CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   AMNEX, INC.

                Under Section 805 of the Business Corporation Law


         Pursuant to the  provisions of Section 805 of the Business  Corporation
Law,  the   undersigned,   being  the  Chairman  of  the  Board  and  Secretary,
respectively, of AMNEX, INC. (the "Company"), DO HEREBY CERTIFY AND SET FORTH:

         1.  The name of the Company is AMNEX, Inc. The Company was formed under
the name NY-Tel Communications, Inc.

         2.  The Certificate of Incorporation of the Company was filed by the
Department of State on March 15, 1985.

         3. The Certificate of Incorporation of the Company is hereby amended by
the addition of a provision  stating the number,  designation,  relative rights,
preferences and limitations of a series of shares of Preferred Stock,  $.001 par
value, as fixed by the Board of Directors.

         4.  The foregoing amendment to the Certificate of Incorporation is
effected by adding the following Section (i) to Article (4) thereof:

         "(i) Series G Preferred  Shares.  A series of Preferred Stock is hereby
created,  to be limited in amount to 145,000 of the 5,000,000  authorized shares
of Preferred  Stock.  The designation,  relative  rights,  powers,  preferences,
qualifications and limitations are as follows:


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                  Section 1.  Designation,  Amount and Par Value.  The series of
Preferred Stock shall be designated as the Series G Convertible  Preferred Stock
(the "Series G Preferred  Stock"),  and the number of shares so designated shall
be 145,000, of which 20,000 is reserved for issuance solely for payment of stock
dividends,  if any,  hereunder.  The par value of each share of Preferred  Stock
shall be $.001.  Each share of Preferred  Stock shall have a stated value of $20
per share (the "Stated  Value").  The Series G Preferred  Stock shall rank, with
respect to  dividends  and  distributions  upon a  Liquidation  (as  hereinafter
defined) or otherwise,  pari passu with each other series of preferred  stock of
the  Company  outstanding  as of the  Original  Issue  Date,  including  without
limitation the Company's  Series B Preferred  Stock,  Series D Preferred  Stock,
Series E Preferred Stock and Series F Preferred Stock, and shall rank pari passu
with respect to dividends and distributions upon a Liquidation or otherwise with
each other series of preferred stock of the Company hereafter created unless the
terms of such other series of preferred stock expressly  states that such series
ranks junior to the Series G Preferred Stock. All such other series of preferred
stock ranking pari passu with the Series G Preferred Stock is referred to as the
"Other Preferred Stock."

                  Section 2.  Dividends.

                  (a) Holders of Series G  Preferred  Stock shall be entitled to
receive,  when and as declared by the Board of  Directors  out of funds  legally
available therefor,  and the Company shall pay, cumulative dividends at the rate
per share (as a percentage of the Stated Value per share) equal to 5% per annum,
payable,  in cash  or (at the  Company's  option)  shares  of  Common  Stock  or
additional Series G Preferred Stock, which the Company shall immediately convert
into shares of Common Stock at the Conversion Ratio (as hereinafter defined), in
arrears  on the  Conversion  Date (as  hereinafter  defined)  without  interest.
Dividends on the Series G Preferred Stock shall accrue daily

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commencing the Original Issue Date (as defined in Section 7) and shall be deemed
to accrue on such date  whether or not  earned or  declared  and  whether or not
there are profits,  surplus or other funds of the Company legally  available for
the payment of dividends.  The party that holds the Series G Preferred  Stock on
an applicable  record date for any dividend  payment will be entitled to receive
such dividend  payment and any other accrued and unpaid  dividends which accrued
prior to such dividend  payment date,  without regard to any sale or disposition
of such Series G Preferred  Stock  subsequent to the applicable  record date but
prior to the  applicable  dividend  payment date.  Except as otherwise  provided
herein,  if at any time the Company pays less than the total amount of dividends
then accrued to the Series G Preferred Stock,  such payment shall be distributed
ratably among the holders of such series based upon the number of shares held by
each holder.
                  (b) So long as any  Series  G  Preferred  Stock  shall  remain
outstanding,  neither the  Company  nor any  subsidiary  thereof  shall  redeem,
purchase or otherwise  acquire directly or indirectly any Junior  Securities (as
defined in Section  7), nor shall the  Company  directly  or  indirectly  pay or
declare  any  dividend  or make  any  distribution  (other  than a  dividend  or
distribution described in Section 5) upon, nor shall any distribution be made in
respect  of,  any  Junior  Securities,  nor shall any monies be set aside for or
applied to the purchase or  redemption  (through a sinking fund or otherwise) of
any Junior  Securities  unless all dividends on the Series G Preferred Stock for
all past dividend periods shall have been paid.

                  Section 3.  Voting  Rights.  The holders of Series G Preferred
Stock shall be entitled  vote on all matters for which  holders of the Company's
Common  Stock are  entitled to vote,  and shall vote  together  with such Common
Stock as a single  class.  Each  share of  Series  G  Preferred  Stock  shall be
entitled  to the number of votes on such  matters as equals the number of shares
of

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Common Stock issuable upon  conversion of such share of Series G Preferred Stock
had such share been converted on the Original Issue Date in accordance  with the
terms hereof. So long as any shares of Series G Preferred Stock are outstanding,
the Company shall not, without the affirmative vote of the holders of a majority
of the shares of the Series G  Preferred  Stock then  outstanding,  (i) alter or
change  adversely  the  powers,  preferences  or  rights  given to the  Series G
Preferred  Stock (except that the foregoing  shall not be construed to limit the
ability of the Company,  without the vote of such holders,  to grant such voting
rights or, subject to the other provisions set forth herein,  conversion rights,
as it may determine  with regard to shares of its capital stock now or hereafter
authorized)  or (ii)  authorize  or  create  any  class of stock  ranking  as to
dividends or distribution of assets upon a Liquidation (as defined below) senior
to, or prior to the Series G Preferred Stock.

                  Section 4. Liquidation.  Upon any liquidation,  dissolution or
winding-up of the Company,  whether voluntary or involuntary (a  "Liquidation"),
the holders of shares of Series G  Preferred  Stock shall be entitled to receive
out of the assets of the  Company,  whether  such assets are capital or surplus,
for each share of Series G Preferred  Stock an amount equal to the Stated Value,
plus an amount equal to accrued but unpaid dividends per share, whether declared
or not, but without  interest,  before any distribution or payment shall be made
to the holders of any Junior Securities,  and if the assets of the Company shall
be  insufficient  to pay in full  such  amounts,  then the  entire  assets to be
distributed  shall be distributed  among the holders of Series G Preferred Stock
ratably in accordance with the respective  amounts that would be payable on such
shares if all amounts payable  thereon were paid in full. A sale,  conveyance or
disposition  of all or  substantially  all of the  assets of the  Company or the
effectuation  by the Company of a transaction or series of related  transactions
in which more than 50% of the voting  power of the  Company is disposed of shall
be deemed a

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Liquidation;  provided  that, a  consolidation  or merger of the Company with or
into any other company or companies  shall not be treated as a Liquidation,  but
instead shall be subject to the  provisions of Section 5. The Company shall mail
written  notice  of any such  liquidation,  not less  than 45 days  prior to the
payment date stated therein, to each record holder of Series G Preferred Stock.

                  Section 5.  Conversion.

                  (a) Each share of Preferred  Stock shall be  convertible  into
shares of Common  Stock at the  Conversion  Ratio at the option of the holder in
whole or in part at any time after the expiration of the earlier to occur of (i)
90 days after the Original  Issue Date and (ii) the date that the Securities and
Exchange  Commission (the "Commission")  declares effective under the Securities
Act of 1933, as amended (the "Securities Act"), the registration  statement (the
"Registration Statement") contemplated by the Registration Rights Agreement (the
"Registration  Rights  Agreement"),  by and between the Company and the original
holder of Series G Preferred  Stock relating to the Series G Preferred Stock and
the  shares  of  Common  Stock  into  which  the  Series  G  Preferred  Stock is
convertible  in accordance  with the terms  hereof.  Any  conversion  under this
Section  5(a) shall be of a minimum  amount of at least 1,000 shares of Series G
Preferred  Stock.  The holder  shall  effect  conversions  by  surrendering  the
certificate or certificates  representing the shares of Series G Preferred Stock
to be converted  to the Company,  together  with the form of  conversion  notice
attached hereto as Exhibit A (the "Holder Conversion  Notice") in the manner set
forth in Section 5(j). Each Holder Conversion Notice shall specify the number of
shares of Series G Preferred  Stock to be  converted  and the date on which such
conversion is to be effected, which date may not be prior to the date the holder
delivers such Notice by facsimile  (the "Holder  Conversion  Date").  Subject to
Section 5(c) and, as to the original holder (or its sole  designee),  subject to
Section 3.11 of the Purchase

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Agreement (as defined in Section 7), each Holder Conversion Notice,  once given,
shall be irrevocable. If the holder is converting less than all shares of Series
G Preferred Stock represented by the certificate or certificates tendered by the
holder with the Holder Conversion  Notice, the Company shall promptly deliver to
the holder a certificate for such number of shares as have not been converted.

                  (b) Provided  that 10 Trading Days shall have elapsed from the
date the Commission  declared the  Registration  Statement  effective  under the
Securities  Act, each share of the Series G Preferred Stock shall be convertible
into shares of Common Stock at the Conversion Ratio at the option of the Company
in whole or in part at any time on or after the expiration of one year after the
Original  Issue Date;  provided,  however,  that the Company is not permitted to
deliver a Company Conversion Notice (as defined below) within 10 days of issuing
any press release or other public  statement  relating to such  conversion.  The
Company shall effect such conversion by delivering to the holders of such shares
of  Series G  Preferred  Stock to be  converted  a  written  notice  in the form
attached hereto as Exhibit B (the "Company  Conversion  Notice"),  which Company
Conversion  Notice,  once given,  shall be irrevocable.  Each Company Conversion
Notice shall specify the number of shares of Preferred Stock to be converted and
the date on which such conversion is to be effected, which date will be at least
one Trading Day after the date the Company  delivers such Notice by facsimile to
the holder (the "Company  Conversion Date"). The Company shall give such Company
Conversion Notice in accordance with Section 5(j) below at least one Trading Day
before the Company  Conversion  Date. Any such conversion shall be effected on a
pro rata  basis  among  the  holders  of  Series  G  Preferred  Stock.  Upon the
conversion  of  shares  of  Series  G  Preferred  Stock  pursuant  to a  Company
Conversion Notice, the holders of the Series G Preferred Stock shall

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surrender the certificates representing such shares at the office of the Company
or of any transfer  agent for the Series G Preferred  Stock or Common Stock.  If
the Company is converting less than all shares of the Series G Preferred  Stock,
the  Company  shall,  upon  conversion  of such shares  subject to such  Company
Conversion  Notice and receipt of the certificate or  certificates  representing
such  shares of Series G  Preferred  Stock  deliver  to the  holder or holders a
certificate  for such number of shares of Series G  Preferred  Stock as have not
been  converted.  Each of a Holder  Conversion  Notice and a Company  Conversion
Notice is sometimes  referred to herein as a "Conversion  Notice," and each of a
"Holder  Conversion Date" and a "Company  Conversion Date" is sometimes referred
to herein as a "Conversion Date."

                  (c) (i) If on any  Conversion  Date for any shares of Series G
Preferred  Stock  applicable to any  conversion  under Section 5(a) or 5(b), the
average Per Share Market Value of the Common Stock for the five (5) Trading Days
immediately preceding the Conversion Date exceeds 150% of the Initial Conversion
Price (as hereinafter defined), the number of shares issuable upon conversion of
such shares of Series G  Preferred  Stock shall be reduced by a number of shares
equal to 50% of (A) the amount by which such Per Share Market Value exceeds 150%
of the Initial  Conversion  Price,  divided by (B) such average Per Share Market
Value,  times (C) the number of shares which would  otherwise  be issuable  upon
such conversion, but for the reduction provided for in this Section 5(c)(i).

                      (ii)  Not later than three Trading Days after the
Conversion  Date,  the Company will deliver to the holder (i) a  certificate  or
certificates which shall be free of restrictive legends and trading restrictions
(other  than  those  then  required  by law  and as set  forth  in the  Purchase
Agreement),  representing  the number of shares of Common  Stock being  acquired
upon the

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conversion  of  shares  of  Series  G  Preferred  Stock  and  (ii)  one or  more
certificates  representing  the number of shares of Series G Preferred Stock not
converted;  provided,  however that the Company  shall not be obligated to issue
certificates  evidencing the shares of Common Stock issuable upon  conversion of
any shares of Series G Preferred Stock until certificates evidencing such shares
of Series G Preferred  Stock are either  delivered for conversion to the Company
or any transfer agent for the Series G Preferred  Stock or Common Stock,  or the
holder  notifies the Company that such  certificates  have been lost,  stolen or
destroyed and provides a bond (or other adequate security reasonably  acceptable
to the Company)  satisfactory  to the Company to indemnify  the Company from any
loss incurred by it in connection therewith.  The Company shall, upon request of
the holder,  use its best  efforts to deliver any  certificate  or  certificates
required to be delivered by the Company  under this Section 5(c)  electronically
through  the  Depository  Trust  Corporation  or  another  established  clearing
corporation  performing similar functions.  In the case of a conversion pursuant
to a Holder  Conversion  Notice,  if such  certificate or  certificates  are not
delivered  by the date  required  under this Section  5(c),  the holder shall be
entitled by written notice to the Company at any time on or before such holder's
receipt  of  such  certificate  or  certificates  thereafter,  to  rescind  such
conversion, in which event the Company shall immediately return the certificates
representing the shares of Preferred Stock tendered for conversion.

                  (d) (i) The  conversion  price  for  each  share  of  Series G
Preferred Stock (the "Conversion  Price") in effect on any Conversion Date shall
be the lesser of (a) the average Per Share Market Value for the five (5) Trading
Days immediately  preceding the Original Issuance Date (the "Initial  Conversion
Price")  and (b) 80% of the  average  Per  Share  Market  Value for the five (5)
Trading Days immediately preceding the Conversion Date; provided,  however, that
the percentage

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set forth in clause (b) above is subject to  reduction  in  accordance  with the
Registration Rights Agreement.

                      (ii)  If the Company, at any time while any shares of
Series G  Preferred  Stock are  outstanding,  (a) shall pay a stock  dividend or
otherwise  make  a  distribution  or  distributions  on  shares  of  its  Junior
Securities  payable in shares of its capital stock (whether payable in shares of
its Common Stock or of capital stock of any class),  (b)  subdivide  outstanding
shares of Common Stock into a larger number of shares,  (c) combine  outstanding
shares  of  Common  Stock  into a  smaller  number  of  shares,  or (d) issue by
reclassification  of shares of Common  Stock any shares of capital  stock of the
Company,  the Initial Conversion Price designated in Section 5(d)(i)(a) shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding before such event and of which the denominator shall be
the  number  of shares  of  Common  Stock  outstanding  after  such  event.  Any
adjustment  made  pursuant  to this  Section  5(d)(ii)  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.

                      (iii)  If the Company, at any time while any shares of
Series G Preferred Stock are outstanding,  shall issue rights or warrants to all
holders of Common Stock (and not to the holders of the Series G Preferred Stock)
entitling  them to subscribe  for or purchase  shares of Common Stock at a price
per share  less than the Per Share  Market  Value of Common  Stock at the record
date mentioned below, the Initial Conversion Price designated in Section 5(d)(i)
(a) shall be multiplied  by a fraction,  of which the  denominator  shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
on the date of issuance of such rights or warrants plus the number

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of additional  shares of Common Stock offered for subscription or purchase,  and
of which the numerator shall be the number of shares of Common Stock  (excluding
treasury  shares,  if any) outstanding on the date of issuance of such rights or
warrants  plus the number of shares which the  aggregate  offering  price of the
total number of shares so offered would purchase at such Per Share Market Value.
Such adjustment  shall be made whenever such rights or warrants are issued,  and
shall become effective  immediately  after the record date for the determination
of stockholders  entitled to receive such rights or warrants.  However, upon the
expiration  of any right or warrant to  purchase  Common  Stock the  issuance of
which resulted in an adjustment in the Initial  Conversion  Price  designated in
Section  5(d)(i)(a)  pursuant to this  Section  5(d)(iii),  if any such right or
warrant shall expire and shall not have been exercised,  the Initial  Conversion
Price designated in Section 5(d)(i)(a) shall immediately upon such expiration be
recomputed and effective  immediately  upon such  expiration be increased to the
price  which it would have been (but  reflecting  any other  adjustments  in the
Conversion  Price made  pursuant to the  provisions  of this Section 5 after the
issuance of such rights or warrants) had the adjustment of the Conversion  Price
made upon the  issuance  of such  rights or  warrants  been made on the basis of
offering for subscription or purchase only that number of shares of Common Stock
actually  purchased  upon the  exercise  of such  rights  or  warrants  actually
exercised.

                      (iv)  If the Company, at any time while shares of Series G
Preferred Stock are outstanding, shall distribute to all holders of Common Stock
(and not to holders of Series G Preferred  Stock)  evidences of its indebtedness
or assets or rights or  warrants  to  subscribe  for or  purchase  any  security
(excluding those referred to in Section  5(d)(iii) above) then in each such case
the Initial  Conversion  Price at which each share of Series G  Preferred  Stock
shall  thereafter be convertible  shall be determined by multiplying the Initial
Conversion Price in effect immediately prior

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to the record date fixed for  determination of stockholders  entitled to receive
such  distribution by a fraction of which the denominator shall be the Per Share
Market Value of Common Stock  determined as of the record date mentioned  above,
and of which the  numerator  shall be such Per Share  Market Value of the Common
Stock on such record date less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of Common Stock as determined by the Board of Directors
in good faith;  provided,  however that in the event of a distribution exceeding
ten percent (10%) of the net assets of the Company, such fair market value shall
be determined by a nationally  recognized or major regional  investment  banking
firm or firm of independent  certified public accountants of recognized standing
(which may be the firm that regularly  examines the financial  statements of the
Company) (an "Appraiser") selected in good faith by the holders of a majority in
interest of the shares of Series G Preferred Stock;  and provided,  further that
the Company, after receipt of the determination by such Appraiser shall have the
right to select an  additional  Appraiser,  in which case the fair market  value
shall be equal to the average of the  determinations by each such Appraiser.  In
either case the  adjustments  shall be described in a statement  provided to all
holders of Preferred Stock of the portion of assets or evidences of indebtedness
so distributed  or such  subscription  rights  applicable to one share of Common
Stock.  Such adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned above.

                      (v)  All calculations under this Section 5 shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be.

                      (vi) Whenever the Initial Conversion Price is adjusted
pursuant to Section 5(d)(ii),(iii), (iv) or (v), the Company shall promptly mail
to each holder of Series G Preferred Stock,

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a notice setting forth the Initial  Conversion  Price after such  adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                      (vii)  In case of any reclassification of the Common
Stock,  any  consolidation or merger of the Company with or into another person,
the sale or transfer of all or substantially all of the assets of the Company or
any compulsory  share  exchange  pursuant to which the Common Stock is converted
into other securities,  cash or property,  the holders of the Series G Preferred
Stock then  outstanding  shall have the right  thereafter to convert such shares
only into the shares of stock and other securities and property  receivable upon
or deemed to be held by holders of Common Stock following such reclassification,
consolidation,  merger, sale, transfer or share exchange, and the holders of the
Series G  Preferred  Stock  shall be  entitled  upon such event to receive  such
amount of  securities  or  property  as the  shares of the  Common  Stock of the
Company  into  which such  shares of Series G  Preferred  Stock  could have been
converted  immediately prior to such  reclassification,  consolidation,  merger,
sale, transfer or share exchange would have been entitled. The terms of any such
consolidation, merger, sale, transfer or share exchange shall include such terms
so as to continue to give to the holder of Series G Preferred Stock the right to
receive the securities or property set forth in this Section  5(d)(vii) upon any
conversion  following  such  consolidation,  merger,  sale,  transfer  or  share
exchange. This provision shall similarly apply to successive  reclassifications,
consolidations, mergers, sales, transfers or share exchanges.

                      (viii)   If:

                               (a)  the Company shall declare a dividend (or any
                                    other distribution) on its Common Stock; or

                               (b)  the Company shall declare a special
                                    nonrecurring cash

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                                    dividend on or a redemption of its Common
                                    Stock; or

                               (c)  the Company shall  authorize the granting to
                                    all  holders of the Common  Stock  rights or
                                    warrants to  subscribe  for or purchase  any
                                    shares of  capital  stock of any class or of
                                    any rights; or

                               (d)  the approval of any stockholders of the
                                    Company shall be required in connection with
                                    any reclassification of the Common Stock of
                                    the Company (other than a subdivision or
                                    combination of the outstanding shares of
                                    Common Stock), any consolidation or merger
                                    to which the Company is a party, any sale
                                    or transfer of all or substantially all of
                                    the assets of the Company, or any
                                    compulsory share exchange whereby the Common
                                    Stock is converted into other securities,
                                    cash or property; or

                                (e) the Company shall authorize the voluntary or
                                    involuntary dissolution, liquidation or
                                    winding-up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of  conversion  of Series G Preferred  Stock,  and shall cause to be
mailed to the holders of Preferred  Stock at their last  addresses as they shall
appear upon the stock books of the Company,  at least 20 calendar  days prior to
the applicable record or effective date hereinafter  specified, a notice stating
(x) the date

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on which a record is to be taken for the purpose of such dividend, distribution,
redemption,  rights or warrants,  or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such  dividend,
distributions,  redemption,  rights or warrants are to be determined, or (y) the
date on which such  reclassification,  consolidation,  merger,  sale,  transfer,
share  exchange,  dissolution,  liquidation  or winding-up is expected to become
effective,  and the date as of which it is expected that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding-up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

                      (ix)  In any case in which this Section shall require that
an adjustment be made effective as of the record date for a specified event, the
Company  may elect to defer  until  occurrence  of such event (A) issuing to the
holder,  if Series G Preferred  Stock is to be converted after such record date,
the Underlying  Shares and other capital stock of the Company,  if any, issuable
upon such  conversion  over and above the  Underlying  Shares and other  capital
stock of the Company, if any, issuable upon such conversion thereof on the basis
of the  Conversion  Price prior to  adjustment  and (B) paying to the holder any
amount in cash in lieu of a  fractional  share  pursuant  to the  terms  hereof,
provided,  however,  that the Company  shall deliver to the holder a due bill or
other  appropriate  instrument  evidencing  the  holder's  right to receive such
additional   Underlying  Shares,  other  capital  stock  and/or  cash  upon  the
occurrence of the event requiring such adjustment.

                  (e) If at any time conditions  shall arise by reason of action
taken by the  Company  which in the  opinion of the Board of  Directors  are not
adequately covered by the other provisions

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hereof and which might materially and adversely affect the rights of the holders
of Series G Preferred  Stock  (different than or  distinguished  from the effect
generally on rights of holders of any class of the Company's  capital  stock) or
if at any time any such conditions are expected to arise by reason of any action
contemplated  by the Company,  the Company shall mail a written  notice  briefly
describing  the action  contemplated  and the material  adverse  effects of such
action on the  rights of the  holders  of Series G  Preferred  Stock at least 20
calendar  days prior to the  effective  date of such  action,  and an  Appraiser
selected by the holders of majority in interest of the Series G Preferred  Stock
shall give its opinion as to the adjustment,  if any (not  inconsistent with the
standards established in this Section 5), of the Conversion Price (including, if
necessary,  any  adjustment as to the  securities  into which shares of Series G
Preferred Stock may thereafter be convertible) and any distribution  which is or
would be  required  to preserve  without  diluting  the rights of the holders of
shares of Series G Preferred Stock;  provided,  however, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an  additional  Appraiser,  in which case the  adjustment  shall be equal to the
average of the  adjustments  recommended  by each such  Appraiser.  The Board of
Directors  shall make the adjustment  recommended  forthwith upon the receipt of
such opinion or opinions or the taking of any such action  contemplated,  as the
case may be; provided,  however, that no such adjustment of the Conversion Price
shall be made which in the  opinion  of the  Appraiser(s)  giving the  aforesaid
opinion or opinions would result in an increase of the Conversion  Price to more
than the Conversion Price then in effect.

                  (f) The Company  covenants  that it will at all times  reserve
and keep available out of its  authorized  and unissued  Common Stock solely for
the purpose of issuance upon  conversion  of Series G Preferred  Stock as herein
provided, free from preemptive rights or any other actual

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contingent  purchase  rights  of  persons  other  than the  holders  of Series G
Preferred  Stock,  such  number of shares of Common  Stock as shall be  issuable
(taking  into  account the  adjustments  and  restrictions  of Section  5(b) and
Section 5(d) hereof) upon the conversion of all  outstanding  shares of Series G
Preferred  Stock,  and in no  circumstances  shall such  reserved and  available
shares of Common  Stock be less than twice the number of shares of Common  Stock
which would be issuable  upon  conversion  of the Series G Preferred  Stock were
such conversion  effected on the Original Issue Date. The Company covenants that
all shares of Common Stock that shall be so issuable shall,  upon issue, be duly
and validly authorized, issued and fully paid and nonassessable.

                  (g) Upon a  conversion  hereunder  the  Company  shall  not be
required to issue stock certificates  representing fractions of shares of Common
Stock,  but may if  otherwise  permitted,  make a cash payment in respect of any
final  fraction of a share based on the Per Share Market Value at such time.  If
the Company elects not, or is unable, to make such a cash payment, the holder of
a share of Series G Preferred Stock shall be entitled to receive, in lieu of the
final fraction of a share, one whole share of Common Stock.

                  (h) The issuance of certificates for shares of Common Stock on
conversion  of Series G  Preferred  Stock  shall be made  without  charge to the
holders thereof for any  documentary  stamp or similar taxes that may be payable
in respect  of the issue or  delivery  of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the holder of such shares of  Preferred
Stock so  converted  and the  Company  shall not be required to issue or deliver
such certificates  unless or until the person or persons requesting the issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to

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<PAGE>



the satisfaction of the Company that such tax has been paid.

                  (i) Shares of Series G Preferred  Stock  converted into Common
Stock or redeemed  pursuant to the terms hereof shall be canceled and shall have
the status of authorized but unissued shares of preferred stock.

                  (j) Each Holder  Conversion Notice shall be given by facsimile
and by mail, postage prepaid,  addressed to the attention of the Chief Financial
Officer of the  Company at the  facsimile  telephone  number and  address of the
principal place of business of the Company. Each Company Conversion Notice shall
be given by facsimile and by mail, postage prepaid,  addressed to each holder of
Series G Preferred Stock at the facsimile  telephone  number and address of such
holder  appearing on the books of the Company or provided to the Company by such
holder  for  the  purpose  of  such  Company  Conversion  Notice,  or if no such
facsimile  telephone  number  or  address  appears  or is so  provided,  at  the
principal place of business of the holder. Any such notice shall be deemed given
and effective upon the earliest to occur of (i)(a) if such Conversion  Notice is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section 5(j) prior to 6:00 p.m.  (Eastern  Standard Time) on any date, such date
(or, in the case of a Company  Conversion  Notice, the next Trading Day) or such
later date as is specified in the Conversion  Notice, and (b) if such Conversion
Notice is delivered via facsimile at the facsimile telephone number specified in
this Section 5(j) after 6:00 p.m.  (Eastern Standard Time) on any date, the next
date (or, in the case of a Company Conversion Notice, the next Trading Day after
such next day) or such later date as is specified in the Conversion Notice, (ii)
five days after deposit in the United States mails or (iii) upon actual  receipt
by the party to whom such notice is required to be given.


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<PAGE>



                  Section 6.  Company Redemption Option.

                  The Company  may, at its option,  redeem any  outstanding  and
unconverted  Series G Preferred  Stock on the third  anniversary of the Original
Issue Date (the "Optional Redemption Date"),  provided that the Company notifies
the holders  thereof no later than the third  business day prior to the Optional
Redemption Date of its intention to do so.

                  If  the  Company  elects  to  redeem  such   outstanding   and
unconverted  shares of Series G Preferred  Stock, the redemption price per share
(the  "Optional  Redemption  Price")  shall  equal the  Conversion  Price on the
Optional Redemption Date and shall be paid by the Company to the holders of such
unconverted  Series G Preferred  Stock on the Optional  Redemption  Date. If any
portion of the Optional Redemption Price shall not be paid by the Company within
7 calendar days after the Optional  Redemption  Date,  such Optional  Redemption
Price shall be increased by an amount  accruing from the 7th day to the 21st day
after the Optional  Redemption  Date at the rate of 5% per annum,  from the 22nd
day to the 60th day at 8% per annum and from the 61st day until paid at the rate
of 12% per annum.  However,  if any  portion of the  Optional  Redemption  Price
remains  unpaid more than 7 calendar  days after the Optional  Redemption  Date,
then the holder may elect, by written notice to the Company given within 45 days
after  the  Optional  Redemption  Date,  to  either  (i)  demand  conversion  in
accordance  with the formula and the time frame  therefor set forth in Section 5
for a  conversion  at the option of the holder  hereof of all Series G Preferred
Shares for which the Optional Redemption Price, plus interest, has not been paid
in full (the "Unpaid Optional Redemption Shares"),  in which event the Per Share
Market  Price for such shares  shall be the lower of the Per Share  Market Price
calculated on the Optional  Redemption Date and the Per Share Market Price as of
the  holder's  written  demand for  conversion,  or (ii) demand that the Company
withdraw its election to force such

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<PAGE>



redemption.  If the holder  elects  option (i) above,  the Company  shall within
three  business days of its receipt of such  election  deliver to the holder the
shares of Common Stock issuable upon  conversion of the Unpaid Shares subject to
such holder conversion  demand and otherwise  perform its obligations  hereunder
with respect  thereto;  or, if the Holder elects option (ii) above,  the Company
shall promptly, and in any event not later than three business days from receipt
of  holder's  notice of such  election,  return to the  holder all of the Unpaid
Optional Redemption Shares.

                  Section 7.  Definitions.  For the purposes hereof, the
following terms shall have the following meanings:

                  "Common Stock" means shares now or hereafter authorized of the
class of Common  Stock,  par value $.001,  of the Company and stock of any other
class into which such shares may hereafter have been reclassified or changed.

                  "Conversion  Ratio" means,  at any time, a fraction,  of which
the numerator is Stated Value plus accrued but unpaid dividends (which shall not
include  dividends  paid upon  conversion)  and of which the  denominator is the
Conversion Price at such time.

                  "Junior  Securities"  means  the  Common  Stock  and all other
equity securities of the Company, except the Other Preferred Stock.

                  "Original  Issue  Date"  shall  mean  the  date  of the  first
issuance of any shares of the Series G Preferred Stock  regardless of the number
of transfers of any particular shares of Series G Preferred Stock and regardless
of the number of  certificates  which may be issued to  evidence  such  Series G
Preferred Stock.

                  "Per Share Market Value" means on any particular  date (a) the
closing  bid  price  per share of the  Common  Stock on such date on The  NASDAQ
SmallCap Market or other market or

                                       19

<PAGE>



stock  exchange on which the Common Stock has been listed or if there is no such
price on such date, then the closing bid price on such market or exchange on the
date nearest  preceding  such date,  or (b) if the Common Stock is not listed on
The NASDAQ SmallCap Market or any market or stock exchange,  the closing bid for
a share of Common  Stock in the  over-the-counter  market,  as  reported  by the
NASDAQ Stock Market at the close of business on such date,  or (c) if the Common
Stock is not quoted on the NASDAQ  Stock  Market,  the  closing  bid price for a
share of Common Stock in the over-the-counter market as reported by the National
Quotation Bureau  Incorporated (or similar  organization or agency succeeding to
its  functions  of  reporting  prices),  of (d) if the Common Stock is no longer
reported by the National Quotation Bureau Incorporated (or similar  organization
or agency succeeding to its functions of reporting prices),  then the average of
the "Pink Sheet" quotes for the relevant  conversion period as determined by the
holder,  or (e) if the Common Stock is no longer publicly traded the fair market
value of a share of Common Stock as  determined  by an Appraiser  (as defined in
Section  5(d)(iv)  above) selected in good faith by the holders of a majority in
interest of the shares of the Series G Preferred Stock; provided,  however, that
the Company,  after receipt of the  determination by such Appraiser,  shall have
the right to select an  additional  Appraiser,  in which  case,  the fair market
value  shall  be  equal  to the  average  of the  determinations  by  each  such
Appraiser.

                  "Person" means a corporation,  an association,  a partnership,
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

                  "Purchase  Agreement"  means the  Convertible  Preferred Stock
Purchase  Agreement  between the Company and the original holder of the Series G
Preferred Stock.

                  "Trading  Day"  means (a) a day on which the  Common  Stock is
traded on The NASDAQ  SmallCap  Market or principal  stock exchange on which the
Common  Stock has been  listed,  or (b) if the Common Stock is not listed on The
NASDAQ SmallCap Market or any stock exchange, a day on which the Common Stock is
traded in the  over-the-counter  market, as reported by the NASDAQ Stock Market,
or (c) if the Common  Stock is not quoted on the NASDAQ Stock  Market,  a day on
which the Common Stock is quoted in the  over-the-counter  market as reported by
the National  Quotation  Bureau  Incorporated  (or any similar  organization  or
agency succeeding its functions of reporting prices).

                                       20

<PAGE>



                                    EXHIBIT A

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder
in order to Convert shares of Series G Preferred Stock)

The  undersigned  hereby  elects  to  convert  the  number of shares of Series G
Convertible  Preferred Stock indicated  below,  into shares of Common Stock, par
value U.S.$.001 per share (the "Common Stock"),  of AMNEX,  Inc. (the "Company")
according to the conditions  hereof, as of the date written below. If shares are
to be issued in the name of a person  other than  undersigned,  the  undersigned
will pay all  transfer  taxes  payable with  respect  thereto and is  delivering
herewith such  certificates and opinions as reasonably  requested by the Company
in  accordance  therewith.  No fee  will  be  charged  to  the  Holder  for  any
conversion, except for such transfer taxes, if any.

Conversion calculations:    ___________________________________________________
                            Date to Effect Conversion

                            ___________________________________________________
                            Number of shares of Series G Preferred Stock to be
                            Converted

                            ___________________________________________________
                            Applicable Conversion Price

                            ___________________________________________________
                            Signature

                            ___________________________________________________
                            Name:

                            ___________________________________________________
                            Address:


         The Company  undertakes to promptly upon its receipt of this conversion
notice (and, in any case prior to the time it effects the  conversion  requested
hereby),  notify the  converting  holder by facsimile of the number of shares of
Common Stock  outstanding  on such date and the number of shares of Common Stock
which  would be  issuable  to the  holder if the  conversion  requested  in this
conversion notice were effected in full,  whereupon,  the holder may, within one
day of the notice from the Company,  revoke the conversion  requested  hereby to
the extent that it determines that such conversion  would result in it owning in
excess of 4.9% of the  outstanding  shares of Common Stock on such date, and the
Company shall issue to the holder one or more certificates  representing  shares
of Series G Preferred  Stock which have not been  converted  as a result of this
provision.  If the holder waives the  applicability of this limitation by notice
to the Company  delivered upon its receipt of the Company's notice regarding the
number  of  outstanding  shares  of Common  Stock or if the  Purchaser  fails to
respond to the  Company's  notice within one day  thereafter,  the Company shall
effect in full the conversion requested in this notice.

                                       21

<PAGE>



                                    EXHIBIT B

                                   AMNEX, INC.

                             NOTICE OF CONVERSION AT
                           THE ELECTION OF THE COMPANY


The undersigned in the name and on behalf of AMNEX,  Inc. (the "Company") hereby
notifies the  addressee  hereof that the Company  hereby  elects to exercise its
right to convert [ ] shares of its Series G Convertible  Preferred Stock held by
the Holder  into  shares of Common  Stock,  par value  U.S.$.001  per share (the
"Common  Stock") of the Company  according to the terms  hereof,  as of the date
written  below.  No fee  will  be  charged  to the  Holder  for  any  conversion
hereunder,  except for such transfer  taxes, if any which may be incurred by the
Company if shares are to be issued in the name of a person other than the person
to whom this notice is addressed.


Conversion calculations:    ___________________________________________________
                            Date to Effect Conversion

                            ___________________________________________________
                            Number of Shares of Preferred Stock to be Converted

                            ___________________________________________________
                            Applicable Conversion Price

                            ___________________________________________________
                            Number of Shares of Common Stock Outstanding as at
                            the Close of Trading on the Conversion Date


                            AMNEX, INC.


                            By:________________________________________________

                               Title:__________________________________________



                                       22

<PAGE>




         5. This  Amendment  has been  adopted by the Board of  Directors of the
Corporation  under the  authority  granted to it  pursuant to Section 502 of the
Business Corporation Law.

             IN WITNESS WHEREOF, the undersigned have signed this Certificate as
of the 13th day of September,  1996 and affirm that the  statements  made herein
are true under the penalties of perjury.



                                     /s/ Kenneth G. Baritz
                                     ---------------------
                                     Kenneth G. Baritz
                                     Chairman of the Board


                                     /s/ Amy S. Gross
                                     ----------------
                                     Amy S. Gross
                                     Secretary




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