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                                                                    EXHIBIT 4.10


                                AMENDMENT TO NOTE

        This is an Amendment dated as of March 30, 2001 amending a certain
Amended and Restated Revolving Credit Note Secured by Security Agreement and
Other Collateral (the "Note") in the original principal amount of Two Million
Five Hundred Thousand ($2,500,000) Dollars dated August 8, 2000, made by Shared
Technologies Cellular, Inc. ("Maker") payable to the order of Citizens Bank of
Massachusetts ("Citizens").

        Citizens has endorsed and conveyed said note to Anthony Autorino
("Autorino") as of March 1, 2001, and Autorino has endorsed and conveyed said
Note to Mobile Investments, LLC ("Lender") as of March 14, 2001.

        In consideration of the Lender entering into the Fifth Amendment
Agreement and these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Note is hereby
amended as follows:

a) The amount of the Note is hereby increased to Five Million Dollars
($5,000,000.00) For value received, the Maker promises to pay to the order of
the Lender said amount, or such lesser amount advanced under the Credit
Agreement (hereafter defined).

b) The maturity date of the Note is hereby extended to September 30, 2001, at
which time the full amount of all outstanding principal, interest and other
charges owing under the Note, Credit Agreement and other Loan Documents executed
in connection therewith shall be done.

c) Maker shall pay on the date hereof prepaid interest in the amount of $300,000
representing six (6) months interest, which amount shall be advanced to the
Maker pursuant to the terms of the Credit Agreement.

d) Unless an Event of Default shall have occurred, no principal or interest
shall be payable until said maturity date.

e) The Note may be prepaid prior to said maturity date, but no portion of the
prepaid interest will be refunded.

        The Note as amended hereby is the Note referred to in and is entitled
to the benefits of, and subject to the terms of that certain Loan Agreement
dated July 7, 1999 among Maker and Lender, as amended by that certain First
Amendment Agreement dated as of December 3, 1999, that certain Second Amendment
Agreement dated May 1, 2000, that certain Third Amendment Agreement dated August
8, 2000 and that certain Fourth Amendment Agreement dated March 1, 2001, and
that certain Fifth Amendment Agreement dated of even date herewith (said Credit
Agreement and the previously mentioned Amendments, as they may be further
amended or modified from time to time, are herein collectively referred to as
the "Credit Agreement"). The Credit Agreement is incorporated herein by
reference.
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The Maker expressly acknowledges that:

        a)      this Agreement constitutes an amendment to the Note, which is an
                amendment and restatement in its entirety of that certain
                $10,000,000.00 Promissory Note dated July 7, 1999 payable by the
                Maker to State Street Bank and Trust, as assigned to the Lender,
                as previously amended and restated by that certain $5,000,000.00
                Promissory Note dated May 1, 2000 payable to Citizens Bank of
                Massachusetts ("Citizens") as modified by the Third Amendment
                Agreement dated as of August 8, 2000 between Maker and Citizens
                as assigned to the Lender (collectively the "Original Note");
                and

        b)      this Amendment is not a discharge or novation of the Original
                Note; and

        c)      notwithstanding the terms hereof, the Lender has expressly
                reserved its rights against the Maker under the Original Note as
                provided under Massachusetts Law and pursuant to judicial
                precedent, both as in effect from time to time.

        This Agreement and all transactions hereunder and/or evidenced herein
shall be governed by, construed, and enforced in accordance with the substantive
laws of The Commonwealth of Massachusetts.




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        IN WITNESS WHEREOF, the Maker has caused this Amendment to Note to be
executed as an instrument under seal by its duly authorized representative all
as of the date first above written.


WITNESS:                                    SHARED TECHNOLOGIES CELLULAR, INC.


/s/ J. Rieber                               By: /s/ Anthony D. Autorino
------------------                              -------------------------------
                                                    Anthony D. Autorino
                                                    Its Chairman and CEO



                                            MOBILE INVESTMENTS LLC
                                            By: Oakes, Fitzwilliams & Co., Inc.
                                                Its Manager


/s/ Parveen Abbas                           By: /s/ Herbert L. Oakes, Jr.
------------------                              -------------------------------
                                                    Herbert L. Oakes, Jr.
                                                    Its President





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