference.......................................................................13
                      6.1      Non-Disclosure........................................................................13
                      6.2      Non-Interference......................................................................13

  SECTION 7.          Non-Competition................................................................................13
                      7.1      Non-Competition.......................................................................13
                      7.2      Non-Solicitation......................................................................14
                      7.3      Specific Performance..................................................................15
                      7.4      Severability..........................................................................15

  SECTION 8.  Indemnification........................................................................................15
                      8.1      Indemnification by Seller.............................................................15
                      8.2      Indemnification by Buyer..............................................................16
                      8.3      Procedures for Indemnification........................................................16

  SECTION 9.  Registration Rights....................................................................................16
                      9.1      Required Registration.................................................................16
                      9.2      Procedure for Registration............................................................17
                      9.3      Piggyback Registration................................................................17
                      9.4      Indemnification by Buyer..............................................................19
                      9.5      Indemnification by Seller.............................................................20
                      9.6      Holdback Agreement....................................................................21

  SECTION 10.         Survival of Representations;
                               Effect of Certificates................................................................22
                      10.1     Survival..............................................................................22

  SECTION 11.  No Broker.............................................................................................22

  SECTION 12.  Notices...............................................................................................23

  SECTION 13.  Miscellaneous.........................................................................................24
                      13.1     Entire Agreement......................................................................24
                      13.2     Governing Law; Arbitration............................................................25
                      13.3     Benefit of Parties; Assignment........................................................25
                      13.4     Pronouns..............................................................................26
                      13.5     Headings..............................................................................26
                      13.6     Counterparts..........................................................................26
                      13.7     Further Assurances....................................................................26


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<PAGE>



                            ASSET PURCHASE AGREEMENT


                  ASSET  PURCHASE  AGREEMENT  dated as of August 31,  1996 (this
  "Agreement") by and between TelePlus,  Inc., a Texas  corporation  ("Seller"),
  and AMNEX, Inc., a New York corporation ("Buyer").

                              W I T N E S S E T H:

                  WHEREAS,  Buyer  desires to  purchase  from  Seller and Seller
  desires  to sell to  Buyer,  all of the  rights  of  Seller  resulting  in the
  termination  of  Seller's  interest  in  and  to  that  certain  Mexico  Sales
  Representative  Agreement  (the  "Dealer  Agreement")  dated  November 3, 1993
  between Seller and Capital  Network  System,  Inc., a Texas  corporation and a
  wholly-owned  subsidiary of Buyer ("CNSI"),  upon the terms and conditions and
  for the purchase price hereinafter set forth.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
  contained  herein  and for other  good and  valuable  consideration  set forth
  herein, the parties hereto agree as follows:

                  SECTION 1.  Certain Definitions.  For purposes of this
  Agreement, the following terms shall have the respective meanings
  set forth below:

                  "Actions" means any claims, actions,  complaints,  grievances,
  suits,  proceedings  and  investigations,  whether  at law,  in  equity  or in
  admiralty or before any court,  arbitrator,  arbitration panel or Governmental
  Authority.

                  "Closing" means the closing of the  transactions  contemplated
  hereby,  which shall take place simultaneously with the execution and delivery
  of this Agreement on the date first above written.

                  "Closing Date" means the date first above written.

                  "Commission" means the Securities and Exchange
  Commission.

                  "Costs  and  Expenses"  shall  include  all of the  costs  and
  expenses relating to the Registration  Statement  involved,  including but not
  limited to registration,  filing and qualification  fees,  blue-sky  expenses,
  printing  expenses,  reasonable  fees and  disbursements  of counsel to Buyer,
  counsel to



<PAGE>



  Seller, and accounting fees; provided,  however,  that underwriting  discounts
  and commissions and reimbursable underwriters' expenses will be borne pro rata
  by the holders of the securities included in the Registration Statement.

                  "Damages" mean losses,  liabilities,  costs, damages,  claims,
  taxes and expenses (including attorneys fees and expenses.)

                  "Dealer Agreement" means that certain Mexico Sales
  Representative Agreement dated November 3, 1993 between Seller and CNSI.

                  "Governmental  Authority"  means any agency,  instrumentality,
  department,  commission,  court, tribunal or board of any government,  whether
  foreign or domestic and whether national, federal, state, provincial or local.

                  "Laws"  mean  laws,   rules,   regulations,   codes,   orders,
  ordinances, judgments, injunctions, decrees and policies.

                  "Lien" means any security  interest,  lien,  mortgage,  claim,
  charge, pledge, restriction, equitable interest or encumbrance of any nature.

                  "Person"  means  any  natural  person,  corporation,  business
  trust, joint venture, association, company, firm, partnership, or other entity
  or government or Governmental Authority.

                  "Registration    Statement"   means   an   appropriate   shelf
  registration statement pursuant to Rule 415 under the Securities Act.

                  "Securities Act" means the Securities Act of 1933, as amended,
  or any similar federal law then in effect.

                  SECTION 2.  Assignment of Dealer Agreement.

                  2.1.  Dealer  Agreement To Be Assigned.  Seller  hereby sells,
  conveys, transfers, assigns and delivers to Buyer, its successors and assigns,
  free and clear of all Liens, all of Seller's right,  title and interest in and
  to the  Dealer  Agreement  and  Buyer  hereby  buys and  accepts,  the  Dealer
  Agreement.

                  SECTION 3.  Consideration.

                  3.1.     Amount of Purchase Price.  The total consideration



<PAGE>



  (the "Purchase  Price") to be paid by Buyer for assignment and  termination of
  Seller's  interest in the Dealer Agreement and the covenant not to compete set
  forth in  Section  7 hereof  (the  "Covenant")  shall be  $5,250,000  of which
  $10,000 shall be allocated to the Covenant.

                  3.2.     Payment of Purchase Price.

                           (a)  Concurrently with the execution hereof, Buyer
  is paying to Seller $1,500,000 of the Purchase Price (the "Initial  Payment"),
  by the delivery by Buyer to Seller of a certified or bank  cashier's  check in
  such amount  payable to the order of Seller or by means of a wire  transfer in
  such amount to an account number and depository designated by Seller; and

                           (b)      $3,750,000.00 of the Purchase Price shall be
  payable as follows:

                           (i)      on January 30, 1997 Buyer shall issue and
  deliver  526,168  shares of Common  Stock of Buyer,  $.001 par value per share
  (the "AMNEX Common Stock"), to Seller; and

                           (ii)     on January 30, 1998 Buyer shall issue and
  deliver 526,168 shares of AMNEX Common Stock to Seller.  Such number of shares
  of AMNEX Common Stock (collectively,  the "AMNEX Shares") have been determined
  by averaging the closing share price as reflected in the "Close" column in the
  NASDAQ/Wall  Street  Journal  Quotation  of  Buyer's  Common  Stock for the 30
  trading days preceding August 1, 1996, as reported by the NASDAQ Stock Market.


                           (c)      Until such time as the AMNEX Shares are
  registered  under the Securities Act pursuant to Section 12 hereof,  the AMNEX
  Shares shall be unregistered and subject to certain trading restrictions which
  shall be as set forth in Rule 144 promulgated under the Securities Act.

                  3.3.  Due and  Payable  Commissions.  Buyer  shall pay  Seller
  within the time specified by the Dealer  Agreement all monies and  commissions
  due,  payable and/or accrued  through the Closing Date (i.e.,  commissions for
  July and August 1996  services  shall be paid in September  and October  1996,
  respectively).

                  SECTION 4.  Representations and Warranties of Seller.
  Seller hereby warrants and represents to and agrees with Buyer as
  follows:




<PAGE>



                  4.1. Good Standing.  Seller is a corporation  duly  organized,
  validly  existing and in good  standing  under the laws of the State of Texas,
  has full power and  authority  to own,  lease and operate its  properties  and
  assets  and to  conduct  its  business  as now  being  conducted,  and is duly
  qualified  or  licensed  to do  business  as a  foreign  corporation  in  each
  jurisdiction  in which the nature of its business or its  ownership or leasing
  of property  requires  such  qualification,  except where the failure to be so
  qualified as a foreign  corporation would not materially  adversely affect the
  business of Seller.

                  4.2.     Authorization; Consents; Conflicts.

                  The  execution   and  delivery  of  this   Agreement  and  the
  consummation of the transactions contemplated hereby have been duly authorized
  by the Board of Directors of Seller and all other  corporate  action of Seller
  necessary to authorize the  execution  and delivery of this  Agreement and the
  consummation of the  transactions  contemplated  hereby have been taken.  This
  Agreement  constitutes the valid and binding  obligation of Seller enforceable
  against it in  accordance  with the terms  hereof.  No consent of any  lender,
  trustee,  security holder of Seller, or other Person is required for Seller to
  enter into and  deliver  this  Agreement  or to  consummate  the  transactions
  contemplated hereby, nor do the Articles of Incorporation or By-Laws of Seller
  or any Contract, mortgage or other instrument to which Seller is a party or by
  which  Seller is bound or affecting  any of its  properties  conflict  with or
  restrict the execution and delivery of this Agreement or the  consummation  of
  the transactions contemplated hereby.

                  4.3. No Additional  Agreements.  The Dealer Agreement,  a true
  and correct  copy of which is attached on Schedule  4.3,  represents  the only
  Contract,  agreement,  instrument or  understanding  between  Seller and CNSI,
  other than this  Agreement  and no other Person other than CNSI has any rights
  arising  out of or  related  to the  Dealer  Agreement  and is, to the best of
  Seller's  knowledge,  in full  force  and  effect.  To the  best  of  Seller's
  knowledge, Seller is not in breach of the Dealer Agreement.

                  4.4.     No Amounts Due and Owing.  To the best of Seller's
  knowledge, there  are no amounts due and owing to Seller from
  either Buyer or CNSI other than commissions for July and August
  1996 referred in Section 3.3 hereof.

                  4.5.  Legal Proceedings. Except for the ATI Settlement
  described in Section 4.6, below, there are no Actions (whether or
  not purportedly on behalf of Seller) pending or, to the knowledge



<PAGE>



  of Seller,  threatened  against or affecting  Seller or any of its properties,
  rights or business.  Seller is not in default with respect to any order, writ,
  injunction or decree of any Governmental  Authority that may effect the Dealer
  Agreement.  The ATI  Settlement  will not have an adverse effect on the Dealer
  Agreement.

                  4.6. Orders,  Decrees,  Etc.  There  are  no  orders, decrees,
  injunctions, rulings, decisions, directives, consents or regulations of any
  court or any Governmental  Authority issued against,  or binding on, Seller
  which do or may affect, limit or control the Dealer Agreement, except for that
  certain Agreed  Order  of  Dismissal  With  Prejudice  and to  Dissolve  Cash 
  Bond and Compromise Settlement Agreement and Mutual Release in the case 
  styled, TelePlus, Inc. and Capital Network System,  Inc. vs.  American  
  Telesource  International, Inc., et al.,  (CA95-CI-01168) in the District 
  Court, Bexar County,  Texas, 45th Judicial District (the "ATI Settlement").

                  4.7. Governmental  Approvals.  No governmental authori zation,
  approval,  order, license, permit,  franchise, or consent and no registration,
  declaration or filing by Seller or any shareholder or Affiliate of Seller with
  any  Governmental  Authority is required in connection  with the execution and
  delivery  of  this  Agreement  and  the   consummation  of  the   transactions
  contemplated hereby.

                  4.8.  No  Omissions.  Seller  does not, as of the date of this
  Agreement,  know of any facts or  circumstances  not  disclosed to Buyer which
  indicate  that  the  Dealer  Agreement  may be  adversely  affected  or  which
  otherwise  reasonably should be disclosed to Buyer in order to make any of the
  representations  or  warranties  made  herein  on the part of the  Seller  not
  misleading.  No  representation  or  warranty  by  Seller  contained  in  this
  Agreement, and no statement contained in any Schedule, Exhibit, certificate or
  other  instrument  furnished  to  Buyer  under  or  in  connection  with  this
  Agreement,  contains any untrue  statement of any material  fact,  or omits to
  state any material fact  necessary in order to make the  statements  contained
  herein or therein not misleading.

                  4.9.     Investment Intent.  Seller is acquiring the AMNEX
  Shares for its own account and not with a present view to, or for
  sale in connection with, any distribution thereof in violation of
  the Securities Act of 1933, as amended (the "Securities Act").
  Seller consents to the placement of the following legend on each
  certificate representing the AMNEX Shares:




<PAGE>



        "THE  SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
        REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND MAY NOT BE
        TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION  STATEMENT UNDER
        SUCH  ACT IS THEN  IN  EFFECT  WITH  RESPECT  THERETO,  (ii) A
        WRITTEN  OPINION FROM COUNSEL FOR THE ISSUER OR OTHER  COUNSEL
        FOR THE HOLDER  REASONABLY  ACCEPTABLE  TO THE ISSUER HAS BEEN
        DELIVERED   TO  THE  ISSUER  TO  THE   EFFECT   THAT  NO  SUCH
        REGISTRATION  IS REQUIRED OR (iii) A 'NO ACTION' LETTER OR ITS
        THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES
        AND  EXCHANGE  COMMISSION  WITH  RESPECT TO SUCH  TRANSFER  OR
        SALE."

                  4.10. Restricted Securities. Seller understands that the AMNEX
  Shares will not be  registered  when issued and  delivered to Seller under the
  Securities  Act for the reason that the sale provided for in this Agreement is
  exempt  pursuant to Section 4 of the  Securities  Act and that the reliance of
  Buyer on such exemption is predicated in part on Seller's  representations set
  forth herein. Seller represents that it is experienced in evaluating companies
  such as Buyer,  is able to fend for itself,  has such knowledge and experience
  in financial and business  matters as to be capable of  evaluating  the merits
  and risks of its  investment,  and has the ability to suffer the total loss of
  its  investment.  Seller further  represents  that Buyer has furnished it with
  Buyer's  Annual  Report on Form 10-K for the year ended  December 31, 1995 and
  subsequent reports on Form 10-Q and 8-K (the "AMNEX Public Documents) and that
  Seller has reviewed the same and has been afforded the  opportunity  to obtain
  such other  information as it has deemed  necessary to evaluate its investment
  in AMNEX Common Stock,  ask questions of and receive  answers from the Company
  and to obtain additional information (to the extent the Company possessed such
  information  or could  acquire  it  without  unreasonable  effort or  expense)
  necessary  to verify the  accuracy of any  information  furnished  to it or to
  which it had access.

                  Seller  understands  that the  AMNEX  Shares  may not be sold,
  transferred or otherwise disposed of without registration under the Securities
  Act or an  exemption  therefrom  and  that  in  the  absence  of an  effective
  registration  statement  covering  the Shares or an available  exemption  from
  registration  under  the  Securities  Act,  the  AMNEX  Shares  must  be  held
  indefinitely.

                  SECTION 5.  Representations and Warranties of Buyer.
  Buyer warrants and represents to and agrees with Seller as
  follows:




<PAGE>



                  5.1. Good  Standing.  Buyer is a corporation  duly  organized,
  validly existing and in good standing under the laws of the State of New York,
  has full power and  authority  to own,  lease and operate its  properties  and
  assets  and to  conduct  its  business  as now  being  conducted,  and is duly
  qualified  or  licensed  to do  business  as a  foreign  corporation  in  each
  jurisdiction  in which the nature of its business or its  ownership or leasing
  of property  requires  such  qualification,  except where the failure to be so
  qualified as a foreign  corporation would not materially  adversely affect the
  business of Buyer.

                  5.2.  Authorization.   The  execution  and  delivery  of  this
  Agreement and the  consummation of the transactions  contemplated  hereby have
  been  duly  authorized  by the  Board  of  Directors  of Buyer  and all  other
  corporate action of Buyer, including all shareholder approvals, authorizations
  and  ratifications,  necessary to authorize the execution and delivery of this
  Agreement and the  consummation of the transactions  contemplated  hereby have
  been  taken.  This  Agreement   constitutes  a  binding  obligation  of  Buyer
  enforceable  against  Buyer in  accordance  with its terms.  No consent of any
  lender,  trustee,  security  holder of Buyer,  or other Person is required for
  Buyer  to  enter  into  and  deliver  this  Agreement  or  to  consummate  the
  transactions  contemplated  hereby, nor do the Certificate of Incorporation or
  By-Laws of Buyer or any Contract,  mortgage or other instrument to which Buyer
  is a party or by which  Buyer is  bound  or  affecting  any of its  properties
  conflict with or restrict the execution and delivery of this  Agreement or the
  consummation of the transactions contemplated hereby.

                  5.3.     No Additional Agreements.  Buyer is not in default
  with respect to any order, writ, injunction or decree of any
  Governmental Authority that may effect the Dealer Agreement.

                  5.4.     Orders, Decrees, Etc.  There are no orders,
  decrees, injunctions, rulings, decisions, directives, consents or
  regulations of any court or any Governmental Authority issued
  against, or binding on, Buyer which do or may affect, limit or
  control the Dealer Agreement, except for that certain Agreed Order
  of Dismissal With Prejudice and to Dissolve Cash Bond and
  Compromise Settlement Agreement and Mutual Release in the case
  styled TelePlus, Inc. and Capital Network System, Inc. vs.
  American Telesource International, Inc., et al., (CA95-CI-01168)
  in the District Court, Bexar County, Texas, 45th Judicial
  District.

                  5.5. Governmental  Approvals.  No governmental authoriza tion,
  approval,  order, license, permit,  franchise, or consent and no registration,
  declaration  or filing by Buyer or any  shareholder or Affiliate of Buyer with
  any  Governmental  Authority is required in connection  with the execution and
  delivery  of  this  Agreement  and  the   consummation  of  the   transactions
  contemplated hereby.

                  5.6.  No  Omissions.  No  representation  or warranty by Buyer
  contained  in this  Agreement,  and no statement  contained  in any  Schedule,
  Exhibit,  certificate  or other  instrument  furnished  to  Buyer  under or in
  connection  with this  Agreement,  and no AMNEX Public  Document  contains any
  untrue  statement of any material  fact,  or omits to state any material  fact
  necessary  in order to make the  statements  contained  herein or therein  not
  misleading.

                  5.7.  Restricted  Securities.  As and  when  required  by this
  Agreement,  the Buyer shall  issue,  deliver to Seller and  register the AMNEX
  Shares,  and when issued,  the AMNEX Shares will be duly  authorized,  validly
  issued,  fully paid and non-assessable,  and listed for trading on, the Nasdaq
  Stock Market or such  national  securities  exchange on which the AMNEX Shares
  are then listed, if any.

                  SECTION 6.  Non-Disclosure, Non Interference.

                  6.1.     Non-Disclosure.  The Seller recognizes the interest
  of Buyer in maintaining the confidential nature of the proprietary
  and other business and commercial information of Buyer and CNSI.

                           a.       In consideration thereof, Seller shall not,
  except to the  extent  necessary  to fulfill  this  Agreement,  or,  except as
  authorized in writing by Buyer, directly or indirectly,  publish,  disclose or
  use,  or  authorize  anyone else to  publish,  disclose or use,  any secret or
  confidential matter, or proprietary or other confidential business information
  not in the public domain and acquired by Seller, relating to any aspect of the
  operations,    customers,   marketing,   contracts,    activities,   research,
  investigations  or obligations of any of Buyer or CNSI now known to the Seller
  as a result of the Dealer Agreement, (the "Confidential Information").

                           b.       In the event that Seller becomes legally
  required to disclose any Confidential Information,  Seller shall provide Buyer
  with prompt notice so that it may seek a protective order or other appropriate
  remedy and/or waive compliance with the provisions of this Section 6.1. In the
  event that such  protective  order or other  remedy is not  obtained,  or that
  Buyer waives compliance with the provisions of this Section 6.1, Seller shall



<PAGE>



  furnish only that  portion of the  Confidential  Information  which is legally
  required to be furnished, in the opinion of counsel to Seller.

                  6.2.     Non-Interference.  Seller shall not (a) infringe or
  interfere with any of Buyer's or CNSI's copyright, trademark or
  trade name rights, or any profits therefrom, or (b) use or
  disclose, for itself or for the benefit of another, any
  Confidential Information.

                  SECTION 7.        Non-Competition

                  7.1.  Non-Competition.  For a period of three  years  from and
  after the date  hereof,  Seller  shall not (a) sell,  directly or  indirectly,
  either for itself or as an agent for another, any  telecommunications  product
  or service to any person or entity for which Seller was paid by CNSI or any of
  its affiliates any type of compensation,  commission or fee, including without
  limitation, the 2% Fee (as such term is defined in the Dealer Agreement) (such
  person or entity  being  referred  to herein as a  "Current  CNSI  Customer"),
  unless CNSI's  contract  with a Current CNSI  Customer has been  terminated or
  expired  and a period of sixty  (60) days has  elapsed  since the date of such
  termination or expiration,  (b) compete,  directly or indirectly, by providing
  or  offering to provide,  directly or  indirectly,  either for itself or as an
  agent for  another,  operator  services  to any person or entity that is not a
  Current CNSI  Customer but  subsequent to the date of this  Agreement,  enters
  into and is under a contract  with Buyer or CNSI for the provision of operator
  services in Mexico (a "Future CNSI Customer"),  (c) request, induce or attempt
  to  influence  any Current  CNSI  Customer  or Future CNSI  Customer to limit,
  curtail or cancel its business with Buyer or CNSI,  (d) engage in any activity
  that would tend to disparage or diminish Buyer's or CNSI's reputation,  or (e)
  request,  induce or  attempt  to  influence  any  current  or future  officer,
  director,  employee,  consultant,  agent or representative of Buyer or CNSI to
  commit any act that, if committed by Seller,  would constitute a breach of any
  provision of this Section 7. Buyer and Seller expressly  acknowledge and agree
  that the terms and  conditions of this  Agreement  shall not limit Seller from
  selling, directly or indirectly, either for itself or as an agent for another,
  any  telecommunications  product or  service to any person or entity  which is
  not, at the time of such sale(s),  and has not been for a period of sixty (60)
  days preceding  such sale(s),  a Current CNSI Customer or which is not, at the
  time  of  such  sale(s),   a  Future  CNSI  Customer,   or  from  selling  any
  telecommunication  product or  service  other than  operator  services  to any
  Future CNSI Customer.



<PAGE>



                  7.2.  Non-Solicitation.  Neither  Seller nor any  Affiliate of
  Seller, and neither Buyer or CNSI nor any of their respective Affiliates,  for
  a period of three  years from and after the date  hereof,  shall,  directly or
  indirectly,  hire, offer to hire,  entice away,  retain,  employ or solicit or
  attempt to solicit  (either for itself or as agent for another) for employment
  or induce,  persuade or encourage any person to leave the other party's employ
  who, prior to the date hereof was, or during such period will be,  employed or
  retained by the other party as a consultant, agent, employee or otherwise. For
  purposes of this  Section  7.2, a person shall be deemed to be in the "employ"
  of CNSI or Buyer if such person is employed by an  affiliate of Buyer or by an
  unaffiliated  entity conducting  business as an employment  agency,  including
  without  limitation,  Manpower,  Inc, and Seller after due inquiry is aware of
  such relationship.

                  7.3. Specific Performance. Seller acknowledges and agrees that
  any  breach  of  Section  6 above or this  Section  7 is  likely  to result in
  irreparable  injury to Buyer,  that  monetary  damages  will be an  inadequate
  remedy of such breach and that,  accordingly,  in addition to any other remedy
  that  Buyer  may  have,  Buyer  shall be  entitled  to  enforce  the  specific
  performance  of such Section 6 and this  Section 7 and to seek both  permanent
  and temporary relief in the event of any breach hereof.

                   7.4.  Severability.  The parties  acknowledge  that the time,
  scope,  geographic  area and  other  provisions  of this  Section  7 have been
  specifically negotiated by sophisticated commercial parties and agree that all
  such provisions are reasonable  under the  circumstances  of the  transactions
  contemplated  by this  Agreement.  If any  portion of this  Section 7 shall be
  determined to be invalid and unenforceable as written, each such portion shall
  be  enforced  to the  extent  reasonable  under  the  circumstances  and  such
  determination  shall not affect the validity or  enforceability of the balance
  hereof,  and such  balance  shall  remain  in full  force  and  effect.  It is
  understood  that Seller is entering  into this  non-competition  agreement  in
  order to induce Buyer to enter into this Agreement.

                  SECTION 8.  Indemnification.

                  8.1. Indemnification by Seller. Seller agrees to indemnify and
  hold Buyer  harmless  from and  against  any and all  Damages  which Buyer may
  sustain  at any time by reason of the  breach or  inaccuracy  of or failure to
  comply  with  any  warranties,   representations,   conditions,  covenants  or
  agreements  of Seller  contained  in this  Agreement,  or in any  agreement or
  document



<PAGE>



  delivered  pursuant hereto or in connection with this Agreement or arising out
  of the consummation of the transactions contemplated hereby.

                  8.2.  Indemnification  by Buyer. Buyer agrees to indemnify and
  hold Seller  harmless  from and against any and all Damages  which  Seller may
  sustain  at any time by reason of the  breach or  inaccuracy  of or failure to
  comply  with  any  warranties,   representations,   conditions,  covenants  or
  agreements  of Buyer  contained  in this  Agreement,  or in any  agreement  or
  document  delivered  pursuant  hereto or in connection  with this Agreement or
  arising out of the consummation of the transactions contemplated hereby.

                  8.3.  Procedures  for  Indemnification.  In the event that any
  claim is asserted  against  any party  hereto,  or any party  hereto is made a
  party  defendant  in any  action  or  proceeding,  and such  claim,  action or
  proceeding  involves a matter  which is the  subject of this  indemnification,
  then such party (an  "Indemnified  Party")  shall give  written  notice to the
  other  party  hereto  (the  "Indemnifying  Party")  of such  claim,  action or
  proceeding,  and such  Indemnifying  Party shall have the right to join in the
  defense of said claim,  action or proceeding at such Indemnifying  Party's own
  cost and expense and, if the Indemnifying  Party agrees in writing to be bound
  by and to  promptly  pay the full amount of any final  judgment  from which no
  further appeal may be taken and if the Indemnified Party is reasonably assured
  of the  Indemnifying  Party's ability to satisfy such  agreement,  then at the
  option of the Indemnifying  Party, such  Indemnifying  Party may take over the
  defense of such claim,  action or  proceeding,  except that, in such case, the
  Indemnified  Party  shall have the right to join in the defense of said claim,
  action or proceeding at its own cost and expense.

                  SECTION 9.  Registration Rights.

                  9.1.  Required  Registration.  For  purposes of this Section 9
  only, the term  "Registrable  Securities" shall mean the AMNEX Shares acquired
  pursuant to this Agreement,  provided,  however,  that if such shares of AMNEX
  Shares  owned  by  Seller  may be  sold,  pursuant  to an  exemption  from the
  registration   requirements   of  the  Securities  Act,   including,   without
  limitation,  pursuant to Rule 144 under the Securities  Act, such shares shall
  not be deemed to be Registrable Securities.  Buyer shall in good faith use its
  reasonable  its  best  efforts  to  cause a  Registration  Statement  covering
  one-half of the Registrable  Shares to become effective with the Commission on
  or prior to August 31, 1997 and



<PAGE>



  to  remain   effective  until  the  completion  of  the  distribution  of  the
  Registrable Shares to be offered or sold, but in any case not longer than such
  period as is required for the intended method of distribution, or such shorter
  period  which  will  terminate  when all  Registrable  Shares  covered by such
  Registration Statement have been sold or withdrawn.  Buyer shall in good faith
  use its reasonable best efforts to cause a Registration Statement covering the
  remaining of the Registrable Shares to become effective with the Commission on
  or prior to August 31, 1998 and to remain  effective  until the  completion of
  the  distribution of the Registrable  Shares to be offered or sold, but in any
  case not longer  than such period as is required  for the  intended  method of
  distribution,  or such  shorter  period  which will  terminate  when all AMNEX
  Shares  covered by such  Registration  Statement  have been sold or withdrawn.
  Buyer  shall  bear  all  of  the  Costs  and  Expenses  of  such  Registration
  Statements.

                  9.2. Procedure for Registration. In connection with the filing
  of a  Registration  Statement  pursuant to Section 9.1 hereof,  Buyer shall in
  good faith use its  reasonable  its best efforts to qualify,  the  Registrable
  Shares being registered for sale under the securities or blue-sky laws of such
  states  and  jurisdictions  within the  United  States as shall be  reasonably
  requested by Seller;  provided,  however,  that Buyer shall not be required in
  connection  therewith or as a condition thereto to qualify to do business,  to
  become  subject  to  taxation  or to file a  consent  to  service  of  process
  generally in any of the aforesaid states or jurisdictions;

                  9.3.  Piggyback  Registration.  Subject to the requirements of
  Section  9.1  above,  if at any time  Buyer  shall  propose  the  filing  of a
  registration  statement on an appropriate form under the Securities Act of any
  securities of Buyer,  otherwise  than pursuant to Section 9.1 hereof and other
  than a registration  statement on Forms S-8 or S-4 or any equivalent form then
  in effect,  then Buyer shall give Seller notice of such proposed  registration
  and shall include in any  registration  statement  relating to such securities
  all or a portion of the Registrable Shares then owned by Seller,  which Seller
  shall  request,  by notice  given by such Seller to Buyer within 15 days after
  the giving of such notice by Buyer, to be so included;  provided, however, the
  number of  Registrable  shares owned by Seller to be included shall not exceed
  that  percentage  of the  Registrable  Shares as would  equal  the  percentage
  obtained by  dividing  the number of  Registrable  Shares  actually  issued to
  Seller  by the  number  of  shares of AMNEX  Common  Stock  then  outstanding,
  calculated on a fully diluted basis to be registered



<PAGE>



  as part of such offering. For example, if Buyer has 30,000,000 shares of AMNEX
  Common Stock outstanding,  calculated on a fully diluted basis, and Seller has
  3,000,000  Registrable  Shares (10%) and Buyer  intends to register  3,000,000
  shares of AMNEX  Common  Stock  (10%),  then  Seller  shall  have the right to
  piggyback  300,000  Registrable  Shares (10% of the newly registered shares of
  common stock). In the event of the inclusion of Registrable Shares pursuant to
  this  Section  9.3,  Buyer  shall bear all of the Costs and  Expenses  of such
  registration.  In the event the distribution of securities of Buyer covered by
  a  Registration   Statement   referred  to  in  this  Section  9.3  is  to  be
  underwritten,  then Buyer's  obligation to include  Registrable Shares in such
  Registration  Statement  shall be  subject,  at the  option of  Buyer,  to the
  following  further  conditions,  unless  Seller  refuses  to be  bound by such
  conditions in which event the terms of Paragraph 9.1, hereof, shall control:

                           (a)  The distribution for the account of Seller
  shall  be  underwritten  by the same  underwriters  who are  underwriting  the
  distribution  of the  securities  for the  account  of Buyer  and/or any other
  persons  whose  securities  are covered by such  Registration  Statement,  and
  Seller  will  enter  into  an  agreement  with  such  underwriters  containing
  customary provisions;

                           (b)  If the underwriting agreement entered into
  with  the  aforesaid  underwriters  contains  restrictions  upon  the  sale of
  securities of Buyer, other than the securities which are to be included in the
  proposed distribution,  for a period not exceeding 180 days from the effective
  date of the Registration  Statement,  then such  restrictions  will be binding
  upon  Seller  and,  if  requested  by Buyer,  Seller will enter into a written
  agreement to that effect; and

                           (c)  If the underwriters advise Buyer that they are
  unwilling  to  include  any or  all of  Seller's  securities  in the  proposed
  underwriting  because such  inclusion will interfere with the orderly sale and
  distribution  of the  securities  being  offered by Buyer,  then the number of
  Seller's  securities  to be included  will be reduced pro rata on the basis of
  the  number  of shares  owned by  Seller,  or there  will be no  inclusion  of
  Seller's securities in the registration  statement and proposed  distribution,
  in accordance with such statement by the underwriters.

                  9.4.  Indemnification by Buyer.  Buyer will indemnify
  and hold harmless Seller, any underwriter (as defined in the
  Securities Act) each partner, officer and shareholder, director of



<PAGE>



  Seller,  and each  person,  if any, who  controls  Seller or such  underwriter
  within the meaning of the  Securities  Act (but, in the case of an underwriter
  or a  controlling  person,  only if such  underwriter  or  controlling  person
  indemnifies the persons  mentioned in subdivision (b) of Section 9.5 hereof in
  the  manner  set forth  therein),  against  any  losses,  claims,  damages  or
  liabilities,  joint or  several,  to  which  Seller  or any such  underwriter,
  partner, officer, shareholder, director or controlling person becomes subject,
  under the Securities Act or otherwise, insofar as such losses, claims, damages
  or  liabilities  (or  actions  in  respect  thereof)  are caused by any untrue
  statement or alleged  untrue  statement of any material fact  contained in any
  preliminary   prospectus   (if  used  prior  to  the  effective  date  of  the
  Registration  Statement),  or contained, on the effective date thereof, in any
  Registration  Statement  under which AMNEX  Shares were  registered  under the
  Securities  Act,  the  prospectus  contained  therein,  or  any  amendment  or
  supplement  thereto,  or arising out of or based upon the  omission or alleged
  omission to state  therein a material  fact  required to be stated  therein or
  necessary  to make the  statements  therein  not  misleading;  and Buyer  will
  reimburse  Seller and any such  underwriter,  partner,  officer,  shareholder,
  director  or  controlling  person for any legal or other  expenses  reasonably
  incurred by Seller,  or any such partner,  officer,  director,  underwriter or
  controlling  person in  connection  with  investigating  or defending any such
  loss, claim, damage, liability or action;  provided,  however, that Buyer will
  not be liable to any such persons in any such case to the extent that any such
  loss,  claim,  damage,  liability or action arises out of or is based upon any
  untrue  statement or alleged untrue  statement or omission or alleged omission
  made in reliance upon and in conformity with information furnished to Buyer in
  writing  by  such  person  expressly  for  inclusion  in any of the  foregoing
  documents;  provided, further, however, that the foregoing indemnity agreement
  is  subject  to the  condition  that,  insofar  as it  relates  to any  untrue
  statement, alleged untrue statement,  omission or alleged omission made in any
  preliminary  prospectus  but  eliminated  or remedied in the final  prospectus
  (filed pursuant to Rule 424 of the Securities  Act), such indemnity  agreement
  shall  not  inure  to the  benefit  of  Seller  and  its  partners,  officers,
  shareholder,  and  directors,  underwriter,  broker or other person  acting on
  behalf of Seller  and each  other  person,  if any,  who  controls  any of the
  foregoing  persons  within  the  meaning of the  Securities  Act from whom the
  person asserting any loss, claim,  damage,  liability or expense purchased the
  AMNEX Shares which are the subject thereof, if a copy of such final prospectus
  had been made  available  to such  person and Seller,  underwriter,  broker or
  other  person  acting on behalf of Seller  and such final  prospectus  was not
  delivered to



<PAGE>



  such  person  with or prior to the  written  confirmation  of the sale of such
  AMNEX Shares.

                  9.5.  Indemnification by Seller.  Seller shall:

                           (a)  Furnish  in  writing  all  information  to Buyer
         concerning  itself and its holdings of  securities of Buyer as shall be
         required  in  connection   with  the  preparation  and  filing  of  any
         Registration Statement covering any AMNEX Shares; and

                           (b) Indemnify and hold  harmless  Buyer,  each of its
         directors,   each  of  its  officers  who  has  signed  a  Registration
         Statement,  each person,  if any, who controls Buyer within the meaning
         of the Securities Act and any underwriter (as defined in the Securities
         Act) for Buyer, against any losses,  claims,  damages or liabilities to
         which  Buyer or any  such  director,  officer,  controlling  person  or
         underwriter  may become  subject under the Securities Act or otherwise,
         insofar as such losses,  claims,  damages or liabilities (or actions in
         respect  thereof) are caused by any untrue or alleged untrue  statement
         of any material fact contained in any  preliminary  prospectus (if used
         prior to the effective date of the Registration Statement) or contained
         on the effective  date thereof,  in any  Registration  Statement  under
         which AMNEX  Shares  were  registered  under the  Securities  Act,  the
         prospectus  contained therein,  or any amendment or supplement thereto,
         or arising  out of or based upon the  omission  or alleged  omission to
         state  therein  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements  therein not misleading;  in each case
         to the extent,  but only to the extent,  that such untrue  statement or
         alleged  untrue  statement or omission or alleged  omission was made in
         reliance upon and in conformity with  information  furnished in writing
         to Buyer by Seller  expressly  for  inclusion  in any of the  foregoing
         documents,  and Seller shall reimburse Buyer and any such  underwriter,
         officer, director or controlling person for any legal or other expenses
         reasonably  incurred  by  Seller  or  any  such  director,  officer  or
         controlling  person in connection with  investigating  or defending any
         such loss,  claim,  damage,  liability or action.  Notwithstanding  the
         foregoing  provisions of this Section 9.5, Seller shall not be required
         to  indemnify  Buyer  or any such  underwriter,  officer,  director  or
         controlling  persons  for any  amount in  excess  of the  amount of the
         proceeds received by Seller.

                  9.6.  Holdback Agreement.  If Buyer at any time shall



<PAGE>



  register  shares of stock  under  the  Securities  Act for sale to the  public
  (other than on Form S-4 or Form S-8  promulgated  under the  Securities Act or
  any successor forms thereto),  and the board of directors of Buyer  reasonably
  determines that public sales of AMNEX Shares would  materially  interfere with
  such offering,  then Seller shall not sell  publicly,  make any short sale of,
  grant publicly any option for the purchase of, or otherwise  dispose  publicly
  of,  any  AMNEX  Shares  (other  than  those  AMNEX  Shares  included  in such
  registration  pursuant to Sections 9.1 or 9.3). The board of directors  shall,
  as  promptly  as   practicable,   give  Seller  written  notice  of  any  such
  development.  In the event of a request by the board of directors of the Buyer
  that Seller refrain from effecting any public sales of the AMNEX Shares (other
  than those AMNEX Shares included in such  registration  statement  pursuant to
  Section  9.1 or  9.3),  Buyer  shall be  required  to lift  such  restrictions
  regarding  effecting  public  sales  or  distributions  as soon as  reasonably
  practicable  after the board of  directors  shall  reasonably  determine  that
  public sales by the Seller shall not interfere with such  offering,  provided,
  that in no event shall any requirement  that the Seller refrain from effecting
  public  sales of the AMNEX  Shares  extend for more than 90 days and  provided
  further,  that in no event shall Seller be required to refrain from  effecting
  public sales of the AMNEX Shares for more than one 90 day period within any 12
  month period.
   Buyer shall obtain the  agreement  of any person  permitted to sell shares of
  stock in a registration  to be bound by and to comply with this Section 9.6 as
  if such person was a stockholder hereunder.

                  SECTION 10.  Survival of Representations; Effect of
  Certificates.

                  10.1.   Survival.   The   parties   hereto   agree   that  all
  representations,  warranties,  covenants,  conditions and agreements contained
  herein or in any  instrument  or other  document  delivered  pursuant  to this
  Agreement or in connection  with the  transactions  contemplated  hereby shall
  survive the execution and delivery of this Agreement,  the consummation of the
  transactions  contemplated  hereby and any  investigation or audit made by any
  party hereto.

                  SECTION 11. No Broker.  Buyer, on the one hand, and Seller, on
  the other hand, each represents to the other that no broker or finder has been
  involved with any of the transactions  relating to this Agreement.  If a claim
  by any broker or finder that such broker or finder represented or was retained
  by  Seller,  on the one hand,  or  Buyer,  on the other  hand,  in  connection
  herewith, Seller, on the one hand, or Buyer, on the other hand, as



<PAGE>



  the case may be,  agrees to  indemnify  and hold the other  harmless  from and
  against  any and  all  loss,  liability,  cost,  damage,  claim  and  expense,
  including, without limitation, attorneys' fees and disbursements, which may be
  incurred in connection with such claim.

                  SECTION 12. Notices. All notices,  requests, demands and other
  communications provided for by this Agreement shall be in writing and shall be
  deemed to have  been  given  when hand  delivered,  when  received  if sent by
  telecopier or by same day or overnight  recognized  commercial courier service
  or three  business  days after being mailed in any general or branch office of
  the United  States  Postal  Service,  enclosed in a  registered  or  certified
  postpaid envelope,  addressed to the address of the parties stated below or to
  such changed address as such party may have fixed by notice:

                  To Seller:                TelePlus, Inc.
                                            23705 I.H. 10 West, Suite 210
                                            San Antonio, Texas  78257
                                            Fax:  210-698-3901
                                            Attn:  Robert T. Mahler

                                                - copy to -

                                            Gresham, Davis, Gregory, Worthy
                                             & Moore
                                            112 East Pecan, Ninth Floor
                                            San Antonio, Texas  78205-1542
                                            Fax:  210-226-5154
                                            Attn:  Peter E. Hosey, Esq.





<PAGE>



                  To Buyer:                 AMNEX, Inc.
                                            100 West Lucerne Circle,
                                            Suite 100,
                                            Orlando, Florida 32801
                                            407-246-0005
                                            Attn:  John Kane


                                                 - copy to -

                                            Stroock & Stroock & Lavan
                                            Seven Hanover Square
                                            New York, New York  10004-2696
                                            Telecopier: 212-806-6006
                                            Attn:  Susan O. Posen, Esq.


  provided,  that any notice of change of address  shall be effective  only upon
  receipt.

                  SECTION 13.  Miscellaneous.

                  13.1. Entire Agreement. This Agreement, including the Exhibits
  and  Schedules  hereto,  sets forth the  entire  agreement  and  understanding
  between  the  parties  and  merges  and  supersedes  all  prior   discussions,
  agreements  and  understandings  of every kind and nature among them as to the
  subject  matter  hereof,  and no  party  shall  be  bound  by  any  condition,
  definition, warranty or representation other than as expressly provided for in
  this Agreement or as may be on a date on or subsequent to the date hereof duly
  set forth in writing signed by each party which is to be bound thereby. Unless
  otherwise  expressly  defined,  terms defined in the Agreement  shall have the
  same  meanings  when used in any Exhibit or Schedule and terms  defined in any
  Exhibit or Schedule shall have the same meanings when used in the Agreement or
  in any other Exhibit or Schedule.  This Agreement  (including the Exhibits and
  Schedules  hereto)  shall not be  changed,  modified  or  amended  except by a
  writing  signed by each  party to be  charged  and this  Agreement  may not be
  discharged  except by performance in accordance with its terms or by a writing
  signed by each party to be charged.

                  13.2.  Governing Law; Arbitration.  THIS AGREEMENT AND
  ITS VALIDITY, CONSTRUCTION AND PERFORMANCE SHALL BE GOVERNED IN
  ALL RESPECTS BY THE LAWS OF NEW YORK,  WITHOUT GIVING EFFECT TO
  PRINCIPLES OF CONFLICTS OF LAW.  THE PARTIES HERETO AGREE TO
  ARBITRATE IN LIEU OF LITIGATION.  ALL CLAIMS, CONTROVERSIES,



<PAGE>



  DISPUTES,  DIFFERENCES OR QUESTIONS  BETWEEN THE PARTIES HERETO ARISING OUT OF
  OR RELATING TO THE PERFORMANCE, BREACH, CONSTRUCTION, INTERPRETATION OR EFFECT
  OF THIS  AGREEMENT OR ANY CLAUSE  CONTAINED  HEREIN,  OR  CONCERNING  ANY SUCH
  RIGHTS AND  LIABILITIES OF THE PARTIES  HERETO,  SHALL BE SUBMITTED TO BINDING
  ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
  ASSOCIATION.  SUBJECT  TO THE TERMS AND  PROVISIONS  SET  FORTH  HEREIN,  SUCH
  ARBITRATOR(S)  SHALL  HAVE  FULL  POWER  AND  AUTHORITY  TO AWARD  ANY AND ALL
  APPROPRIATE DAMAGES AND OTHER RELIEF, INCLUDING BUT NOT LIMITED TO DAMAGES FOR
  LOST PROFITS OR REVENUES,  INDIRECT,  INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND
  SPECIFIC PERFORMANCE. THE ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN THE CITY
  OF NEW YORK, NEW YORK, AND THE JUDGMENT AND  DETERMINATION OF SUCH PROCEEDINGS
  SHALL BE BINDING ON ALL PARTIES  HERETO.  JUDGMENT UPON ANY AWARD  RENDERED BY
  ANY  ARBITRATOR(S)  APPOINTED  HEREUNDER  MAY BE ENTERED INTO ANY COURT HAVING
  COMPETENT  JURISDICTION  THEREOF.  ALL  COSTS  OF  ARBITRATION  SHALL BE BORNE
  EQUALLY BY THE ARBITRATING  PARTIES HERETO,  EXCEPT FOR ATTORNEYS' FEES, AS TO
  WHICH EACH SUCH PARTY  SHALL BEAR ITS OWN  COSTS.  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.

                  13.3. Benefit of Parties;  Assignment. This Agreement shall be
  binding  upon and shall inure to the  benefit of the parties  hereto and their
  respective successors and permitted assigns. The Agreement may not be assigned
  by Seller  except  with the prior  written  consent of Buyer.  Nothing  herein
  contained  shall  confer or is intended to confer on any third party or entity
  which is not a party to this Agreement any rights under this Agreement.

                  13.4.  Pronouns.  Whenever the context requires, the
  use in this Agreement of a pronoun of any gender shall be deemed
  to refer also to any other gender, and the use of the singular
  shall be deemed to refer also to the plural.



<PAGE>



                  13.5.  Headings.  The headings in the  sections,  para graphs,
  Schedules  and Exhibits of this  Agreement  are inserted  for  convenience  of
  reference  only and shall not  constitute a part hereof.  The words  "herein,"
  "hereof," "hereto" and "hereunder," and other words of similar import refer to
  this  Agreement  as a  whole  and  not to any  particular  provision  of  this
  Agreement.

                  13.6.   Counterparts.   This  Agreement  may  be  executed  in
  counterparts,  all of which together shall constitute one Agreement binding on
  all the parties hereto,  notwithstanding that such parties are not signatories
  to the  original  or the same  counterpart.  The  parties  also agree that for
  purposes of satisfying  Section 3.2,  hereof,  a facsimile copy of an executed
  counter-part  original  shall  be  treated  as an  original  instrument  until
  replaced by the executed counter-part original.

                  13.7.  Further  Assurances.  Buyer  and  Seller  shall  do and
  perform such further acts and execute and deliver such further  instruments as
  may be  required  by law or  reasonably  requested  by  either  party  at such
  requesting  party's  expense to carry out and  effectuate the purposes of this
  Agreement.

  [SIGNATURE PAGE FOLLOWS]



<PAGE>



                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
  be duly executed on the day and year first above written.

                                                     TELEPLUS, INC.

                                                     By:_______________________
                                                        Name:
                                                        Title:

                                                     AMNEX, INC.


                                                     By:_______________________
                                                        Name:
                                                        Title: