AMNEX, INC.
                 8 1/2% Convertible Subordinated Notes Due 2002
                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York

                                                  September 29, 1997

HSBC Securities, Inc.
140 Broadway, 5th Floor
New York, New York 10005
Ladies and Gentlemen:

     Amnex, Inc., a New York corporation (the "Company"),  proposes to issue and
sell (such issuance and sale, the "Initial Placement") to HSBC Securities,  Inc.
(the  "Initial  Purchaser")  in  accordance  with the Purchase  Agreement  dated
September  11,  1997 (the  "Purchase  Agreement")  between  the  Company and the
Initial  Purchaser,  $15,000,000  aggregate  principal  amount  of  its  8  1/2%
Convertible  Subordinated  Notes  Due  2002  (the  "Securities")  (plus up to an
additional $8,000,000 aggregate principal amount to cover over-allotments of the
Securities,  if any). The Securities  will be convertible  into shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of the Company at the
conversion  price set forth in the Final  Memorandum (as defined in the Purchase
Agreement).  In  satisfaction  of a  condition  to your  obligations  under  the
Purchase  Agreement,  the Company agrees with you, (i) for your benefit and (ii)
for the benefit of the holders from time to time of the Securities or the Common
Stock issuable upon  conversion of the Securities  (including  you) (each of the
foregoing, a "Holder" and together, the "Holders"), as follows:

     1. Definitions.

     (a) As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

     "Act"  means the  Securities  Act of 1933,  as  amended,  and the rules and
regulations of the Commission promulgated thereunder.

     "Affiliate" of any specified  person means any other person that,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with,  such  specified  person.  For purposes of this  definition,  control of a
person means the power, direct or indirect,  to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms  "controlling"  and  "controlled"  have  meanings  correlative  to the
foregoing.


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     "Business  Day" means any day that is neither a Saturday  or a Sunday nor a
day on which  banking  institutions  in The City of New York are  authorized  or
obligated by law or executive order to close.

     "Closing Date" has the meaning set forth in the Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.

     "Damages Accrual Period" has the meaning set forth in Section 2(d) hereof.

     "Damages Payment Date" has the meaning set forth in Section 2(d) hereof.

     "Deferral Period" shall have the meaning set forth in Section 2(c) hereof.

     "Event" has the meaning set forth in Section 2(d) hereof.

     "Event Date" has the meaning set forth in Section 2(d) hereof.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

     "Holder" has the meaning set forth in the preamble hereto.

     "Indenture"  means the Indenture  relating to the  Securities,  dated as of
September 29, 1997, between the Company and Marine Midland Bank, as trustee,  as
the same may be amended from time to time in accordance with the terms thereof.

     "Initial Placement" has the meaning set forth in the preamble hereto.

     "Interest  Payment Date" shall mean March 25 and September 25 in each year,
commencing March 25, 1998, during which any of the Securities are outstanding in
accordance with the Indenture.

     "Liquidated Damages" has the meaning set forth in Section 2(d) hereof.

     "Majority  Holders"  means  the  Holders  of a  majority  of the  aggregate
principal amount of Securities  registered under a Shelf Registration  Statement
then  outstanding;  provided that Holders of Common Stock issued upon conversion
of Securities shall be deemed to be

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Holders of the aggregate  principal  amount of Securities from which such Common
Stock was converted.

     "Managing  Underwriters"  means the Underwriter or Underwriters  that shall
administer an Underwritten Offering.

     "Notice Holder" has the meaning set forth in Section 2(b) hereof.

     "Prospectus"  means  the  prospectus  included  in any  Shelf  Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement in reliance upon Rule 430A under the Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of any  portion  of the  Securities  or  Common  Stock  issuable  upon
conversion  thereof,  covered  by such  Shelf  Registration  Statement,  and all
amendments  and  supplements  to  such  prospectus,   including   post-effective
amendments.

     "Record Date" has the meaning set forth in Section 2(d).

     "Record Holder" has the meaning set forth in Section 2(d).

     "Registrable  Securities"  shall mean the  Securities  and shares of Common
Stock issued upon conversion  thereof,  excluding any such securities  that, and
any such securities the predecessors of which,  were previously sold pursuant to
an  effective  registration  statement  of the  Company  filed  under the Act or
pursuant to Rule 144 promulgated under the Act.

     "Securities" has the meaning set forth in the preamble hereto.

     "Selling Confirmation" has the meaning set forth in Section 2(b)(i).

     "Selling Notice" has the meaning set forth in Section 2(b).

     "Selling  Period"  means,  with  respect  to a Notice  Holder and a Selling
Notice given by such Notice Holder,  a period of 45 calendar days  commencing on
the date such Notice Holder  receives a Selling  Confirmation  in respect of the
transactions  described in such Selling  Notice;  provided  that the Company may
defer existing Selling Periods in accordance with Section 3(c)(2).

     "Shelf  Registration"  means a registration  effected pursuant to Section 2
hereof.


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     "Shelf  Registration  Period"  has the  meaning  set forth in Section  2(a)
hereof.

     "Shelf  Registration  Statement"  means  a  registration  statement  of the
Company  pursuant to the  provisions of Section 2 hereof  (including  additional
registration  statements filed pursuant to Section 3(d)) that covers some or all
of the  Securities  and the Common Stock issuable upon  conversion  thereof,  as
applicable,  on an appropriate form under Rule 415 promulgated under the Act, or
any similar or  successor  rule that may be adopted by the  Commission,  and all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto  and all  material  incorporated  by  reference
therein.

     "Trustee"  means the  trustee  with  respect  to the  Securities  under the
Indenture.

     "Underwriter"  means any underwriter of Securities or Common Stock issuable
upon  conversion  thereof in connection  with an offering  thereof under a Shelf
Registration Statement.

     "Underwritten Offering" means an offering in which the Securities or Common
Stock are sold to an Underwriter  or with the  assistance of an Underwriter  for
reoffering to the public.

     (b) Capitalized terms used but not defined herein shall have the respective
meanings set forth in the Purchase Agreement.


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     2. Shelf Registration; Suspension of Use of Prospectus; Liquidated Damages.

     a) The  Company  shall  prepare  and file with the  Commission,  as soon as
practicable  but in any  event on or prior  to the  date 90 days  following  the
Closing Date, a Shelf  Registration  Statement  under the Act on any appropriate
form under  Rule 415  promulgated  under the  Securities  Act or any  similar or
successor rule or regulation registering the resale from time to time by Holders
thereof of all of the Registrable  Securities.  The Shelf Registration Statement
shall  permit  resales  of  Registrable  Securities  by Holders in the manner or
manners  designated  by  them  (including,   without  limitation,  one  or  more
Underwritten  Offerings by an underwriter  reasonably acceptable to the Company)
from  time  to  time,  which  shall  be set  forth  in such  Shelf  Registration
Statement.  The Company shall use its reasonable best efforts to cause the Shelf
Registration  Statement  to be  declared  effective  under  the  Act as  soon as
reasonably  practicable  but in any  event  on or  prior  to the  date  180 days
following  the  Closing  Date  and to  keep  the  Shelf  Registration  Statement
continuously  effective  under  the Act  until  the  earlier  of (i) the  second
anniversary of the Closing Date,  (ii) the date on which, in the written opinion
of  counsel  to the  Company,  the  Securities  or Common  Stock  issuable  upon
conversion  thereof may be sold by  non-affiliates  of the  Company  pursuant to
paragraph (k) of Rule 144 (or any similar or successor provision) promulgated by
the  Commission and (iii) such date as of which all the Securities or the Common
Stock  issuable  upon  conversion  thereof have been sold  pursuant to the Shelf
Registration  Statement  (the period  ending at such  earlier  date,  the "Shelf
Registration Period").

     b) Each Holder of Registrable  Securities agrees that if such Holder wishes
to sell its Registrable  Securities pursuant to the Shelf Registration Statement
and the  Prospectus,  it will do so only in  accordance  with this Section 2(b).
Each  Holder of  Registrable  Securities  agrees to give  written  notice to the
Company at least three Business Days prior to any intended resale of Registrable
Securities under the Shelf  Registration  Statement,  which notice shall specify
the date on which  such  Holder  intends  to begin  such  distribution  and such
information with respect to such Holder and the intended  distribution as may be
reasonably required to amend the Shelf Registration  Statement or supplement the
Prospectus with respect to such intended distribution (each Holder providing the
notice  described in this sentence and with respect to which the related Selling
Period is continuing or has been deferred, a "Notice Holder";  each such notice,
a "Selling  Notice").  As soon as practicable after the date a Selling Notice is
received by the Company,  and in any event  within two Business  Days after such
date, the Company shall either:

          (i) (A)  provide a written  notice to the Notice  Holder who gave such
     Selling Notice  instructing and notifying such Notice Holder that the Shelf
     Registration  Statement and  Prospectus  may be used during the  applicable
     Selling Period to effect the

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     transactions  described  in  such  Selling  Notice,  that  the  Company  is
     then-currently  in  compliance  with  Section  3(b) and  that  the  Company
     reaffirms the consent granted  pursuant to Section 3(f) (each such notice a
     "Selling  Confirmation")  or (B) file a supplement  to the  Prospectus or a
     post-effective amendment to the Shelf Registration Statement as required by
     Section 3(b), use its  reasonable  best efforts to cause any such amendment
     to become effective and immediately provide a Selling  Confirmation to such
     Notice Holder; or

          (ii) in the event of the happening of any event of the kind  described
     in Section 3(c)(2)(i), 3(c)(2)(ii), 3(c)(2)(iii) (y) or 3(c)(2)(iv) hereof,
     the  Company  shall  deliver to such Notice  Holder the notice  required by
     Section 3(c)(2) and notify the holders that the consent granted pursuant to
     Section 3(f) is suspended until further notice.

     (c) Each such  Notice  Holder  may sell all or any  Registrable  Securities
pursuant to the Shelf Registration  Statement and the Prospectus only during the
Selling Period  commencing with the earlier of (x) the date on which such Notice
Holder receives a Selling  Confirmation and (y) the third Business Day after the
related  Selling  Notice has been received by the Company;  provided that in the
event the Company elects to take the actions permitted by Section 2(b)(ii),  the
commencement  of the Selling  Period shall be deferred  until such later date as
the Company delivers a Selling Confirmation.  A Notice Holder shall not sell any
Registrable  Securities  pursuant  to the Shelf  Registration  Statement  or the
Prospectus after the expiration of the applicable  Selling Period without giving
a new Selling Notice pursuant to Section 2(b) hereof and receiving a new Selling
Confirmation.  The period during which the  commencement  of a Selling Period is
deferred by the Company or during which an existing  Selling  Period is deferred
by the Company is hereinafter  referred to as a "Deferral  Period." In the event
that (i) the number of Deferral Periods exceeds one in any three-month period or
three in any  twelve-month  period or (ii) the  number  of days in any  Deferral
Period exceeds 30 days, the Company shall be liable to pay Liquidated Damages in
accordance with Section 2(d).

     In the event the Company  elects to take the actions  described  in Section
2(b)(ii),  the Company will,  at such time as it is in  compliance  with Section
3(b) and as use of the Prospectus may be resumed,  immediately  provide  Selling
Confirmations to all Notice Holders.

     a) The parties hereto agree that the Holders of the Registrable  Securities
will suffer  damages,  and that it would not be feasible to ascertain the extent
of such damages with precision,  if (i) the Shelf Registration Statement has not
been filed on or prior to the date 90 days following the Closing Date,  (ii) the
Shelf  Registration   Statement  has  not  been  declared  effective  under  the
Securities Act on or before the date 180 days following the Closing Date, (iii)

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prior to the end of the Shelf  Registration  Period,  the Commission  shall have
issued a stop  order  suspending  the  effectiveness  of the Shelf  Registration
Statement  or  proceedings  have  been  initiated  with  respect  to  the  Shelf
Registration Statement under Section 8(d) or 8(e) of the Act, (iv) the aggregate
number of days in any one Deferral  Period  exceeds 30 days or (v) the number of
Deferral Periods exceeds more than one in any three-month period or three in any
twelve-month  period  (each  of the  events  of a type  described  in any of the
foregoing  clauses  (i) through  (v) are  individually  referred to herein as an
"Event";  and the date 90 days  following the Closing Date in the case of clause
(i),  the date 180 days  following  the Closing Date in the case of clause (ii),
the date on which the effectiveness of the Shelf Registration Statement has been
suspended or proceedings with respect to the Shelf Registration  Statement under
Section 8(d) or 8(e) of the Act have been commenced in the case of clause (iii),
the  date on which  the  duration  of a  Deferral  Period  exceeds  the  periods
permitted by Section 2(c) hereof in the case of clause (iv), and the date of the
commencement  of a  Deferral  Period  that  causes  the  limit on the  number of
Deferral  Periods under Section 2(c) hereof to be exceeded in the case of clause
(v),  are  referred  to herein as an "Event  Date").  Events  shall be deemed to
continue  until the date of the  termination  of such Event,  which shall be the
following  date with  respect to the  respective  types of Events:  the date the
Registration Statement is filed in the case of an Event of the type described in
clause (i), the date the Registration  Statement is declared effective under the
Act in the case of an Event  described  in clause  (ii),  the date that all stop
orders suspending  effectiveness of the Shelf  Registration  Statement have been
removed and the  proceedings  initiated  with respect to the Shelf  Registration
Statement under Section 8(d) or 8(e) of the Act have terminated, as the case may
be, in the case of Events of the types described in clause (iii), termination of
the  Deferral  Period  which  caused  the  aggregate  number  of days in any one
Deferral Period to exceed the number permitted by Section 2(c) to be exceeded in
the case of Events of the type described in clause (iv), and  termination of the
Deferral Period the  commencement of which caused the number of Deferral Periods
permitted  by Section  2(c)(ii) to be exceeded in the case of Events of the type
described in clause (v).

     Accordingly,  upon the occurrence of any Event and until such time as there
are no Events  which  have  occurred  and are  continuing  (a  "Damages  Accrual
Period"),  commencing  on the Event Date on which such  Damages  Accrual  Period
began, the Company agrees to pay, as liquidated  damages,  and not as a penalty,
an  additional  amount  (the  "Liquidated  Damages"):  (A)  to  each  Holder  of
Registrable Securities that is a Notice Holder,  accruing at a rate equal to one
quarter of one percent per annum (25 basis points) on (s) where such Registrable
Securities are  Securities,  the aggregate  principal  amount of such Securities
held by such Notice Holder and (t) where such Registrable  Securities are shares
of Common Stock issued upon  conversion of Securities,  the aggregate  principal
amount of Securities that were converted into such shares and (B) if the Damages
Accrual Period  continues for a period in excess of 30 days from the Event Date,
from and after the end of such 30-day period until such time as there are

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no Events which have occurred and are continuing,  to each Holder of Registrable
Securities  (whether  or not a  Notice  Holder),  accruing  at a rate  equal  to
one-quarter  of one  percent  per  annum  (25 basis  points)  on (u) where  such
Registrable  Securities are Securities,  the aggregate  principal amount of such
Securities  held by such Holder and (v) where such  Registrable  Securities  are
shares of Common Stock  issued upon  conversion  of  Securities,  the  aggregate
principal   amount  of  Securities   that  were   converted  into  such  shares.
Notwithstanding  the foregoing,  no Liquidated Damages shall accrue under clause
(A) of the preceding  sentence  during any period for which  Liquidated  Damages
accrue under clause (B) of the  preceding  sentence or as to any  Securities  or
shares  of  Common  Stock  from and  after  the  earlier  of (x) the  date  such
securities are no longer Registrable  Securities,  and (y) the expiration of the
Shelf  Registration  Period.  The rate of accrual of the Liquidated Damages with
respect to any period shall not exceed the rate  provided for in this  paragraph
notwithstanding the occurrence of multiple concurrent Events.

     Liquidated  Damages due on any  Securities or Common Stock shall be payable
on each  Interest  Payment Date on the  Securities  accruing (or if there are no
Securities  outstanding,  which would have accrued)  during the Damages  Accrual
Period and on the Interest  Payment Date  immediately  following (or which would
have followed) the termination of such Period (a "Damages  Payment  Date").  The
Company  shall pay the  Liquidated  Damages due on any  Securities by depositing
with the Trustee under the Indenture,  in trust,  for the benefit of the Holders
of Securities or Common Stock or Notice  Holders,  as the case may be,  entitled
thereto, at least one Business Day prior to the applicable Damages Payment Date,
sums sufficient to pay the Liquidated Damages accrued or accruing since the last
preceding  Damages  Payment Date to such Damages  Payment Date.  The  Liquidated
Damages  shall be paid on each Damages  Payment Date to the Holders of record of
the Registrable  Securities  (the "Record  Holders") on the 10th day of March or
10th day of September (each a "Record Date") immediately  preceding such Damages
Payment Date by wire  transfer of  immediately  available  funds to the accounts
specified  by them or by mailing  checks to their  registered  addresses as they
appear in the Securities  register or stock transfer books of the Company, if no
such accounts have been  specified on or before the  applicable  Regular  Record
Date.  The Trustee  shall be entitled,  on behalf of the Holders of  Securities,
Common  Stock  and  Notice  Holders,  to  seek  any  available  remedy  for  the
enforcement  of this  Agreement,  including  for the payment of such  Liquidated
Damages.  Notwithstanding the foregoing,  the parties agree that the sole remedy
payable for a violation  of the terms of this  Agreement  with  respect to which
Liquidated  Damages are expressly  provided  shall be such  Liquidated  Damages.
Nothing shall preclude a Notice Holder or Holder of Registrable  Securities from
pursuing  or  obtaining  specific  performance  or other  equitable  relief with
respect to any violation of this Agreement for which liquidated  damages are not
expressly provided by this Agreement.


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     All of the Company's  obligations  set forth in this Section 2(d) which are
outstanding with respect to any Registrable Securities at the time such security
ceases to be a  Registrable  Security  shall survive until such time as all such
obligations   with  respect  to  such  security  have  been  satisfied  in  full
(notwithstanding termination of the Agreement).

     The parties hereto agree that the Liquidated  Damages  provided for in this
Section  2(d)  constitute  a  reasonable  estimate  of the  damages  that may be
incurred by Holders of Registrable Securities (other than the Initial Purchaser)
by reason of the  failure  of the Shelf  Registration  Statement  to be filed or
declared  effective or  unavailable  (absolutely  or as a practical  matter) for
effecting resales of Registrable  Securities,  as the case may be, in accordance
with the provisions hereof.

     3.  Registration  Procedures.  In  connection  with any Shelf  Registration
Statement, the following provisions shall apply:

     a) The Company shall furnish to you,  prior to the filing  thereof with the
Commission,  a copy of any  Shelf  Registration  Statement,  and each  amendment
thereof and each  amendment or supplement,  if any, to the  Prospectus  included
therein  and shall use its  reasonable  best  efforts  to  reflect  in each such
document, when so filed with the Commission, such comments as you reasonably may
propose in a timely  manner to allow the  Company to comply with the filing date
provisions of Section 2(a).

     b) The Company shall ensure that (i) any Shelf  Registration  Statement and
any amendment thereto and any Prospectus  forming part thereof and any amendment
or  supplement  thereto  comply in all  material  respects  with the Act and the
Exchange Act and the respective rules and regulations thereunder, (ii) any Shelf
Registration  Statement  and any  amendment  thereto  does not,  when it becomes
effective,  contain an untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  and (iii)  any  Prospectus  forming  part of any Shelf
Registration Statement, and any amendment or supplement to such Prospectus, does
not include an untrue  statement of a material  fact or omit to state a material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances  under  which they were made,  not  misleading;  provided  that no
representation  or  agreement is made hereby with  respect to  information  with
respect to you or any Holder  required to be included in any Shelf  Registration
or  Prospectus  pursuant to the Act or the rules and  regulations  thereunder or
provided by you,  any  Holder,  or any  Managing  Underwriter  specifically  for
inclusion in any Shelf Registration Statement or Prospectus.


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     c) (1) The Company  shall  advise you and the Holders  and, if requested by
you or any such Holder, confirm such advice in writing:

          d) when a Shelf  Registration  Statement and any amendment thereto has
     been filed with the Commission and when the Shelf Registration Statement or
     any post-effective amendment thereto has become effective; and

          e) of any request by the  Commission  for amendments or supplements to
     the Shelf Registration  Statement or the Prospectus included therein or for
     additional information.

          (2) During any  Selling  Period,  during the  deferral  of any Selling
     Period  and  within two  Business  Days of  receipt  by the  Company of any
     Selling Notice, the Company shall notify you and the Notice Holders and, if
     requested by you or any such Notice Holder,  confirm such  notification  in
     writing:

          a) of the issuance by the Commission of any stop order  suspending the
     effectiveness of the Shelf Registration  Statement or the initiation of any
     proceedings for that purpose;

          b) of the receipt by the Company of any  notification  with respect to
     the suspension of the qualification of the Securities included in any Shelf
     Registration  Statement for sale in any  jurisdiction  or the initiation or
     threat of any proceeding for such purpose;

          c) of (x) the  suspension  of the use of the  Prospectus  pursuant  to
     Section 2(b) or (y) of the  happening of any event that requires the making
     of any changes in the Shelf  Registration  Statement or the  Prospectus  so
     that, as of such date, the statements therein are not misleading and do not
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein (in the case of the Prospectus, in the light of
     the circumstances under which they were made) not misleading; and

          d) of the  determination by the Company,  in its reasonable  judgment,
     that it is advisable to suspend use of the  Prospectus  for valid  business
     reasons (not including  avoidance of the Company's  obligations  hereunder)
     including,  among other things,  the  acquisition or divestiture of assets,
     public filings with the  Commission,  pending  corporate  developments  and
     similar events;


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     which notice shall be accompanied by an instruction to defer the use of the
     Prospectus until the Company delivers a Selling Confirmation  whereupon any
     existing  Selling  Period  shall be  deferred  and  shall  recommence  upon
     delivery of the  aforementioned  Selling  Confirmation;  provided that such
     Selling  Period  shall be  extended  by the number of days  elapsed in such
     period prior to such deferral.

     I. The  Company  shall use its  reasonable  best  efforts  to  prevent  the
issuance,  and if issued to obtain the withdrawal  of, any order  suspending the
effectiveness of any Shelf Registration Statement at the earliest possible time,
and in any  event  shall  within  30 days of any  such  order  amend  the  Shelf
Registration  Statement in a manner reasonably expected to obtain the withdrawal
of such order, or file an additional Shelf  Registration  Statement covering all
of  the  Registrable  Securities  (whereupon  references  herein  to  the  Shelf
Registration  Statement shall be deemed to include  reference to such additional
filing).

     II. The Company  shall  furnish to each Holder of  Securities or the Common
Stock issued upon conversion  thereof  included within the coverage of any Shelf
Registration  Statement,  without  charge,  at  least  one  copy of  such  Shelf
Registration  Statement and any post-effective  amendment or supplement thereto,
including financial statements and schedules,  and, if the Holder so requests in
writing, all exhibits (including those incorporated by reference).

     III. The Company shall,  during the Shelf Registration  Period,  deliver to
each Holder of  Securities  or the Common Stock issued upon  conversion  thereof
included  within  the  coverage  of any Shelf  Registration  Statement,  without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf  Registration  Statement  and any amendment or supplement
thereto as such Holder may reasonably  request;  and, except during such periods
as the  Company  shall have  suspended  the use of the  Prospectus  pursuant  to
Section 2(b) or 3(c)(2),  the Company  consents to the use of the  Prospectus or
any amendment or supplement thereto by each of the selling Holders in connection
with the  offering  and sale of the  Securities  or the Common Stock issued upon
conversion  thereof  covered by the  Prospectus  or any  amendment or supplement
thereto.

     IV.  Prior to any  offering of  Securities  or the Common Stock issued upon
conversion  thereof pursuant to any Shelf  Registration  Statement,  the Company
shall  register or qualify or cooperate  with the Holders of  Securities  or the
Common  Stock  issued  upon  conversion   thereof  included  therein  and  their
respective  counsel in connection with the registration or qualification of such
Securities  or Common Stock for offer and sale under the  securities or blue sky
laws of such jurisdictions as any such Holders reasonably request in writing and
do any and all other acts or things  necessary  or advisable to enable the offer
and sale in such  jurisdictions  of the  Securities  and the Common Stock issued
upon conversion thereof covered by such Shelf Registration Statement;  provided,
however,  that the  Company  will not be  required  to qualify  generally  to do
business in any  jurisdiction  where it is not then so  qualified or to take any
action  which would  subject it to general  service of process or to taxation in
any such jurisdiction where it is not then so subject.

     V. The Company shall  cooperate  with the Holders to facilitate  the timely
preparation and delivery of certificates  representing  Securities or the Common
Stock  issued  upon  conversion  thereof  to  be  sold  pursuant  to  any  Shelf
Registration Statement free of any restrictive legends and in such denominations
and

                                       11


                                     



<PAGE>



registered  in such names as Holders  may  request in  connection  with sales of
Securities or the Common Stock issued upon conversion  thereof  pursuant to such
Shelf Registration Statement.

     VI.  Upon the  occurrence  of any event  contemplated  by  clause  (iii) of
Section  (c)(2)  above,  the Company  shall  promptly  prepare a  post-effective
amendment to any Shelf  Registration  Statement or an amendment or supplement to
the  related  Prospectus  or file  any  other  required  document  so  that,  as
thereafter  delivered  (when  and as  permitted  pursuant  to  Section  2(c)) to
purchasers of the Securities or the Common Stock issued upon conversion  thereof
included  therein,  the  Prospectus  will not include an untrue  statement  of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

     VII. The Company  shall use its best efforts to comply with all  applicable
rules and  regulations of the  Commission and shall make generally  available to
its security  holders as soon as  practicable  after the  effective  date of the
applicable  Shelf  Registration  Statement an earning  statement  satisfying the
provisions  of  Section  11(a)  of the  Act  and  Rule  158  promulgated  by the
Commission thereunder.

     VIII. The Company shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner.

     IX. The Company may require each Holder of  Securities  or the Common Stock
issued upon  conversion  thereof to be sold  pursuant to any Shelf  Registration
Statement to furnish to the Company such  information  regarding  the Holder and
the  distribution  of such Securities or Common Stock as may, from time to time,
be required by the Act and the rules and regulations promulgated thereunder, and
the  obligations  of the  Company to any  Holder  hereunder  shall be  expressly
conditioned on the compliance of such Holder with such request.

     X. The Company  shall,  if requested,  use its  reasonable  best efforts to
promptly  incorporate  in a supplement to the  Prospectus  included in the Shelf
Registration or post-effective  amendment to a Shelf Registration  Statement (i)
such  information as the Majority  Holders or, if the Securities or Common Stock
are being sold in an Underwritten Offering, as the Managing Underwriters and the
Majority Holders  reasonably agree should be included therein and provide to the
Company  in  writing  for  inclusion  in the  Shelf  Registration  Statement  or
Prospectus,  and (ii) such information as a Holder may provide from time to time
to  the  Company  in  writing  for  inclusion  in  a  Prospectus  or  any  Shelf
Registration  Statement  concerning  such  Holder and the  distribution  of such
Holder's  Securities  and  Common  Stock  and,  in either  case,  shall make all
required  filings of such  supplement  or  post-effective  amendment  as soon as
notified of the matters to be incorporated in such supplement or  post-effective
amendment.

     XI. The Company  shall  enter into such  reasonable  agreements  (including
underwriting  agreements)  and take all other  appropriate  actions  in order to
expedite or facilitate the  registration or the disposition of the Securities or
the Common Stock issuable upon conversion thereof, and in connection  therewith,
if an  underwriting  agreement  is  entered  into,  cause  the  same to  contain
indemnification  provisions and procedures no less favorable to the Holders than
those set forth in Section 5 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing  Underwriters,  if any, with respect to
all parties to be  indemnified  pursuant to Section 5 from Holders of Securities
or the Common Stock issuable upon conversion thereof to the Company).


                                       12


                                     



<PAGE>



     XII. The Company shall (i) make reasonably  available for inspection by the
Holders of Securities or the Common Stock issued upon  conversion  thereof to be
registered under a Shelf Registration Statement,  any Underwriter  participating
in any  disposition  pursuant  to such  Shelf  Registration  Statement,  and any
attorney,  accountant  or  other  agent  retained  by the  Holders  or any  such
Underwriter  all  relevant  financial  and other  records,  pertinent  corporate
documents  and  properties of the Company and its  subsidiaries;  (ii) cause the
Company's officers,  directors and employees to supply all relevant  information
reasonably  requested  by  the  Holders  or  any  such  Underwriter,   attorney,
accountant or agent in connection with any such Shelf Registration  Statement as
is customary for similar due diligence examinations; provided, however, that any
information  that  is  designated  in  writing  by  the  Company,  in  its  sole
discretion,  as  confidential at the time of delivery of such  information  (the
"Confidential  Information")  shall be kept  confidential  by the Holders or any
such  Underwriter,  attorney,  accountant or agent,  unless such information has
become  available to the public  generally  or through a third party  without an
accompanying obligation of confidentiality (provided, however, that in the event
that  any  of  such  persons  is  requested  or  required  (by  oral  questions,
interrogatories,  requests for  information or documents,  subpoena,  or similar
process) to disclose any of the Confidential Information, it is agreed that such
person will provide the Company with prompt  notice of such  request(s)  so that
the Company may seek an appropriate protective order or other appropriate remedy
and/or waive such persons  compliance  with this provision and in the event that
such  protective  order or other  remedy is not  obtained,  or that the  Company
grants  a  waiver  hereunder,  such  person  may  furnish  that  portion  of the
confidential information which it is legally compelled to disclose);  (iii) make
such  representations  and warranties to the Holders of Securities or the Common
Stock issued upon conversion thereof registered thereunder and the Underwriters,
if any,  in form,  substance  and scope as are  customarily  made by  issuers to
Underwriters and covering matters including, but not limited to, those set forth
in the Purchase  Agreement;  (iv) obtain  opinions of counsel to the Company and
updates thereof (which counsel and opinions, in form, scope and substance, shall
be reasonably  satisfactory to the Managing  Underwriters,  if any) addressed to
each selling Holder and the  Underwriters,  if any, covering such matters as are
customarily  covered in opinions  requested in  underwritten  offerings and such
other matters as may be reasonably  requested by such Holders and  Underwriters;
(v) obtain  "cold  comfort"  letters and updates  thereof  from the  independent
certified  public  accountants  of the Company  (and,  if  necessary,  any other
independent  certified public accountants of any subsidiary of the Company or of
any  business  acquired  by the  Company  for  which  financial  statements  and
financial  data are, or are required to be,  included in the Shelf  Registration
Statement),  addressed to each selling  Holder of Securities or the Common Stock
issued upon  conversion  thereof  registered  thereunder  (provided  such Holder
furnishes  the  accountants  with  such   representations   as  the  accountants
customarily  require in similar  situations)  and the  Underwriters,  if any, in
customary  form and covering  matters of the type  customarily  covered in "cold
comfort"  letters in connection with primary  underwritten  offerings;  and (vi)
deliver such documents and  certificates  as may be reasonably  requested by the
Majority Holders and the Managing

                                       13


                                      



<PAGE>



Underwriters,  if any, including those to evidence  compliance with Section 3(i)
and with any customary  conditions  contained in the  underwriting  agreement or
other agreement entered into by the Company.  The foregoing actions set forth in
clauses  (iii),  (iv),  (v) and (vi) of this Section 3 (o) shall be performed at
(A)  the   effectiveness   of  such  Shelf   Registration   Statement  and  each
post-effective  amendment thereto and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

     XIII. The Company shall use its  reasonable  best efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.

     4.  Registration  Expenses.  The Company  shall bear all fees and  expenses
incurred in connection with the performance of its obligations  under Sections 2
and 3 hereof and shall bear or reimburse the Holders for the reasonable fees and
disbursements  of one firm or counsel  designated by the Majority Holders to act
as counsel for the Holders in connection  therewith.  However, the Company shall
not be liable for  underwriting  discounts  or  commissions  or  transfer  taxes
payable in  connection  with any sale of  Securities  or Common  Stock issued on
conversion thereof included in a Shelf Registration Statement.

     5. Indemnification and Contribution.

     a) (i) In connection  with any Shelf  Registration  Statement,  the Company
agrees to indemnify  and hold harmless each Holder of Securities or Common Stock
issued  upon  conversion   thereof   covered  thereby   (including  the  Initial
Purchasers),  the directors,  officers, employees and agents of each such Holder
and each person who  controls  any such Holder  within the meaning of either the
Act or the  Exchange  Act  against  any  and  all  losses,  claims,  damages  or
liabilities,  joint or several,  to which they or any of them may become subject
under the Act,  the  Exchange  Act or other  Federal or state  statutory  law or
regulation, at common law or otherwise,  insofar as such losses, claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the  Shelf  Registration  Statement  as  originally  filed  or in any  amendment
thereof,  or in any  preliminary  Prospectus or Prospectus,  or in any amendment
thereof or supplement thereto, or arise out of or are 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 agrees to
reimburse  each such  indemnified  party,  as  incurred,  for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action; provided,  however,
that the  Company  will not be  liable in any case to the  extent  that any such
loss, claim, damage or liability arises out of or is based

                                       14


                                   



<PAGE>



upon (A) any such untrue  statement or alleged  untrue  statement or omission or
alleged  omission made therein in reliance  upon and in conformity  with written
information  furnished  to the Company by or on behalf of any such Holder or any
Initial  Purchaser  specifically  for  inclusion  therein,  (B)  use of a  Shelf
Registration  Statement  or the related  Prospectus  during a period when a stop
order has been issued in respect of such Shelf  Registration  or any proceedings
for that  purpose have been  initiated  or use of a Prospectus  when use of such
Prospectus has been deferred  pursuant to Section 2(c);  provided,  further,  in
each case,  that the Company has delivered  prior  notice,  and the Holders have
received such prior notice,  in accordance with Section 7(c) hereof of such stop
order,  initiation  of  proceedings  or deferral  or (C) if the Holder  fails to
deliver a Prospectus or the then current  Prospectus.  This indemnity  agreement
will be in addition to any liability which the Company may otherwise have.


     (ii) The Company  also agrees to  indemnify  or  contribute  to Losses,  as
provided in Section 5(d), of any  Underwriters of Securities or the Common Stock
issued upon conversion thereof registered under a Shelf Registration  Statement,
their officers and directors and each person who controls such  Underwriters  on
substantially  the same  basis  as that of the  indemnification  of the  Initial
Purchaser and the selling  Holders  provided in this Section 5(a) and shall,  if
requested by any Holder,  enter into an underwriting  agreement  reflecting such
agreement,  as provided in Section 3(n) hereof. 

     a. Each Holder of Securities or Common Stock issued upon conversion thereof
covered by a Shelf  Registration  Statement  (including  the Initial  Purchaser)
severally  agrees to indemnify and hold  harmless (i) the Company,  (ii) each of
its  directors,  (iii) each of its  officers  who signs such Shelf  Registration
Statement  and (iv) each person who controls  the Company  within the meaning of
either the Act or the Exchange Act to the same extent as the foregoing indemnity
from the  Company  to each such  Holder,  but only  with  reference  to  written
information  relating to such Holder furnished to the Company by or on behalf of
such Holder  specifically  for  inclusion  in the  documents  referred to in the
foregoing  indemnity.  This  indemnity  agreement  will  be in  addition  to any
liability which any such Holder may otherwise have.

     a) Promptly after receipt by an  indemnified  party under this Section 5 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability  under  paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying  party of substantial rights and defenses and (ii) will not, in any
event,  relieve the  indemnifying  party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The

                                       15


                                     



<PAGE>



indemnifying  party  shall be entitled  to appoint  counsel of the  indemnifying
party's choice at the indemnifying  party's expense to represent the indemnified
party in any  action  for which  indemnification  is sought  (in which  case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel  retained by the indemnified  party or parties except as
set forth  below);  provided,  however,  that such counsel  shall be  reasonably
satisfactory to the indemnified party.  Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified  party shall have the right to employ  separate  counsel  (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and  expenses of such  separate  counsel  (and local  counsel) if (i) the use of
counsel  chosen by the  indemnifying  party to represent the  indemnified  party
would  present  such  counsel  with a conflict of  interest,  (ii) the actual or
potential  defendants  in, or  targets  of,  any such  action  include  both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have  reasonably  concluded  that there may be legal  defenses  available  to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel  reasonably  satisfactory to the indemnified party to represent
the  indemnified  party within a reasonable time after notice of the institution
of such action or (iv) the  indemnifying  party shall  authorize the indemnified
party to employ  separate  counsel  at the  expense of the  indemnifying  party;
provided further,  that the indemnifying  party shall not be responsible for the
fees and expenses of more than one separate  counsel  (together with appropriate
local counsel)  representing all the indemnified parties under paragraph (a)(i),
paragraph  (a)(ii) or  paragraph  (b)  above.  An  indemnifying  party will not,
without  the  prior  written  consent  of the  indemnified  parties,  settle  or
compromise  or consent to the entry of any judgment  with respect to any pending
or  threatened   claim,   action,   suit  or  proceeding  in  respect  of  which
indemnification  or  contribution  may be sought  hereunder  (whether or not the
indemnified  parties  are actual or  potential  parties to such claim or action)
unless such settlement,  compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim,  action,
suit or proceeding.

     b) In the event  that the  indemnity  provided  in  Section  5(a) or (b) is
unavailable to or  insufficient  to hold harmless an  indemnified  party for any
reason,  then each applicable  indemnifying  party, in lieu of indemnifying such
indemnified  party,  shall have a joint and several  obligation to contribute to
the aggregate losses,  claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively  "Losses") to which such indemnified  party may be subject in such
proportion as is appropriate to reflect the relative  benefits  received by such
indemnifying  party, on the one hand, and such  indemnified  party, on the other
hand,  from the Initial  Placement and the Shelf  Registration  Statement  which
resulted in such Losses;

                                       16


                                    



<PAGE>



provided,  however,  that in no case shall the Initial Purchaser be responsible,
in the  aggregate,  for  any  amount  in  excess  of the  purchase  discount  or
commission  applicable to such  Security,  as set forth on the cover page of the
Final Memorandum (unless the Initial Purchaser shall also be an Underwriter,  in
which  case,  such  Initial  Purchaser  shall also be  responsible  for  amounts
pursuant  to the  remaining  of this  sentence),  nor shall any  Underwriter  be
responsible for any amount in excess of the underwriting  discount or commission
applicable to the  Securities  and Common Stock issued upon  conversion  thereof
purchased  by such  Underwriter  under the Shelf  Registration  Statement  which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence  is  unavailable  for  any  reason,  the  indemnifying  party  and  the
indemnified  party shall  contribute  in such  proportion as is  appropriate  to
reflect not only such  relative  benefits  but also the  relative  fault of such
indemnifying  party, on the one hand, and such  indemnified  party, on the other
hand, in connection  with the  statements  or omissions  which  resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the  Company  shall be  deemed  to be equal to the sum of (x) the  total  net
proceeds from the Initial Placement (before deducting  expenses) as set forth on
the cover page of the Final  Memorandum  and (y) the total amount of  additional
interest  which the Company was not  required to pay as a result of  registering
the Securities and Common Stock issued upon  conversion  thereof  covered by the
Shelf Registration Statement which resulted in such Losses. Benefits received by
the  Initial  Purchaser  shall  be  deemed  to be equal  to the  total  purchase
discounts  and  commissions  as  set  forth  on the  cover  page  of  the  Final
Memorandum,  and benefits  received by any other  Holders  shall be deemed to be
equal to the value of receiving  Securities  or the Common Stock  issuable  upon
conversion   thereof   registered  under  the  Act.  Benefits  received  by  any
Underwriter shall be deemed to be equal to the total underwriting  discounts and
commissions,  as set forth on the cover page of the Prospectus forming a part of
the Shelf Registration  Statement which resulted in such Losses.  Relative fault
shall be  determined  by  reference to whether any alleged  untrue  statement or
omission relates to information  provided by the indemnifying  party, on the one
hand, or by the indemnified  party, on the other hand. The parties agree that it
would not be just and  equitable if  contribution  were  determined  by pro rata
allocation or any other method of allocation  which does not take account of the
equitable  considerations  referred to above.  Notwithstanding the provisions of
this Section 5(d), no person guilty of fraudulent  misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.  For purposes of
this Section 5, each person who  controls a Holder  within the meaning of either
the Act or the Exchange Act and each  director,  officer,  employee and agent of
such Holder shall have the same rights to contribution as such Holder,  and each
person who  controls  the  Company  within the  meaning of either the Act or the
Exchange  Act,  each  officer of the  Company  who shall  have  signed the Shelf
Registration Statement and each director of the Company shall have the same

                                       17


                                    



<PAGE>



rights to  contribution  as the Company,  subject in each case to the applicable
terms and conditions of this Section 5(d).

     (e) The  provisions of this Section 5 will remain in full force and effect,
regardless  of any  investigation  made by or on  behalf  of any  Holder  or the
Company or any of the officers,  directors or controlling persons referred to in
Section 5 hereof, and will survive the sale by a Holder of Securities covered by
a Shelf Registration Statement.

     6. Underwritten  Offering. The Holders of Registrable Securities covered by
the Shelf  Registration  Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering in accordance with the provisions of this
Section 6. In any such  Underwritten  Offering,  the Managing  Underwriters that
administer the  Underwritten  Offering will be selected by, and the underwriting
arrangements with respect thereto will be approved by, the Holders of a majority
of  the  Registrable  Securities  to be  included  in  such  offering  (if  both
Securities  and Common  Stock are to be included in such  Underwritten  Offering
determined in a manner analogous to that used to calculate Majority Holders with
Holders of Common Stock deemed to represent  the aggregate  principal  amount of
Securities from which such Common Stock was converted);  provided, however, that
(i) such Managing Underwriters and underwriting  arrangements must be reasonably
satisfactory  to the  Company  and (ii) the Company  shall not be  obligated  to
arrange for more than one  Underwritten  Offering during the Shelf  Registration
Period. No Holder may participate in any such Underwritten Offering contemplated
unless such Holder (a) agrees to sell such  Holder's  Registrable  Securities in
accordance  with any  approved  underwriting  arrangements,  (b)  completes  and
executes  all  reasonable  questionnaires,   powers  of  attorney,  indemnities,
underwriting agreements,  lock-up letters and other documents required under the
terms of such  approved  underwriting  arrangements  and (c) at least 70% of the
outstanding  Registrable  Securities are included in such Underwritten Offering.
The Holders  participating in any Underwritten Offering shall be responsible for
any   expenses   customarily   borne  by  selling   securityholders,   including
underwriting  discounts and  commissions and fees and expenses of counsel to the
selling  securityholders  and  shall  reimburse  the  Company  for the  fees and
disbursements of their counsel,  their  independent  public  accountants and any
printing  expenses  incurred  in  connection  with such  Underwritten  Offering.
Notwithstanding  the foregoing or the  provisions  of Section 3(m) hereof,  upon
receipt of a request from the Managing  Underwriter or a  representative  of the
Majority  Holders to prepare and file an  amendment or  supplement  to the Shelf
Registration  Statement  and  Prospectus  in  connection  with  an  Underwritten
Offering,  the Company may delay the filing of any such  amendment or supplement
for up to 90 days if the Company in good faith has a valid  business  reason for
such delay.


                                       18


                                     



<PAGE>



     7. Miscellaneous.

     a) No Inconsistent Agreements.  The Company has not, as of the date hereof,
entered  into nor  shall  it,  on or after  the date  hereof,  enter  into,  any
agreement with respect to the Securities  that is  inconsistent  with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     b) Amendments and Waivers. The provisions of this Agreement,  including the
provisions  of  this  sentence,  may  not be  amended,  qualified,  modified  or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the Company has  obtained  the written  consent of the
Majority  Holders;  provided  that,  with respect to any matter that directly or
indirectly  affects the rights of the Initial Purchaser  hereunder,  the Company
shall obtain the written  consent of the Initial  Purchaser  against  which such
amendment,  qualification,  supplement,  waiver or consent  is to be  effective.
Notwithstanding  the  foregoing  (except  the  foregoing  proviso),  a waiver or
consent to departure  from the  provisions  hereof with respect to a matter that
relates  exclusively  to the rights of Holders whose  Securities  are being sold
pursuant  to a Shelf  Registration  Statement  and  that  does not  directly  or
indirectly  affect  the  rights of other  Holders  may be given by the  Majority
Holders, determined on the basis of Securities being sold rather than registered
under such Shelf Registration Statement.

     c) Notices. All notices and other communications  provided for or permitted
hereunder shall be made in writing by  hand-delivery,  first-class  mail, telex,
telecopier, or air courier guaranteeing overnight delivery:

          1. if to you,  initially  at the  address  set  forth in the  Purchase
     Agreement;

          2. if to any other Holder,  at the most current  address given by such
     Holder to the Company in  accordance  with the  provisions  of this Section
     7(c), which address initially is, with respect to each Holder,  the address
     of such Holder  maintained by the Trustee under the Indenture,  with a copy
     in like manner to you; and

          3. if to the  Company,  initially  at its  address  set  forth  in the
     Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when  received,  if delivered by hand or air courier,  and when sent, if sent by
first-class mail, telex or telecopier.

     The Initial  Purchaser or the Company by notice to the other may  designate
additional or different addresses for subsequent notices or communications.

                                       19


                                     



<PAGE>




     a. Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the  successors  and assigns of each of the parties,  including,
without  the  need for an  express  assignment  or any  consent  by the  Company
thereto, subsequent Holders. The Company hereby agrees to extend the benefits of
this  Agreement to any Holder and any such Holder may  specifically  enforce the
provisions of this Agreement as if an original party hereto.

     a)  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     b)  Headings.  The  headings  in  this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     c) Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN NEW YORK,  WITHOUT  REGARD TO THE  CONFLICTS OF LAW RULES
THEREOF.

     d)  Severability.  In the  event  that  any one of  more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  hereof  shall not be in any way impaired or affected
thereby,  it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     e) Securities Held by the Company, etc. Whenever the consent or approval of
Holders of a specified  percentage  of  principal  amount of  Securities  or the
Common Stock issuable upon conversion thereof is required hereunder,  Securities
or the Common  Stock issued upon  conversion  thereof held by the Company or its
Affiliates  (other than  subsequent  Holders of  Securities  or the Common Stock
issued  upon  conversion  thereof if such  subsequent  Holders  are deemed to be
Affiliates  solely by reason of their holdings of such Securities)  shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                      * * *


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<PAGE>



     Please  confirm  that the  foregoing  correctly  sets  forth the  agreement
between the Company and you.

                                         Very truly yours,


                                         AMNEX, INC.
                                         By_____________________________
                                           Name:
                                           Title:


The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

HSBC SECURITIES, INC.

By___________________________
  Name:
  Title:



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