Galesi Francesco – ‘SC 13D/A’ on 10/31/97 re: Amnex Inc – EX-10

As of:  Friday, 10/31/97   ·   Accession #:  1021771-97-113   ·   File #:  5-39940

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D/Amendment No. 1                           5     22K 
 2: EX-10       Note Purchase Agreement                               11     45K 

EX-10   —   Note Purchase Agreement

EX-10
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 Note Purchase Agreement

 June 10, 1997

     AGREEMENT,  dated  as of June  10,  1997,  by and  among  FRANCESCO  GALESI
("Galesi"),   SPRING   TECHNOLOGY   CORP.   ("Spring")  and  COFINVEST  97  LTD.
("Cofinvest" and collectively with Spring,  the "1993  Noteholders") and, to the
extent provided herein,  AMNEX, Inc. (the "Company"),  FRIEDLI CORPORATE FINANCE
AG ("Friedli AG"),  FRIEDLI CORPORATE FINANCE INC.  ("Friedli Inc."),  and PETER
FRIEDLI  ("Friedli"  and  collectively  with  Friedli AG and Friedli  Inc.,  the
"Friedli Group").                                                               

     WHEREAS,  Spring  was  initially  the  registered  owner  and  Holder  (the
"Holder") of a certain  promissory note of the Company,  dated March 8, 1993, in
the original  principal amount of four hundred fifty thousand dollars ($450,000)
(the "Spring  Note"),  convertible at the conversion rate of $.20 per share into
2,250,000  shares  ("Shares")  of the Company's  common  stock,  $.001 par value
("Common Stock"), plus Shares which the Holder is entitled to receive on account
of the  conversion  of the  amount  of  Accrued  Interest,  subject  to  further
adjustment as specified in the Spring Note;                                     

     WHEREAS,   Spring  has  elected  to  convert  ninety-six  thousand  dollars
($96,000)  in  principal  amount  of the  Spring  Note  into  Conversion  Shares
effective June 30, 1997, the Company having reissued to Spring a new Note in the
form  attached  as  Exhibit A (the "New  Spring  Note")  for the  balance of the
unconverted  principal  amount of the  Spring  Note,  ($354,000),  plus  Accrued
Interest,  which  Note is  convertible  into  Shares  (collectively  "Conversion
Shares") with respect to such principal amount and Accrued Interest;            

     WHEREAS,  Cofinvest is the registered  owner and Holder (the "Holder") of a
certain  promissory  note of the Company,  dated July 13, 1993,  in the original
principal  amount of fifty thousand  dollars  ($50,000) (the  "Cofinvest  Note,"
collectively  with  the  New  Spring  Note  the  "1993  Notes"  or the  "Notes")
convertible  into  250,000  Conversion  Shares on  account  of  principal,  plus
additional Conversion Shares on account of Accrued Interest.                    

     WHEREAS,  the  1993  Notes  provide  for the  payment  of  interest  on the
principal  amount  thereof  at the rate of ten  percent  (10%) per  annum,  such
interest  ("Interest")  being  originally  payable from the following dates:    

       (i) with respect to the Cofinvest Note, from November 18, 1992; and

(ii) with respect to the New Spring Note, from July 1, 1994.

     WHEREAS, the 1993 Noteholders propose,  subject to the terms and conditions
stated herein, to sell to Galesi or his Permitted  Transferee (the "Purchaser"),
the 1993 Notes, representing an aggregate original principal amount of $404,000,
plus all rights and  benefits  pertaining  thereto as provided in the 1993 Notes
(including but not limited to Accrued Interest conversion rights,  including the
right to convert Accrued Interest into Conversion Shares,  security and Interest
hereinafter  accruing and either paid or becoming  Accrued  Interest) and Galesi
proposes to purchase the same for an aggregate purchase price of $3,863,000.    

     WHEREAS, the 1993 Noteholders have delivered the Spring and Cofinvest Notes
and the  Instruments of Transfer to the Escrow Agent, to hold in escrow pursuant
to the Escrow Agreement pending the Closing.                                    

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

EX-10
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd
     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.                                                

     2. Definitions.  The following terms, when used in this Agreement, have the
following meanings,  unless the context otherwise indicates.  Additional defined
terms are found in the body of the text.  Defined  terms not  otherwise  defined
herein  shall carry the  meanings  specified in the Notes and/or in the Logitech
Agreement:                                                                      

          (a)  "Acceptable  Currency"  shall mean and include cash and any other
     method of payment which will result in such payment  being  credited to the
     account  previously (at least two days prior to the Closing)  designated by
     the  Representative  to  Purchaser  in time to  earn  interest  for the day
immediately following the day of the Closing.                         

          (b) "Accrued  Interest" means,  with respect to any Note, all Interest
     accrued and unpaid on such Note from and after the date such  Interest  was
originally owed.                                                      

          (c) "'33 Act" means the  Securities  Act of 1933,  as amended,  or any
similar federal law then in force.                                    

          (d) "Affiliate"  means, with respect to any specified person,  (1) any
     other person who, directly or indirectly, owns or controls, is under common
     ownership or control  with, or is owned or  controlled  by, such  specified
     person,  (2) any other person who is a director,  officer or partner or is,
     directly or indirectly,  the beneficial  owner of 10 percent or more of any
     class of equity  securities,  of the specified person or a person described
     in clause (1) of this  paragraph,  (3) another person of whom the specified
     person is a director, officer or partner or is, directly or indirectly, the
     beneficial  owner of 10 percent or more of any class of equity  securities,
     (4)  another  person  in  whom  the  specified  person  has  a  substantial
     beneficial interest or as to whom the specified person serves as trustee or
     in a similar  capacity,  or (5) any  relative  or  spouse of the  specified
     person or any of the foregoing persons,  any relative of such spouse or any
spouse of any such relative.                                          

          (e)  "Business  Day"  means  any day  when  banks  in the  Borough  of
Manhattan, The City of New York, New York, are open for business.     

          (f) "Closing" means the consummation of the 1993 Noteholders' sale and
the Purchaser's purchase of the 1993 Notes.                           

          (g)  "Closing  Date"  means  the date on which the  Closing  occurs or
     occurred,  which  shall be the  same  date  and  time as the  Closing  Date
specified in the Logitech Agreement.                                  

          (h)  "Commission"  means the United  States  Securities  and  Exchange
Commission.                                                           

          (i) "Common  Stock"  means the $.001 par value  common stock of AMNEX,
Inc.                                                                  

          (j) "Conversion  Shares" shall mean the shares of the Company's Common
    Stock into which the Notes may be converted, as described in the Preamble.

          (k) "Escrow  Agreement"  and "Escrow  Agent"  means  respectively  the
     escrow  agreement with the firm of Certilman,  Balin,  Adler & Hyman,  LLP,
     escrow agent, pursuant to which the 1993 Notes and appropriate  Instruments
     of Transfer are being delivered to the Escrow Agent, to be held pursuant to
the terms and conditions of the Escrow Agreement.                     

EX-10
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd
          (l) "Instruments of Transfer" mean such  endorsements,  agreements and
     documents as the  Purchaser  shall  reasonably  request,  including but not
     limited to requests  pursuant to Section 9(d) of this  Agreement to confirm
     in the Purchaser  good,  marketable  and  assignable  record and beneficial
     title to the 1993 Notes at the Closing.  Without limiting the generality of
     the  foregoing,   Instrument  of  Transfer  will  include   instruments  of
     assignment  as  provided  in  the  Notes,   unqualified  and  unconditional
     endorsements  (whether on each of the Notes,  affixed  thereto  and/or in a
     separate  instrument)  and  accompanied by such formality  (notarial  seal,
signature guarantee, etc.) as the Purchaser may reasonably request.   

          (m)  "Logitech  Agreement"  shall  mean an  agreement(s)  of even date
     between the Company and certain  persons  designated as Holders,  including
but not limited to Logitech Corp.                                     

          (n)  "Material   Adverse  Change"  means  a  change  (or  circumstance
     involving  a  prospective  change)  in the  business,  operations,  assets,
     liabilities,  results of operations,  cash flows,  condition  (financial or
otherwise) or prospects of the Company which is materially adverse.   

          (o) "Permitted  Transferee"  means any Affiliate of Galesi to which or
     whom Galesi  elects at any time to assign and transfer the Notes and/or the
     Conversion  Shares,  providing that,  Galesi shall not be released from his
obligations under this Agreement.                                     

          (p) "Proxy Statement" means the Proxy Statement dated May 3, 1997 with
     regard to the  Company's  Annual  Meeting of  Shareholders  held on May 14,
1997, as described in the Logitech Agreement.                         

          (q) "Representative"  means Friedli Corporate Finance AG, named as the
     attorney  in fact of Spring and  Cofinvest  respectively  as Holders of the
Spring and Cofinvest Notes in the text of the Notes themselves.       

     The masculine  form of words  includes the feminine and the neuter and vice
versa,  and, unless the context otherwise  requires,  the singular form of words
includes the plural and vice versa. The words "herein,"  "hereof,"  "hereunder,"
and other  words of similar  import  when used in this  Agreement  refer to this
Agreement as a whole, and not to any particular section or subsection.          

     3.  Delivery  of the  1993  Notes  into  Escrow.  In  accordance  with  the
provisions of this Note Purchase  Agreement,  Spring and Cofinvest as Holders of
the New Spring Note and Cofinvest Note, and the  Representative  as the attorney
in fact of each,  have  delivered,  as of the  execution  and  delivery  of this
Agreement,  the New  Spring  Note  and  Cofinvest  Note and all  Instruments  of
Transfer  to the Escrow  Agent,  executing  in each case the form of  assignment
attached  to the  Note  and  such  other  Instruments  of  Transfer  as may have
reasonably been requested for the purpose of assigning and  transferring the New
Spring Note and Cofinvest  Note to the Purchaser at the Closing and complying in
all other respects with the provisions of said Notes,  including but not limited
to effecting a valid transfer and change of registered  owner under Section 1 of
the terms of said  Notes  and each  Holder  and the  Representative  has  hereby
irrevocably  instructed  the Escrow Agent to deliver said Notes to the Purchaser
at the Closing in accordance  with the  provisions of the Escrow  Agreement.    

     4. Purchase Price;  Closing  Procedures.  Subject to the terms of this Note
Purchase  Agreement,  on the Closing Date the 1993 Noteholders shall sell to the
Purchaser and the Purchaser  shall purchase from the 1993  Noteholders  the 1993
Notes  together  with  Accrued  Interest,  for an  aggregate  purchase  price of
$3,863,000.  The Purchaser shall pay the purchase price by payment of $3,863,000
in Acceptable Currency, $3,384,000 to Spring and $479,000 to Cofinvest.         

EX-10
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th
     The Closing shall be held at the place specified in the Logitech  Agreement
upon the Closing  Date. At the Closing,  the Escrow Agent will,  pursuant to the
terms of the Escrow  Agreement,  deliver the 1993 Notes, plus all Instruments of
Transfer,  to the Purchaser and the Purchaser  will pay the purchase  price,  as
above provided in this Section.                                                 

     5. 1993 Noteholders Representations and Warranties (and Certain Covenants).
The 1993 Noteholders jointly and severally do, and each of them does,  represent
and warrant to the Purchaser that:                                              

          (a) The  1993  Noteholders,  and  each of  them,  has  the  power  and
     authority  to enter  into this  Agreement  and to perform  its  obligations
     hereunder. The execution and delivery of this Agreement and the performance
     by the  1993  Noteholders  of its  obligations  hereunder  have  been  duly
     authorized  by the Board of Directors or other  governing  body of the 1993
     Noteholders and, if required,  their respective  shareholders in conformity
     with applicable law. No other corporate  proceeding on the part of the 1993
     Noteholders  is necessary to  authorize  the  execution or delivery of this
     Agreement or the  performance by the 1993  Noteholders  of its  obligations
     hereunder.  This  Agreement is the valid and binding  obligation of, and is
enforceable in accordance with its terms against the 1993 Noteholders.

          (b) The issue and sale of the 1993  Notes  and the  compliance  by the
     1993  Noteholders  with  all  of  the  provisions  of the  Notes  and  this
     Agreement,  and the  consummation  of the  transactions  herein and therein
     contemplated  will not  materially  conflict  with or result in a  material
     breach or violation of any of the terms or  provisions  of, or constitute a
     default  under,  any  indenture,  mortgage,  deed of trust,  sale/leaseback
     agreement,  loan  agreement,  or other agreement or instrument to which the
     1993  Noteholders  are,  or either of them is, a party or by which the 1993
     Noteholders are bound,  nor will such action result in any violation of the
     provisions of the certificate of  incorporation or bylaws of the Company or
     any statute or any order,  rule, or regulation of any court or governmental
     agency  or  body  having   jurisdiction   over  the  Company  or  the  1993
     Noteholders; and no consent, approval,  authorization,  order, registration
     or qualification  of or with any such court or governmental  agency or body
     is required for the issue and sale of the 1993 Notes or the consummation by
     the  1993  Noteholders  of the  other  transactions  contemplated  by  this
Agreement.                                                            

          (c) Neither the  execution,  delivery or performance of this Agreement
     by the 1993 Noteholders, nor the performance by the 1993 Noteholders 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.               

          (d) The New  Spring  Note and  Cofinvest  Note have  been  held  since
     original issuance only by Spring and Cofinvest respectively,  have not been
     directly or indirectly  hypothecated or assigned and, when delivered to the
     Escrow Agent and the Purchaser  pursuant to this Agreement,  will have been
     duly  delivered  free and  clear of all  adverse  claims,  liens,  pledges,
security interests, rights and other encumbrances.                    

          (e) The 1993  Noteholders have complied in all respects with the terms
of the Notes.                                                         

EX-10
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th
          (f) Following the Closing,  the 1993 Noteholders shall have no further
     rights with  regard to the Notes;  prior to the  Closing,  neither the 1993
     Noteholders  nor the  Representative  will  demand  or accept  Interest  or
     principal  payments  with  respect to the 1993  Notes,  or will  attempt to
     convert  or  otherwise  assert  rights  as  a  Holder  thereof;   the  1993
     Noteholders  and the  Representative  will  remit  any  such  Interest  and
     principal  payments,  if made, to the Escrow Agent,  to be delivered at the
Closing to the Purchaser together with the 1993 Notes.                

          (g) The powers of attorney granted to the  Representative in the Notes
     each remain in full force and effect.  Without  limiting the  generality of
     the  foregoing,  the  Representative  is and will be authorized to take all
     actions contemplated by this Agreement on behalf of the 1993 Noteholders as
if they, and each of them, were acting personally.                    

6. Company Representations and Warranties.                            

          (a) The New Spring Note and Cofinvest Note are duly and validly issued
     to the  Holder,  free and clear  from all  defenses,  waivers,  notices  of
     dishonor,  and, to the knowledge of the Company,  from all adverse  claims,
     liens,  pledges,  security interests,  rights and other encumbrances;  such
     Notes are  enforceable  against the Company in accordance  with their terms
     and may be validly  converted by the Purchaser in accordance with the terms
thereof.                                                              

          (b) The 1993  Noteholders are the sole registered  owners of the Notes
     according  to the  Company's  records and the Company  considers  and shall
     continue  to  consider,  pending the  assignments  and  transfers  provided
     herein,  the 1993  Noteholders as absolute  owners thereof for all purposes
whatsoever.                                                           

          (c) The New  Spring  Note  invests  in the  Holder  all the rights and
powers of the previous Holder of the Spring Note.                     

          (d) The Conversion  Shares have been duly  authorized and reserved for
     issuance  and,  when  issued,   will  be  duly   authorized,   fully  paid,
     non-assessable and validly  outstanding,  and will be listed for trading on
    the Nasdaq Small Cap Market system in accordance with the rules of Nasdaq.

 (e) All statements in the Preamble are accurate and complete.

     7. Friedli  Representations  and Warranties  (and Certain  Covenants).  The
Friedli  Group  (including  but not limited to the  Representative)  jointly and
severally represent and warrant to the Purchaser,  at and as of the Closing that
(a) the  representations and warranties of the 1993 Noteholders are accurate and
complete and the  signatures  of the persons  purporting to act on behalf of the
1993 Noteholders, and of the Representative, in each case as affixed hereto, are
duly  authorized  and genuine;  and (b) the 1993  Noteholders  are each the sole
Holders  of  the  Notes,  as  that  term  is  as  defined  in  the  Notes.   The
Representative joins in the 1993 Noteholders covenants in Section 5(f).         

     8. Purchaser  Representations and Warranties.  The Purchaser represents and
warrants to the 1993 Noteholders, at and as of the Closing that:                

EX-10
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th
          (a)  The  Purchaser  has  full  power  and  authority  and,  if not an
     individual,  has taken all required corporate (or trust or partnership,  as
     the case may be) and other  action  necessary  to permit it to execute  and
     deliver this Agreement,  and all other documents or instruments required by
     this  Agreement,  and to carry out the terms of this  Agreement  and of all
such other documents or instruments.                                  

          (b) The Purchaser is purchasing the 1993 Notes and  Conversion  Shares
     into which such Notes may be converted for investment,  for its own account
     and not with a view to distribution thereof, except for transfers permitted
     hereunder.  The Purchaser  understands  that the 1993 Notes and  Conversion
     Shares received upon conversion of the 1993 Notes must be held indefinitely
     unless  registered under the '33 Act or an exemption from such registration
becomes available.                                                    

9. Additional Covenants of the Parties.                               

          (a) Implementing Agreement.  Each party hereto,  including the Friedli
     Group,  shall use its best  efforts  to take all action  required  of it to
     fulfill its obligations under the terms of this Agreement and to facilitate
     the  consummation  of  the  transactions  contemplated  hereby.  No  party,
     including  each member of the  Friedli  Group,  will take any action  which
     would have the effect of  preventing or disabling  such party's  respective
performance of its obligations under this Agreement.                  

          (b) Company  Cure.  The Company will cure  promptly any defects in the
     creation  and  issuance  of the  Notes,  the New  Spring  Note  and/or  the
     Conversion Shares, and in the execution and delivery of this Agreement. The
    Company, at its expense, will promptly execute and deliver promptly to the
     Purchaser upon request all such other and further documents, agreements and
     instruments in compliance  with or pursuant to its covenants and agreements
     herein,  and will make any  recordings,  file any  notices,  and obtain any
consents as may be necessary or appropriate in connection therewith.  

          (c) State Takeover Laws Not Applicable.  No provision of any state law
     analogous to Section 203 of the Delaware General Corporation Law will apply
     to this Agreement or the transactions  contemplated hereby and thereby. The
     Company  will take all steps within its control  irrevocably  to exempt the
     transactions  contemplated by this Agreement from any such law and from any
     applicable charter or contractual provision containing change of control or
anti-takeover provisions.                                             

          (d)  Instruments  of  Transfer.   The  1993  Noteholders   and/or  the
     Representative  shall, on reasonable  request by the Purchaser prior to the
     Closing,  execute and deliver any additional Instruments of Transfer to the
Escrow Agent.                                                         

     10. Conditions to Purchaser's Obligations.  The obligation of the Purchaser
to purchase the 1993 Notes at the Closing shall be subject,  in its  discretion,
to satisfaction of the following conditions at and as of the Closing:           

          (a) All  representations  and warranties  and other  statements of the
     1993  Noteholders,  the Company and the Friedli Group herein are, at and as
of the Closing, true and correct in all material respects.            

          (b) The 1993 Noteholders, the Friedli Group and the Company shall have
     performed all of their covenants and  obligations  required to be performed
hereunder.                                                            

EX-10
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th
          (c) There exists no litigation or governmental  proceedings pending or
     threatened  to  restrain,  invalidate,  prevent,  or  otherwise  impede any
transaction contemplated hereby.                                      

          (d) The 1993 Notes together with the Instruments of Transfer specified
     by the  Purchaser  shall have been  delivered  by the  Escrow  Agent to the
Purchaser as directed.                                                

          (e) The Company,  and certain holders of the Company's preferred stock
     and debt,  shall have duly  authorized and executed the Logitech  Agreement
     and  the  Closing   specified  in  that   Agreement   shall  have  occurred
simultaneously.                                                       

          (f) The  Company  and its counsel  shall have  furnished  satisfactory
     evidence that the Company's representations and warranties in Section 6 are
accurate and complete.                                                

          (g) All  corporate  and  other  proceedings  to be  taken  by the 1993
     Noteholders in connection with the transactions contemplated hereby and all
     documents incident thereto, including but not limited to the Instruments of
     Transfer,  shall be satisfactory in form and substance to Purchaser and its
     special counsel,  and said counsel shall have received all such counterpart
     originals  or  certified  or other  copies  of such  documents  as they may
reasonably request.                                                   

          (h) On or prior to the Closing, 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.                              

          (i) The Company shall not have suffered any Material Adverse Change in
its business or financial condition.                                  

     The  Purchaser  may in its  discretion  elect to  waive  one or more of the
foregoing (or portion thereof) and proceed to Closing,  upon notice to the other
parties of its election.                                                        

     11. Conditions to 1993 Noteholders' Obligations. The obligation of the 1993
Noteholders  to sell  the 1993  Notes at the  Closing  shall be  subject  to the
condition that, at and as of the Closing,  the representations and warranties of
the Purchaser in Section 8 hereof shall be accurate and complete.               

     12. Survival of Representations.  The representations and warranties of the
parties  in  Sections  5  through  8 above  shall  survive  termination  of this
Agreement,  and shall apply until the expiration of the  applicable  statutes of
limitations.                                                                    

     13.  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 Purchaser and the 1993 Noteholders;

          (b) by the Purchaser if any of the  conditions set forth in Section 10
     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 Purchaser; or                                 

          (c) by the 1993  Noteholders  if any of the  conditions  set  forth in
     Section 11 hereof shall not have been  fulfilled on or prior to the Outside
     Date (except that the Purchaser  shall have the right to extend the Outside
     Date to a date no later than  September 30, 1997 upon written notice to the
     1993 Noteholders) or shall have become incapable of fulfillment,  and shall
not have been waived by the 1993 Noteholders.                         

EX-10
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th
     If 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 or upon termination thereof.                                           

14. Miscellaneous.                                                    

          (a) All statements,  requests,  notices and agreements hereunder shall
be in writing, and:                                                   

     if to the Purchaser shall be delivered or sent by mail,  telex or facsimile
transmission to:                                                      

The Galesi Group                                                      
Building 6, East Road                                                 
Rotterdam Industrial Park                                             
Schenectady, NY  12306                                                
Attention:  Steven Porter, General Counsel                            
Telecopier Number: 513-356-5334                                       

with a copy to:                                                       

Joseph W. Bartlett, Esq.                                              
Morrison & Foerster LLP                                               
1290 Avenue of the Americas                                           
New York, New York  10104-0012                                        
212-468-8240                                                          
Telecopier Number: 212-468-7900                                       

if to the Friedli Group or the 1993 Noteholders, to:                  

c/o Friedli Corporate Finance AG                                      
Freigutstrasse 5, 8002                                                
Zurich, Switzerland                                                   
Attention: Christa Wagner                                             
Telecopier Number: 011 411 201 7819                                   

if to the Company, to:                                                

AMNEX, Inc.                                                           
101 Park Avenue, Suite 2507                                           
New York, New York 10178                                              
Attention:  Chief Executive Officer                                   
Telecopier Number: 212-867-0166                                       

with a copy to:                                                       

Fred Skolnik                                                          
Certilman, Balin, Adler & Hyman, LLP                                  
90 Merrick Avenue                                                     
East Meadow, NY 11554                                                 
516-296-7000                                                          
Fax: 516-296-7111                                                     

Amy Gross, General Counsel                                            
AMNEX, Inc.                                                           
100 West Lucerne Circle, Suite 100                                    
Orlando, FL  32801                                                    
407-246-6488                                                          
Fax: 407-481-2560                                                     

     Any such  statements,  requests,  notices,  or agreements shall take effect
upon receipt thereof.                                                           

          (b) This  Agreement  shall be binding  upon,  and inure  solely to the
     benefit of the parties to the extent provided herein,  and their respective
     heirs, executors, administrators, successors, and permitted assigns, and no
     other  person  shall  acquire or have any right  under or by virtue of this
Agreement.                                                            

EX-10
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th
(c) Time shall be of the essence of this Agreement.         

          (d) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York.                               

          (e) The parties  hereto  agree that if any of the  provisions  of this
     Agreement are not performed in accordance  with their specific terms or are
     otherwise  breached,  irreparable  damage will occur, no adequate remedy at
     law will exist and damages  will be difficult  to  determine,  and that the
     parties shall be entitled to specific  performance of the terms hereof,  in
addition to any other remedy at law or equity.                        

          (f) In the event any party to this Agreement commences any litigation,
     proceeding  or other legal  action in  connection  with or relating to this
     Agreement, or any matters described or contemplated herein or therein, with
     respect to any of the matters described or contemplated  herein or therein,
     the  parties to this  Agreement  hereby (i) agree  under all  circumstances
     absolutely and irrevocably to institute any litigation, proceeding or other
     legal action in a court of competent  jurisdiction  located within the City
     of New York, New York, whether a state or federal court; (ii) agree that in
     the event of any such litigation,  proceeding or action,  such parties will
     consent and submit to personal  jurisdiction in any such court described in
     clause  (i) of  this  Section  and to  service  of  process  upon  them  in
     accordance  with the rules and  statutes  governing  service of process (it
     being  understood  that nothing in this Section  shall be deemed to prevent
     any party from seeking to remove any action to a federal court in New York,
     New York;  (iii)  agree to waive to the full  extent  permitted  by law any
     objection  that  they may now or  hereafter  have to the  venue of any such
     litigation,  proceeding  or  action  in any  such  court  or that  any such
     litigation, proceeding or action was brought in an inconvenient forum; (iv)
     designate, appoint and direct CT Corporation System as its authorized agent
     to receive on its behalf  service of any and all process and  documents  in
     any legal  proceeding  in the State of New  York;  (v) agree to notify  the
     other parties to this  Agreement  immediately if such agent shall refuse to
     act, or be prevented from acting, as agent and, in such event,  promptly to
     designate another agent in the City of New York, New York to serve in place
     of such agent and  deliver to the other  parties  written  evidence of such
     substitute  agent's  acceptance  of  such  designation;  (vi)  agree  as an
     alternative method of service to service of process in any legal proceeding
     by mailing of copies  thereof to such party at its address set forth herein
     for  communications  to such party;  (vii)  agree that any service  made as
     provided  herein shall be effective and binding  service in every  respect;
     and (viii) agree that  nothing  herein shall affect the rights of any party
to effect service of process in any other manner permitted by law.    

          (g) This  Agreement  may be executed by any one or more of the parties
     hereto in any number of  counterparts,  each of which shall be deemed to be
     an original, but all such respective counterparts shall together constitute
one and the same instrument.                                          

EX-10
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th
     IN WITNESS  WHEREOF,  the parties have set their hand, and seals as of this
10th day of June, 1997.                                                         

                 SPRING TECHNOLOGY CORP.

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

           COFINVEST 97 LTD.

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

          FRANCESCO GALESI

                         -------------------------------

                               The agreement of the Friedli Group is
                                    limited to the representations, warranties
                                and covenants expressly mentioning the
        Friedli Group.

                      FRIEDLI CORPORATE FINANCE AG

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

                        FRIEDLI CORPORATE FINANCE INC.

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

       PETER FRIEDLI

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

                                    The agreement of AMNEX, Inc. is limited to
                             the representations, warranties and
                                     covenants expressly mentioning the Company.

     AMNEX, Inc.

   By:   /s/
                                 ---------------------------
                           Name: ___________________________
                           Title:___________________________

EX-10
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th
Exhibit List

Exhibit A: Form of Secured Demand  Promissory Note dated as of June 4, 1997, for
$354,000 to Spring.                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/5/97
Filed on:		10/31/97
		9/30/97		7					10-Q,  NT 10-Q
		7/31/97		7
		6/30/97		1					10-Q,  10QSB/A
		6/10/97		1
		6/4/97		11
		5/14/97		3
		5/3/97		3					8-K
		7/1/94		1
		7/13/93		1
		3/8/93		1
		11/18/92		1
									List all Filings