AGREEMENT,  dated as of June 10, 1997,  by and between  AMNEX,  INC., a New
York corporation (the "Company"), and the person or entity whose name appears on
the signature page hereto (the "Holder"). -------------------

     WHEREAS,  Logitech Corp. ("Logitech") is the holder of a certain promissory
note of the Company, dated May 1, 1995, in the principal amount of three hundred
twenty-five thousand dollars ($325,000) (the "Logitech Note").

     WHEREAS,  the principal amount of the Logitech Note,  together with accrued
and unpaid interest thereon, was due and payable on May 1, 1997.

     WHEREAS,  the  Logitech  Note  provides  for the payment of interest on the
principal amount thereof at the rate of eight percent (8%) per annum.

     WHEREAS,  no interest has been paid on the principal amount of the Logitech
Note.

     WHEREAS,   certain   persons   and   entities   (collectively,   the  "1995
Noteholders") are holders of certain promissory notes, dated October 4, 1995, in
the  aggregate  principal  amount of one million four hundred  thousand  dollars
($1,400,000) as set forth on Schedule A attached hereto (the "1995 Notes").

     WHEREAS,  the  1995  Notes  provide  for the  payment  of  interest  on the
principal amount thereof at the rate of ten percent (10%) per annum.

     WHEREAS, the principal amounts of the 1995 Notes, together with all accrued
and unpaid interest thereon, are due and payable on October 4, 1999.

     WHEREAS,  the Company has the right to prepay the principal  amounts of the
1995 Notes, in whole or in part, at any time without premium or penalty.

     WHEREAS, there are currently outstanding  seventy-two thousand four hundred
fifty (72,450) Series B Preferred Shares of the Company (the "Series B Preferred
Shares"),  one million four hundred thirteen thousand three hundred thirty-seven
(1,413,337)  Series D Preferred  Shares of the Company  (the "Series D Preferred
Shares"), one million thirty-five thousand (1,035,000) Series E Preferred Shares
of the  Company  (the  "Series E Preferred  Shares")  and four  hundred  fifteen
thousand two hundred fifty  (415,250)  Series F Preferred  Shares of the Company
(the "Series F Preferred  Shares" and  collectively  with the Series B Preferred
Shares,  the Series D Preferred  Shares and the Series E Preferred  Shares,  the
"Preferred Shares").

     WHEREAS,  each Series B Preferred Share is convertible into ten (10) Common
Shares of the Company ("Common Shares").

     WHEREAS,  the  holders  of the Series B  Preferred  Shares  (the  "Series B
Holders") and the number of Series B Preferred Shares held by them are set forth
on Schedule B attached hereto.


<PAGE>




     WHEREAS,  the Series B Holders are entitled to cumulative  dividends at the
rate of forty cents ($.40) per share per annum.

     WHEREAS,  dividends with respect to the Series B Preferred Shares have been
paid through June 30, 1994.

     WHEREAS,  the  holders  of the Series D  Preferred  Shares  (the  "Series D
Holders") and the number of Series D Preferred Shares held by them are set forth
on Schedule C attached hereto.

     WHEREAS,  the Series D Holders are entitled to cumulative  dividends at the
rate of twenty-five cents ($.25) per share per annum.

     WHEREAS, no dividends have been paid with respect to the Series D Preferred
Shares.

     WHEREAS, in the event of a liquidation of the Company, the Series D Holders
would be entitled to receive two dollars  fifty cents  ($2.50) per share and all
accrued and unpaid dividends thereon (the "Series D Liquidation Value").

     WHEREAS,  the  holders  of the Series E  Preferred  Shares  (the  "Series E
Holders") and the number of Series E Preferred Shares held by them are set forth
on Schedule D attached hereto.

     WHEREAS,  the Series E Holders are entitled to cumulative  dividends at the
rate of twenty-two and one-half cents ($.225) per share per annum.

     WHEREAS, no dividends have been paid with respect to the Series E Preferred
Shares.

     WHEREAS, in the event of a liquidation of the Company, the Series E Holders
would be  entitled  to receive  two dollars  eighty-one  and  one-quarter  cents
($2.8125) per share and all accrued and unpaid dividends  thereon (the "Series E
Liquidation Value").

     WHEREAS,  the  holders  of the Series F  Preferred  Shares  (the  "Series F
Holders" and  collectively  with the Series B Holders,  the Series D Holders and
the  Series E  Holders,  the  "Preferred  Holders")  and the  number of Series F
Preferred Shares held by them are set forth on Schedule E attached hereto.

     WHEREAS,  the  Series  F  Holders  are  not  entitled  to any  preferential
dividends.



                                        2

<PAGE>


     WHEREAS, in the event of a liquidation of the Company, the Series F Holders
would be  entitled to receive  five  dollars  ($5.00)  per share (the  "Series F
Liquidation  Value" and  collectively  with the Series D  Liquidation  Value and
Series E Liquidation Value, the "Liquidation Value").

     WHEREAS, the Holder is Logitech and/or a Preferred Holder.

     WHEREAS,  upon the terms and subject to the conditions  hereof,  the Holder
(if a Series B Holder) has agreed to convert its Series B Preferred  Shares into
Common Shares.

     WHEREAS,  upon the terms and subject to the conditions  hereof, the Company
has agreed to repurchase from the Holder (other than the Series B Holders),  and
the Holder  (other than the Series B Holders) has agreed to sell to the Company,
the Logitech Note and/or the Holder's Preferred Shares, as the case may be.

     WHEREAS,  upon the terms and subject to the conditions  hereof, the Company
has agreed to prepay the outstanding  principal  amounts of, and all accrued and
unpaid interest due under, the 1995 Notes.

     WHEREAS,  prior  hereto,  Spring  Technology  Corp.  ("Spring")  elected to
convert  $96,000  principal  amount  of  a  certain  $450,000  principal  amount
promissory note of the Company dated March 8, 1993 (the "Spring Note"), together
with  accrued  interest  thereon,  into  Common  Shares in  accordance  with the
provisions of the Spring Note.

     WHEREAS,  concurrently herewith, Spring and Cofinvest 97 Ltd. ("Cofinvest")
are entering  into a Note  Purchase  Agreement of even date (the "Note  Purchase
Agreement") with, among others,  Francesco Galesi ("Galesi")  pursuant to which,
among other matters,  Spring and Cofinvest are agreeing to sell to Galesi or his
designee,  upon the terms and subject to the conditions thereof, the unconverted
portion of the Spring Note and a certain  promissory  note of the Company  dated
July 13, 1993 in the principal  amount of $50,000,  respectively  (collectively,
the "1993 Notes").

     WHEREAS, concurrently herewith, the Company and Galesi are entering into an
agreement of even date (the  "Conversion  Agreement")  pursuant to which,  among
other  matters,  Galesi is  agreeing to convert or cause the  conversion  of the
principal amounts of, and accrued interest on, the 1993 Notes into Common Shares
in  accordance  with  the  provisions  of the  1993  Notes  and  the  Conversion
Agreement.

     NOW, THEREFORE, in consideration of the foregoing,  the parties hereto have
agreed, and do hereby agree, as follows:

1.   Recitals.  Each of the parties hereto  acknowledges and agrees that each of
     the above  recitals  is true and that  each has  relied  upon the  accuracy
     thereof in entering into this Agreement.

                                        3

<PAGE>



2.   Conversion  of  Series  B  Preferred  Shares;  Sale of  Logitech  Note  and
     Preferred Shares; Escrow Agreement; Prepayment of 1995 Notes.

          2.1 Conversion of Series B Preferred  Shares.  In the event the Holder
     is a  Series B  Holder,  upon  the  terms  and  subject  to the  conditions
     hereinafter set forth,  effective at the Closing (as hereinafter  defined),
     the  Holder  elects and  agrees to  convert  all of its Series B  Preferred
     Shares into Common Shares (the "Series B Underlying Shares").

          2.2 Sale of Logitech  Note. In the event the Holder is Logitech,  upon
     the terms and  subject to the  conditions  hereinafter  set  forth,  at the
     Closing,  the Holder  agrees to sell,  transfer and deliver to the Company,
     and the Company  agrees to repurchase  from the Holder,  the Logitech Note,
     free and clear of all liens, security interests,  pledges,  claims, charges
     and  encumbrances  thereon  (collectively,  "Encumbrances"),  at a purchase
     price (the "Note  Purchase  Price") equal to the principal  amount  thereof
     together  with  accrued  and  unpaid  interest   thereon  through  the  day
     immediately preceding the Closing.

          2.3  Sale of  Preferred  Shares.  (a) In the  event  the  Holder  is a
     Preferred Holder (other than a Series B Holder), upon the terms and subject
     to the conditions  hereinafter set forth, at the Closing, the Holder agrees
     to sell,  transfer  and deliver to the Company,  and the Company  agrees to
     repurchase from the Holder, the Holder's  Preferred Shares,  free and clear
     of all  Encumbrances,  at a purchase price (the "Preferred  Purchase Price"
     and collectively  with the Note Purchase Price, the "Purchase Price") equal
     to the Liquidation Value thereof.

          2.4  Escrow  Agreement.  Simultaneously  herewith,  if the  Holder  is
     Logitech,  the Company,  the Holder and Certilman Balin Adler & Hyman,  LLP
     (the "Escrow  Agent") are  entering  into an Escrow  Agreement  pursuant to
     which  the  original  Logitech  Note and an  Assignment  of Note are  being
     delivered  to the  Escrow  Agent,  to be held  pursuant  to the  terms  and
     conditions of the Escrow Agreement.

          2.5  Prepayment of 1995 Notes.  Promptly  following  the Closing,  the
     Company  agrees  to send to the 1995  Noteholders  a notice  in the form of
     Exhibit A hereto  (the  "Redemption  Notice")  to the  effect  that it will
     redeem and prepay the outstanding principal amounts of, and all accrued and
     unpaid  interest  under,   the  respective  1995  Notes  for  an  aggregate
     consideration  to all of the 1995  Noteholders  of one million four hundred
     seventy thousand dollars  ($1,470,000)  plus the aggregate amount to all of
     the 1995  Noteholders  of three hundred  eighty three dollars and fifty-six
     cents  ($383.56) per day from July 1, 1997 to the date of  redemption,  and
     the Company shall redeem and prepay the 1995 Notes in  accordance  with the
     provisions of the Redemption Notice.

3.   Representations  and Warranties of the Holder. As a material  inducement to
     the Company's  entering into this Agreement,  the Holder hereby  represents
     and warrants to the Company as follows:

          3.1 Valid Existence;  Authority;  Binding Nature. The Holder, if other
     than a natural person,  is validly  existing and in good standing under the
     laws of the jurisdiction of

                                        4

<PAGE>



     its  formation.  The Holder has the power and  authority to enter into this
     Agreement  and to perform its  obligations  hereunder.  The  execution  and
     delivery of this Agreement by the Holder and the  performance by the Holder
     of its  obligations  hereunder  have been duly  authorized  by the Board of
     Directors or other  governing body, if any, of the Holder and, if required,
     its respective  shareholders  in conformity  with  applicable law. No other
     corporate  or other  proceeding  on the part of the Holder is  necessary to
     authorize the execution or delivery of this Agreement or the performance by
     the Holder of its  obligations  hereunder.  This Agreement is the valid and
     binding  obligation  of  the  Holder  and  is  enforceable  against  it  in
     accordance with the terms hereof.  Each person  executing this Agreement on
     behalf of the Holder has been duly  authorized  to execute and deliver this
     Agreement on the Holder's behalf.

          3.2 Consent.  Neither the execution and delivery of this  Agreement by
     the Holder, nor the performance by the Holder of its obligations hereunder,
     requires  the  consent  or  approval  of any  third  party  or any  foreign
     governmental body or other foreign regulatory or administrative  authority,
     agency, bureau or commission (collectively, "Foreign Governmental Body").

          3.3 No Breach. Neither the execution and delivery of this Agreement by
     the Holder, nor the performance by the Holder of its obligations hereunder,
     (i) violates, conflicts with or results in a breach of any provision of the
     Certificate of Incorporation or By-Laws or other charter or  organizational
     document, if any, of the Holder; (ii) violates,  breaches or is in conflict
     with, or constitutes a default (or an event which,  with notice or lapse of
     time or both,  would  constitute  a default)  under any  agreement or other
     obligation  to which  the  Holder  is a party  or by which it is  otherwise
     bound; or (iii) violates any order, writ,  injunction,  decree or judgment,
     or any law,  statute,  rule or regulation of any Foreign  Governmental Body
     applicable to the Holder.

          3.4  Litigation.  There is no  litigation or  governmental  proceeding
     pending  against the Holder or, to the  knowledge  of the  Holder,  pending
     against any other person or entity or  threatened,  that seeks to restrain,
     invalidate,  prevent,  or otherwise impede, or to obtain damages in respect
     of, the carrying out by the Holder of the transactions contemplated hereby.

          3.5 Title.  The Holder owns the  Logitech  Note  and/or its  Preferred
     Shares free and clear of any and all Encumbrances;  the Holder has good and
     marketable  title to the Logitech Note and/or its Preferred  Shares and has
     the  absolute  and  unqualified  right to sell,  transfer  and  deliver the
     Logitech Note and/or its Preferred Shares to the Company;  and the delivery
     of the Logitech Note and/or its Preferred Shares to the Company pursuant to
     the provisions hereof will transfer valid title thereto,  free and clear of
     all Encumbrances.

          3.6 Receipt of SEC Reports.  The Holder  acknowledges  receipt of, and
     has reviewed,  the Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996 (including an  accompanying  letter to shareholders
     sent in connection with the Company's  Annual Meeting of Shareholders  held
     on May 14,  1997 (the  "Meeting")),  Quarterly  Report on Form 10-Q for the
     period ended March 31, 1997,  Current  Reports on Form 8-K for events dated
     June 28,

                                        5

<PAGE>



     1996, as amended,  May 3, 1997 and May 28, 1997 and Proxy  Statement  dated
     May 3, 1997 with regard to the Meeting (the "Proxy Statement") and has been
     afforded the opportunity to obtain such other  information  with respect to
     the Company as the Holder determined was necessary in order to evaluate the
     merits and risks of the sale of the  Logitech  Note  and/or  its  Preferred
     Shares to the Company on the terms and conditions  hereof.  The Holder also
     acknowledges  that,  concurrently  with its receipt of the initial draft of
     this  Agreement,  it  received a copy of the  Company's  preliminary  Proxy
     Statement  with  regard to the Meeting  (as filed with the  Securities  and
     Exchange Commission (the "SEC") on April 23, 1997).

          3.7 Negotiation of Terms; Powers of Representative. The purchase price
     for the  Logitech  Note  and/or  Preferred  Shares and the other  terms and
     conditions  set forth herein were  determined  by  negotiation  between the
     Company and Friedli Corporate Finance AG (the "Representative"),  which the
     Holder   represents,   warrants,   acknowledges   and   agrees   acted   as
     representative  on  behalf  of  the  Holder  in  such  regard.  The  Holder
     acknowledges  and  agrees  further  that,  pursuant  to the  terms  of this
     Agreement,  the  Representative  has the right and  power,  and the  Holder
     hereby confirms that the Representative shall have the right and power, to,
     among other things,  receive,  on behalf of the Holder,  the Purchase Price
     for the Logitech Note and/or its Preferred Shares,  the Underlying Series B
     Shares and the Series B Dividend (as hereinafter defined), and/or designate
     the  account(s) to which the Purchase  Price and/or Series B Dividend is to
     be sent (which  account may or may not be in the name of or for the benefit
     of the  Holder),  and/or  designate  the  name(s)  in  which  the  Series B
     Underlying  Shares are to be registered  (which may or may not be the names
     of the Series B Holders)  and/or the address to which the  Purchase  Price,
     Series B Dividend and/or Series B Underlying Shares are to be delivered.

          3.8  Opportunity  to  Evaluate  Terms.  The Holder was given ample and
     adequate opportunity to evaluate the terms and conditions of this Agreement
     and was not given any deadline or  subjected  to other  pressure to execute
     and deliver this Agreement.

          3.9 Status of Holders. The Holder is an "accredited investor" (as such
     term is defined in Rule 501  promulgated  under the Securities Act of 1933,
     as amended (the "Securities Act")), is not a "U.S. person" (as such term is
     defined in Rule 902 promulgated under the Securities Act) and, either alone
     or with the Representative,  has such knowledge and experience in financial
     and business  matters that it is capable of evaluating the merits and risks
     of the sale of the Logitech Note and/or its Preferred Shares to the Company
     on the terms and conditions hereof.

          3.10 Ownership of Securities.  Except for the Logitech Note and/or the
     Preferred  Shares and except as set forth on Schedule 3.10 attached hereto,
     the Holder does not own,  beneficially  or of record,  any Common Shares or
     Preferred  Shares,  any  rights,  options or warrants  for the  purchase of
     Common Shares or Preferred Shares or any securities or instruments that are
     convertible into or exchangeable for Common Shares or Preferred Shares.

4.   Representations  and Warranties of the Company. As a material inducement to
     the Holder's  entering into this Agreement,  the Company hereby  represents
     and warrants to the Holder as follows: 

                                       6

<PAGE>





          4.1 Valid Existence; Authority; Binding Nature. The Company is validly
     existing and in good standing  under the laws of the state of New York. The
     Company has the power and  authority  to enter into this  Agreement  and to
     perform its  obligations  hereunder.  The  execution  and  delivery of this
     Agreement  by  the  Company  and  the  performance  by the  Company  of its
     obligations  hereunder have been duly  authorized by the Board of Directors
     of the  Company in  conformity  with  applicable  law.  No other  corporate
     proceeding  on the  part of the  Company,  including,  without  limitation,
     shareholder  approval,  is necessary to authorize the execution or delivery
     of this  Agreement  or the  performance  by the Company of its  obligations
     hereunder.  This  Agreement  is the valid  and  binding  obligation  of the
     Company and is enforceable  against it in accordance with the terms hereof.
     The person  executing this Agreement on behalf of the Company has been duly
     authorized to execute and deliver this Agreement on its behalf.

          4.2 Consents.  Neither the execution and delivery of this Agreement by
     the  Company,  nor  the  performance  by the  Company  of  its  obligations
     hereunder,  requires  the  consent or  approval  of any third  party or any
     United  States  governmental  body or other  United  States  regulatory  or
     administrative   authority,   agency,   bureau  or  commission   ("Domestic
     Governmental Body"), except that the foregoing  representation and warranty
     with  regard to the  requirement  of any  consent or approval of the SEC is
     subject to the accuracy of the Holder's  representations  and warranties in
     Sections 3.6 through 3.9 hereof.

          4.3 No Breach. Neither the execution and delivery of this Agreement by
     the  Company,  nor  the  performance  by the  Company  of  its  obligations
     hereunder,  (i)  violates,  conflicts  with or  results  in a breach of any
     provision of the  Certificate of  Incorporation  or By-Laws of the Company;
     (ii)  violates,  breaches or is in conflict  with, or constitutes a default
     (or an event which,  with notice of lapse of time or both, would constitute
     a default) under any agreement or other  obligation to which the Company is
     a party or by which the Company is otherwise  bound;  or (iii) violates any
     order, writ,  injunction,  decree or judgment, or any law, statute, rule or
     regulation  of any Domestic  Governmental  Body  applicable to the Company,
     except that the  foregoing  representation  and warranty with regard to any
     law,  statute,  rule  or  regulation,  as it  applies  to  the  SEC  or any
     securities laws, statutes, rules or regulations, is subject to the accuracy
     of the Holder's representations in Sections 3.6 through 3.9 hereof.

          4.4  Litigation.  There is no  litigation or  governmental  proceeding
     pending  against the Company or, to the  knowledge of the Company,  pending
     against any other person or entity or  threatened,  that seeks to restrain,
     invalidate,  prevent,  or otherwise impede, or to obtain damages in respect
     of,  the  carrying  out by the  Company  of the  transactions  contemplated
     hereby.

5.   Covenants; Lock-Up.

          5.1 Holder  Covenants.  (a) The Holder hereby covenants that, from and
     after the date hereof and until the Closing or earlier  termination of this
     Agreement:

                                        7

<PAGE>




               (i) The  Holder  will  not  exercise  its  right to  convert  the
          Logitech  Note  and/or any of its  Preferred  Shares  (other  than the
          Series B Preferred Shares as set forth herein) into Common Shares.

               (ii) The Holder will not sell,  transfer or otherwise dispose of,
          or enter into or conduct negotiations,  or enter into any agreement or
          understanding,  for the sale, transfer or disposition of, the Logitech
          Note and/or any of its Preferred Shares.

               (iii) The Holder will use its best  efforts to ensure that all of
          its  representations  and warranties  contained herein are true in all
          material  respects  as of the Closing as if repeated at and as of such
          time.

          (b) In the event the  Holder is  Spring,  Cofinvest,  Logitech,  Eagle
     Growth  Ltd.  or  Joyce  Ltd.,  each a  Preferred  Holder,  or  Pine  Inc.,
     concurrently with the execution of this Agreement,  the Holder is executing
     and  delivering  to the  Company a letter  in the form of  Exhibit B hereto
     addressed to the  representative of the initial  purchasers in the Offering
     (as hereinafter defined).

          (c) In the event the  Holder  is  Spring  or is  otherwise  a Series B
     Holder,  concurrently  with the execution of this Agreement,  the Holder is
     executing  and  delivering to the Company a letter in the form of Exhibit C
     hereto  addressed to the representative  of the initial  purchasers  in the
     Offering.

          5.2 Company  Covenants.  The Company hereby  covenants  that, from and
     after the date hereof and until the Closing or earlier  termination of this
     Agreement,  it  will  use  its  best  efforts  to  ensure  that  all of its
     representations  and warranties  contained  herein are true in all material
     respects as of the Closing as if repeated at and as of such time.

6.   Conditions  Precedent  to the  Obligation  of the  Company  to  Close.  The
     obligation  of the  Company to  consummate  the  transactions  contemplated
     hereby is subject to the  fulfillment  prior to or on the Closing  Date (as
     hereinafter defined) of each of the following  conditions,  any one or more
     of which may be waived by the Company:

          6.1 Representations and Warranties. All representations and warranties
     of the Holder  contained  in this  Agreement  shall be true in all material
     respects  as of the Closing  Date,  as if made at the Closing and as of the
     Closing Date.

          6.2  Covenants.  The Holder shall have  performed  and complied in all
     material  respects  with all  covenants  required by this  Agreement  to be
     performed or complied with by it prior to or at the Closing.

          6.3 Certificates. The Company shall have received a certificate, dated
     the Closing Date, signed by or on behalf of the Holder by a duly authorized
     officer  or  other  duly  authorized  representative  thereof,  as  to  the
     satisfaction of the conditions set forth in Sections 6.1 and 6.2.

                                        8

<PAGE>





          6.4 No Actions.  No action,  suit,  proceeding or investigation  shall
     have been instituted,  and be continuing,  before a court or before or by a
     governmental  body  or  agency,  or  shall  have  been  threatened  and  be
     unresolved,  to restrain,  invalidate,  prevent, or otherwise impede, or to
     obtain  damages  in  respect  of, the  carrying  out by the  Company of its
     obligations hereunder.

          6.5  Consummation of Offering.  The Company shall have consummated the
     convertible debt offering described in the Proxy Statement or other similar
     equity or convertible  debt offering (in either case, the "Offering")  and,
     in either  case,  shall have  received  gross  proceeds  of at least  fifty
     million dollars ($50,000,000) therefrom.

          6.6  Delivery of Logitech  Note and/or  Preferred  Shares.  The Escrow
     Agent shall have  delivered  to the Company  the  Logitech  Note and/or the
     Holder  shall  have  delivered  to the  Company  its  Preferred  Shares  in
     conformity with the provisions of Section 8.2 hereof.

          6.7 Agreements with Logitech and Other Preferred Holders.  The Company
     shall have entered into agreements, in or substantially in the form of this
     Agreement,  with  Logitech and all of the other  Preferred  Holders and the
     Company's  obligations  to repurchase  the Logitech  Note and/or  Preferred
     Shares  pursuant  to such other  agreements  shall have been  fulfilled  or
     waived by the Company.

          6.8 Note Purchase Agreement; Conversion Agreement. Simultaneously with
     the Closing, the Note Purchase Agreement and the Conversion Agreement shall
     have been consummated in accordance with the provisions thereof.

7.   Conditions  Precedent  to  the  Obligation  of the  Holder  to  Close.  The
     obligation of the Holder to consummate the transactions contemplated hereby
     is subject to the  fulfillment  prior to or on the Closing  Date of each of
     the  following  conditions,  any one or more of which  may be waived by the
     Holder:

          7.1 Representations and Warranties. All representations and warranties
     of the Company  contained in this  Agreement  shall be true in all material
     respects  as of the Closing  Date,  as if made at the Closing and as of the
     Closing Date.

          7.2  Covenants.  The Company shall have  performed and complied in all
     material  respects  with all  covenants  required by this  Agreement  to be
     performed or complied with by it prior to or at the Closing.

          7.3 Certificate.  The Representative,  on behalf of the Holder,  shall
     have received a  certificate,  dated the Closing Date,  signed on behalf of
     the Company by a duly authorized officer thereof, as to the satisfaction of
     the conditions set forth in Sections 7.1 and 7.2.

                                        9

<PAGE>





          7.4 No Action. No action, suit, proceeding or investigation shall have
     been  instituted,  and be  continuing,  before  a court or  before  or by a
     governmental  body  or  agency,  or  shall  have  been  threatened  and  be
     unresolved,  to restrain,  invalidate,  prevent or otherwise  impede, or to
     obtain  damages  in  respect  of,  the  carrying  out by the  Holder of its
     obligations hereunder.

          7.5 Tender of Purchase  Price.  The Company shall have tendered to the
     Representative, on behalf of the Holder (other than a Series B Holder), the
     Purchase Price for the Logitech Note and/or the Holder's  Preferred Shares,
     as the case may be, in accordance  with the  provisions of Sections 3.7 and
     8.3 hereof.

          7.6 Series B Dividends; Stock Certificate. If the Holder is a Series B
     Holder, the Company shall have declared and tendered to the Representative,
     on behalf of the Holder,  in accordance with the provisions of Sections 3.7
     and 8.3 hereof,  a dividend on the Series B Preferred  Shares  covering the
     period  ending  immediately  preceding  the  Closing  Date  (the  "Series B
     Dividend") and shall have tendered to the Representative,  on behalf of the
     Holder, in accordance with the provisions of Sections 3.7 and 8.3 hereof, a
     certificate  representing the Series B Underlying Shares (which certificate
     shall  contain a legend to  reflect  the  lock-up  provided  for in Section
     5.1(c) hereof).

8.   Closing.

          8.1 Location Time and Date.  Subject to the  satisfaction or waiver of
     the  conditions  to Closing set forth in Sections 6 and 7 hereof,  the sale
     and repurchase of the Logitech Note and/or Preferred Shares contemplated by
     this Agreement shall be consummated at a closing (the "Closing") to be held
     at the offices of Certilman  Balin Adler & Hyman,  LLP, 90 Merrick  Avenue,
     East  Meadow,  New York at  10:00  a.m.  on the  business  day  immediately
     following  the  closing of the  Offering or at such other time and place as
     may be  mutually  agreed  to by the  Company  and the  Representative  (the
     "Closing Date").

          8.2 Items to be  Delivered by the Holder.  At the Closing,  the Holder
     will  deliver  or  cause  to be  delivered  to the  Company  the  following
     documents, or, pursuant to the terms of the Escrow Agreement, the following
     documents will be delivered to the Company:

               (a) the original Logitech Note and the Assignment of Note; and/or

               (b) for  Holders  other  than  Series  B  Holders,  the  Holder's
          certificate(s)  representing  its Preferred  Shares,  duly endorsed in
          blank,  or  accompanied  by a stock power duly  executed in blank,  in
          either  case  with  (i)  signature(s)  guaranteed  and  notarized  and
          accompanied  by such other evidence as is acceptable to the Company as
          to the  identity  of the  Holder  or the  authority  of the  person(s)
          signing on behalf of the Holder and (ii) all  necessary  transfer  tax
          stamps affixed and cancelled; and/or


                                       10

<PAGE>

               (c)  for   Series  B   Holders,   the   Holder's   certificate(s)
          representing  its Preferred  Shares.

          8.3 Items to be Delivered by the Company. At the Closing,  the Company
     will deliver or cause to be delivered to the  Representative,  on behalf of
     the Holder,  in accordance  with the provisions of Section 3.7 hereof,  the
     following:

               (a) the  Purchase  Price  and/or  Series  B  Dividend  by bank or
          certified  check  payable  to the  order  of the  Holder,  or by  wire
          transfer to an account or accounts  designated by the  Representative,
          in either case in immediately available funds; and/or

               (b) a certificate representing the Series B Underlying Shares.

9.   Survival of Representations. The parties hereby agree that their respective
     representations and warranties shall survive the Closing.

10.  Termination. This Agreement may be terminated and the transactions provided
     for herein abandoned at any time prior to the Closing Date:

          (a) by mutual consent of the Company and the Holder;

          (b) by the  Company  if any of the  conditions  set forth in Section 6
     hereof  shall not have  been  fulfilled  on or prior to July 31,  1997 (the
     "Outside Date"),  or shall become  incapable of fulfillment,  and shall not
     have been waived by the Company; or

          (c) by the  Holder if any of the  conditions  set  forth in  Section 7
     hereof  shall  not have  been  fulfilled  on or prior to the  Outside  Date
     (except that the Company shall have the right to extend the Outside Date to
     a date no later than  September 30, 1997 upon written notice to the Holder)
     or shall have  become  incapable  of  fulfillment,  and shall not have been
     waived by the Holder.

          In the event that this  Agreement is terminated as provided for above,
     this  Agreement  shall be of no further force and effect and no party shall
     have any liability or obligation  hereunder,  except for any breach of this
     Agreement that has occurred prior to the termination thereof.

11.  Notices.  Except  as  otherwise  expressly  provided  for  hereunder,   any
     communication or notice given hereunder shall be, and shall be deemed to be
     given when,  delivered by hand,  or sent by certified or  registered  mail,
     return  receipt  requested and postage  being  prepaid,  overnight  mail or
     courier, or telecopier as follows:

                           If to the Company:

                           101 Park Avenue
                           Suite 2507
                           New York, New York 10178
                           Attn:  Chief Executive Officer
                           Telecopier Number:  (212) 867-0166

                                       11

<PAGE>


                           With copies to:

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

                           and

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

                           If to the Holder:

                           c/o Friedli Corporate Finance AG
                           Freigutstrasse 5, 8002
                           Zurich, Switzerland
                           Attn: Christa Wagner
                           Telecopier Number:  011 411 283 2901

     or at such other  address as any party may  specify by notice  given to the
     other parties hereto in accordance with the provisions hereof.

12.  Further Assurances. Each of the parties hereto will execute and deliver any
     and all further  documents  as are  reasonably  necessary  to carry out the
     provisions hereof.

13.  Applicable  Law.  This  Agreement  shall be governed  by, and  construed in
     accordance  with,  the  laws  of the  State  of  New  York,  applicable  to
     agreements performed wholly within such state.

14.  Entire Agreement. This Agreement sets forth the entire understanding of the
     parties  hereto with regard to the subject  matter  hereof and there are no
     representations, warranties or commitments except as set forth herein. This
     Agreement supersedes all prior agreements, understandings, negotiations and
     discussions,  whether  written  or oral,  relating  to the  subject  matter
     hereof.  This Agreement may be modified only by a written agreement between
     the Company and the Holder.

                                       12

<PAGE>





15.  Waiver of  Breach;  Partial  Invalidity.  The  waiver by either  party of a
     breach of any provision of this Agreement shall not operate or be construed
     as a waiver of any subsequent breach. If any provision, or part thereof, of
     this  Agreement  shall  be  held  to  be  invalid  or  unenforceable,  such
     invalidity or unenforceability  shall attach only to such provision and not
     in any way affect or render invalid or  unenforceable  any other provisions
     of this  Agreement,  and this  Agreement  shall be  carried  out as if such
     invalid or unenforceable provision, or part thereof, had been reformed, and
     any court of competent jurisdiction is authorized to so reform such invalid
     or  unenforceable  provision,  or part thereof,  so that it would be valid,
     legal and enforceable to the fullest extent permitted by applicable law.

16.  Binding  Nature.  This  Agreement  shall be  binding  upon the  successors,
     assigns and legal representatives of the parties hereto.

17.  Headings.  The paragraph headings of this Agreement are for convenience and
     reference  only and do not in any way modify,  interpret  or  construe  the
     intent of the parties or affect any of the provisions of this Agreement.

18.  Counterparts;   Effectiveness.   This   Agreement   may  be   executed   in
     counterparts,  each of which shall be an  original,  but all of which taken
     together shall constitute one agreement.  This Agreement shall be effective
     against the Holder in accordance with the terms and conditions  hereof upon
     its execution and delivery  hereof  (regardless of whether  Logitech and/or
     any other  Preferred  Holder shall  execute and deliver an agreement in the
     form executed by the Holder or otherwise).

19.  Facsimile  Signatures.  Signatures  transmitted  by facsimile  transmission
     shall be deemed original signatures.

20.  Third Party  Beneficiary.  This  Agreement  is for the sole  benefit of the
     parties hereto.  No third party shall have any beneficial  interest herein,
     directly  or  indirectly,  nor  may any  third  party  rely  on the  terms,
     provisions, or conditions of this Agreement.

21.  Materiality.   All   promises,   covenants,   agreements,   understandings,
     acknowledgments,  representations,  and  warranties  made in this Agreement
     shall be deemed material and relied on by each party to this Agreement.

22.  Remedies  Cumulative.  Each right, power, and remedy provided for herein or
     now or  hereafter  existing at law or in equity,  by statute or  otherwise,
     shall be cumulative  and concurrent and shall be in addition to every other
     right,  power, and remedy provided for herein or now or hereafter  existing
     at law or in equity,  by  statute or  otherwise,  and the  exercise  or the
     beginning  of the  exercise by any party of any one or more of such rights,
     powers,  or remedies shall not preclude the  simultaneous or later exercise
     by such party of any or all of such other rights, powers and remedies.

                                       13

<PAGE>





23.  Specific Performance; Jurisdiction.

          23.1 Specific  Performance.  The parties hereby  acknowledge and agree
     that  the  failure  of  either  party  to this  Agreement  to  perform  the
     provisions  hereof in accordance  with their specific terms or other breach
     of such provisions will cause irreparable injury to the other party to this
     Agreement for which  damages,  even if  available,  will not be an adequate
     remedy.  Accordingly,  the  parties  hereby  consent  to  the  issuance  of
     injunctive  relief  by  any  court  of  competent  jurisdiction  to  compel
     performance of any party's obligations,  including an injunction to prevent
     breaches,  and to the  granting by any such court of the remedy of specific
     performance of the terms and conditions hereof.

          23.2 Jurisdiction.  Each party hereby irrevocably and  unconditionally
     consents to submit to the exclusive jurisdiction of the courts of the State
     of New York and of the United States of America located in the State of New
     York for any actions,  suits or  proceedings  arising out of or relating to
     this  Agreement,  the  matters  referred  to  herein  or  the  transactions
     contemplated hereby. Each party also hereby irrevocably and unconditionally
     waives  any  objection  to the  laying  of  venue  of any  action,  suit or
     proceeding arising out of this Agreement, the matters referred to herein or
     the transactions contemplated hereby in the courts of the State of New York
     or of the United  States of America  located in the State of New York,  and
     hereby further  irrevocably  and  unconditionally  waives and agrees not to
     plead or claim in any such court that any such action,  suit or  proceeding
     brought in any such court has been brought in an inconvenient forum.

24.  Confidentiality.

          (a)  Except as  otherwise  required  by  applicable  law based  upon a
     written opinion of counsel to the disclosing party reasonably  satisfactory
     to the  party  affected  by the  disclosure  and as  otherwise  hereinafter
     provided,  each party shall use  Confidential  Information  (as hereinafter
     defined) only in connection with the  performance of its obligations  under
     this Agreement, shall not otherwise use Confidential Information to its own
     advantage, shall not use Confidential Information in competition with or to
     the  detriment  of the other party,  shall hold and treat all  Confidential
     Information  in confidence  and shall not disclose or offer to disclose any
     Confidential  Information  to any  person  or  entity  not a party  to this
     Agreement,  except that the Holder may disclose Confidential Information to
     a particular  banking  institution  for whose benefit the Holder is holding
     the Notes and/or Preferred Shares (an  "Institution") or to others for whom
     the  Institutions  hold the Notes  and/or  Preferred  Shares (an  "Ultimate
     Beneficial  Owner"),   provided  that,  prior  to  such  disclosure,   such
     Institution  and/or  Ultimate  Beneficial  Owner  shall have  executed  and
     delivered  to the  Company  a  writing,  in form and  substance  reasonably
     acceptable to the Company, in which it agrees to be bound by the provisions
     hereof. The term "Confidential Information", as used in this section, means
     all  confidential  or  proprietary  information  and  trade  secrets  of or
     relating to any other  party,  an  Institution  or an  Ultimate  Beneficial
     Owner.  Confidential  Information shall not include  information  generally
     known or readily ascertainable by proper means. To the extent that


                                       14

<PAGE>



     Confidential  Information,  through  no  act or  omission  of a  party,  an
     Institution  or an Ultimate  Beneficial  Owner,  or any of its  affiliates,
     employees or agents,  becomes  generally known or readily  ascertainable by
     proper means, such information  shall no longer be considered  Confidential
     Information for purposes of this Agreement.  If any party or its affiliates
     or agents are  requested or required (by oral  questions,  interrogatories,
     requests for  information  or  documents,  subpoena or similar  process) to
     disclose any  Confidential  Information,  it is agreed that such party (the
     "disclosing  party") will  cooperate  with the other party (the  "protected
     party") and provide it with prompt  notice of such  request(s)  so that the
     protected  party may seek an  appropriate  protective  order  and/or  waive
     compliance  by the  disclosing  party with the  provisions  of this Section
     24(a).  If, in the absence of a protective order or the receipt of a waiver
     hereunder,   the   disclosing   party  or  its  affiliates  or  agents  are
     nonetheless,  in the opinion of the  disclosing  party's  counsel,  legally
     required to disclose Confidential Information to any tribunal or else stand
     liable for  contempt or suffer  other  censure or penalty,  it may disclose
     such information to such tribunal without liability hereunder.

          (b) Nothing herein shall restrict the Company from disclosing publicly
     this Agreement and/or the terms and conditions hereof.

25.  Pronouns. Whenever the context requires, any pronoun used in this Agreement
     shall be deemed to cover both gender forms as well as the neuter form.

26.  Counsel.  The Holder  acknowledges  that it has been given the opportunity,
     and has been  encouraged,  to consult with counsel in  connection  with the
     negotiation,  execution and delivery of this  Agreement and has  determined
     not to consult with counsel in connection therewith.





                                       15

<PAGE>



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:
                                          Signature of Authorized Officer


                                          Name of Authorized Officer


                                          Title of Authorized Officer


(Corporate Seal)


                                       LOGITECH CORP.

                                       By:/s/ Peter Friedli
                                          Signature of Authorized Officer


                                          Name of Authorized Officer


                                          Title of Authorized Officer


(Corporate Seal)







<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:
                                           Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)


                                       SPRING TECHNOLOGY CORP.

                                       By:/s/ Peter Friedli 
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)




K:\WPDOC\CORP\AMNEX\FRIEDLI.2\AGREEMEN\AMDMAIN.8


<PAGE>




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)


                                       COFINVEST 97 LTD.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)




K:\WPDOC\CORP\AMNEX\FRIEDLI.2\AGREEMEN\AMDMAIN.8


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)


                                       EAGLE GROWTH LTD.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)




K:\WPDOC\CORP\AMNEX\FRIEDLI.2\AGREEMEN\AMDMAIN.8


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                       AMNEX, INC.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)


                                       JOYCE LTD.

                                       By:
                                          Signature of Authorized Officer


                                       Name of Authorized Officer


                                       Title of Authorized Officer


(Corporate Seal)




K:\WPDOC\CORP\AMNEX\FRIEDLI.2\AGREEMEN\AMDMAIN.8


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.

                                  AMNEX, INC.

                                  By:
                                  Signature of Authorized Officer


                                  Name of Authorized Officer


                                  Title of Authorized Officer


(Corporate Seal)

                                  PETER FRIEDLI as representative of each of
                                  BANCA NOVARA
                                  BORDIER & CIE
                                  EXPERTA TREUHAND AG
                                  BARCLAYS BANK (SCHWEIZ) AG
                                  HANS-JUERGEN BENZE
                                  MR. BERNHEIM
                                  EXPERTA TRUSTEE CO., LTD.
                                  FINANZVERWALTUNG DES KANTONS
                                      ZURICH
                                  PETER HOERZ
                                  I.A.A.C. INTERNATIONAL AUTOMOTIVE
                                     ADVISORS CORP., PANAMA
                                  INFIDAR AG
                                  STEPHAN WULLINGER
                                  HANS TANNER
                                  GUISEPPE CASUTT

                                  /s/Peter Friedli
                                  Peter Friedli

K:\WPDOC\CORP\AMNEX\FRIEDLI.2\AGREEMEN\AMDMAIN.8


<PAGE>