SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549
               FORM 10-K

          _ X _     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31,
          1996

          _ _       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD _ _ _
          TO _ _
               Commission File Number  1-13732

               SHARED TECHNOLOGIES CELLULAR, INC.
                            (Exact name of registrant as specified in its
          charter)
                         Delaware                      06-1386411
          (State or other jurisdiction of            (I.R.S. Employer
          Incorporation or organization)             Identification No.)

          100 Great Meadow Road, Suite 102
          Wethersfield, Connecticut                        06109
          (Address of principal executive offices)       (Zip Code)

          Registrant's telephone number, including area code:
          (860) 258-2500

          Securities registered pursuant to Section 12(b) of the Act:
          None
          Securities registered pursuant to Section 12(g) of the Act:
          Common Stock, $.01 par value

          Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months






          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.
                                                Yes_ _X_ _    No _ _ _ _


          Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein,
          and will not be contained, to the best of registrant's knowledge,
          in definitive proxy or information statements incorporated by
          reference in Part III of this Form 10-K or any amendment to this
          Form 10-K. [X]

          The aggregate market value of the registrant's Common Stock held
          by nonaffiliates as of March 19, 1997 was approximately
          $2,321,000, based on the average of the closing bid and asked
          prices as reported on such date in the over-the-counter market.

          Indicate the number of shares outstanding of each of the
          registrant's classes of Common Stock, as of March 19, 1997

                             5,112,737 shares of Common Stock
                                      $.01 par value

          The following document is hereby incorporated by reference into
          Part III of this Form 10-K:  The registrant's Proxy Statement for
          its Annual Meeting of Stockholders to be held on May 23, 1997 to
          be filed with the Securities and Exchange Commission in
          definitive form on or before April 30, 1997.







          PART I


          Item 1.


          Business

          (a)  General Development of Business - Shared Technologies
          Cellular, Inc. (`
                          `STC'
                               ' or the `
                                         `Company'
                                                  '), a Delaware
          corporation incorporated in 1989, is a national cellular service
          provider offering rental or prepaid services in over 640 of
          approximately 950 Cellular Geographical Service Areas (`
                                                                 `CGSA'
                                                                       ')
          within the United States, and cellular activation services in
          over 690 CGSA's. As a reseller or agent for cellular and PCS
          carriers, STC can offer cellular service to approximately 94% of
          the US population. STC rents portable cellular telephones to
          business and leisure travelers, the press, attendees, and
          participants at conventions, sporting events and government
          agencies.  STC also operates as a cellular agent at certain
          locations which involves selling, installing and providing
          airtime services for cellular customers.  STC also performs
          nationwide cellular activation services through major retail
          chains, automobile dealers and mail order distribution companies.
          Most recently, STC began supporting the activation, customer
          service and collection services for national prepaid (debit)
          cellular service operation.

          Through the acquisitions of certain assets from Road and Show
          Cellular East, Inc., Road and Show South Ltd. and Road and Show
          Pennsylvania, Inc. (collectively `
                                           `Road and Show'
                                                          '), in December
          1993, the Company obtained a national distribution network,
          including relationships with national car rental companies and
          hotels, which the Company has significantly expanded since that
          date.  Immediately following the Road and Show acquisitions, the
          Company had approximately 1,300 portable cellular telephones
          available to rent at approximately 60 distribution outlets. As of
          December 31, 1996, the Company had approximately 5,000 cellular
          telephones available to rent at approximately 350 distribution
          outlets.

          In April 1995, the Company completed its initial public offering.
          Prior to the offering, the Company was an approximately 86% owned
          subsidiary of Shared Technologies Fairchild Inc., (`
                                                             `STFI'
                                                                   '). The
          Company sold 950,000 shares of its common stock, $0.01 par value
          (`
           `Common Stock'
                         ') for $5.25 per share, which generated net
          proceeds of approximately $3,562,000 after underwriters
          commissions and offering expenses. In conjunction with the
          Company's initial public offering, $1,184,000 of the amount due
          to STFI was contributed to the Company's capital in excess of par
          value.






          In May and June 1995, the Company commenced management and
          subsequently completed its acquisition of the outstanding capital
          stock of Cellular Hotline, Inc., (`
                                            `Hotline'
                                                     ') for $617,000.  The
          $617,000 was comprised of $367,000 in cash, paid at closing, and
          the issuance of 50,000 shares of Common Stock, valued at
          $250,000.  The Company used a portion of the proceeds from its
          April 21, 1995 public offering for the cash portion of the
          purchase. At the discretion of the former Hotline stockholders,
          in September 1995, STC was required to repurchase all of the
          Common Stock issued to the former Hotline stockholders for $5.00
          per share, at an aggregate cost of $250,000.  The Common Stock
          was subsequently retired. Additionally, at closing, STC issued
          options to purchase 50,000 additional shares, excersizable at
          $7.50 per share for three years. Hotline is one of the largest
          providers of cellular activation services in the United States.
          In addition, the acquisition also enabled the Company to begin
          offering debit services by utilizing the technology developed by
          Hotline.

          In November 1995, the Company commenced management and
          subsequently completed its acquisition of certain assets of PTC
          Cellular, Inc. (`
                          `PTCC'
                                ').  The purchase price was $3,800,000,
          comprised of $300,000 in cash, $1,200,000 in assumed accounts
          payable, a five-year promissory note in the principal amount of
          $2,000,000 and the issuance of 100,000 shares of Common Stock,
          valued at $300,000.  Additionally, the agreement provided for
          royalty payments in the amount of three percent (3%) of revenues
          generated from certain of the acquired assets, not to exceed an
          aggregate of $2,500,000. PTCC was one of the largest in-car
          cellular telephone providers in the United States and a main
          competitor of the Company.

          In December 1995, the Company sold its resale business to SNET
          Mobility, Inc. The sale included the Company's customer accounts
          relating to the resale business and the corresponding accounts
          receivable, for approximately $1.1 million in cash.

          On December 29, 1995, the Company completed a $3 million private
          placement of equity with International Capital Partners, Inc.,
          (`
           `ICP'
                '), a Stamford, Connecticut based investment firm, two of
          whose principals are currently directors of the Company.  The $3
          million offering proceeds, net of commissions, was used primarily
          for the acquisition of certain assets of PTCC and to provide
          additional working capital.  Under the terms of the offering, STC
          issued 300,000 shares of its Series A Convertible Preferred
          Stock, $.01 par value per share (the `
                                               `Series A Stock'
                                                               '). In
          addition, the Company issued to ICP a five-year warrant to
          purchase 150,000 shares of the Company's Common Stock at an
          exercise price of $2.50.  On May 14, 1996, all of the outstanding
          Series A Stock was converted into 1,146,450 shares of Common
          Stock.  Subsequently, in August 1996 the Company's stockholders
          voted to cancel the Company's authority to issue additional
          shares of the Series A Stock.







          On April 27, 1996 the Company completed its acquisition of
          certain assets of Cellular Global Investments of Northern
          California, Inc., Access Cellular Corp., Road and Show Cellular
          West, Road and Show Cellular Arizona Corp, Summit Assurance
          Cellular, Inc., Northstar Cellular Corp, and Craig A. Marlar
          (`
           `Summit'
                   ').  The purchase price was approximately $3,562,000
          comprised of approximately $335,000 in cash, $1,324,000 in
          assumed liabilities, the issuance of a promissory note for
          approximately $953,000, and the issuance of 300,000 shares of
          Common Stock, valued at $937,500. Additionally, at closing, the
          Company issued three-year warrants, valued at $12,500, to
          purchase an aggregate of 300,000 additional shares of Common
          Stock.  The warrants are excersizable as follows: 100,000 shares
          at $3.00 per share; 100,000 shares at $4.00 per share and 100,000
          at $5.00 per share.

          On August 19, 1996 the Company completed a $5 million private
          placement with ICP and STFI for 500,000 shares of its newly
          issued Series B Preferred Stock, $.01 par value per share (the
          `
          `Series B Stock'
                          ').  The Company received gross proceeds from
          the offering of $5 million, including the cancellation of
          $1,200,000 or preexisting debt to STFI. A commission of $125,000
          was paid to ICP. Each share of Series B Stock is convertible into
          the Company's Common Stock, at a conversion factor of 2.50 to
          3.33 per share, subject to certain adjustments.  For each
          preferred share converted, the holder will receive a warrant to
          purchase such equal number of shares of Common Stock at an
          exercise price of $3.00 per share.  The Series B Stock has
          immediate voting rights similar to the Common Stock as if the
          holder held four (4) shares of Common Stock for each share of
          such Series B Stock.  Separately, the Company has engaged the
          services of ICP to provide certain financial advisory services to
          the Company for a period of one year.  In consideration for such
          services, the Company issued a five-year Common Stock Warrant to
          ICP for the purchase of 240,000 shares of the Company's Common
          Stock at an exercise price of $3.00 per share and on terms
          substantially the same as those provided for in the Common Stock
          Warrants issued to the purchasers of the Series B Stock.

          On December 27, 1996, the Company entered into an agreement (the
          `
          `Purchase Agreement'
                              ') with RHI Holdings, Inc. (`
                                                           `RHI'
                                                                ') pursuant
          to which the Company agreed to sell to RHI up to 1,500,000 common
          stock units (`
                       `Units'
                              ') with each Unit consisting of one share of
          Common Stock, and one warrant to purchase an additional share of
          Common Stock at $3.00 per share. On December 30, 1996, the
          Company closed on the sale of 250,000 Units to RHI, and received
          proceeds of $730,000, net of certain transactional expenses.  On
          February 10, 1997, the Company sold an additional 250,000 Units
          to RHI, receiving net proceeds of $750,000.  The Purchase
          Agreement has since terminated.  As such, RHI has no obligation
          to purchase any additional Units from the Company.  However, the
          Company may sell additional Units to other purchasers. The






          Purchase Agreement provides that STC shall use its best efforts
          to cause the Board of Directors of STC to include at least one
          member designated by RHI so long as RHI owns capital stock (or
          the rights to purchase capital stock) comprising of 5% or more of
          the voting power in STC and at least two members designated by
          RHI so long as RHI owns capital stock (or the rights to purchase
          capital stock) comprising 10% or more of the voting power in STC.
          To date, no RHI-designated directors have joined the Board of
          Directors. The Company used the proceeds received from the sale
          of the Units for working capital.

          (b) Financial Information about Industry Segments - The Company
          is engaged in one industry segment, the telecommunications
          industry, providing a wide range of services including, short-
          term cellular telephone rentals, activation of cellular phones
          and debit cellular phone systems.

          (c)  Narrative Description of Business

               (1) (i)  Products and Services

          Cellular Phone Rentals

          The Company markets its cellular telephone rental services
          principally through car rental agencies, international airlines
          and hotels.  The Company has agreements with the Hertz
          Corporation (`
                       `Hertz'
                              '), National Car Rental System, Inc.,
          (`
           `National'
                     '), and Budget Rent a Car Corporation (`
                                                             `Budget'
                                                                     ') and
          a letter of intent with Avis Rent a Car Systems, Inc (`
                                                                `Avis'
                                                                      '),
          as well as significant car rental company licensees, to
          exclusively offer its portable cellular telephones at designated
          car rental locations, primarily at terminal airports, in
          approximately 70 cities throughout the United States.  In
          addition, during 1996, the Company developed an airline cellular
          rental program designed to market to international customers in-
          bound to the United States.  These travelers typically do not
          utilize the car rental companies, and require the communication
          convenience of renting a cellular phone. Through contracts with
          United Airlines (`
                           `United'
                                   '), Continental Airlines
          (`
           `Continental'
                        '), and most recently American Airlines
          (`
           `American'
                     '), STC coordinates cellular phone rentals in most
          major cities, utilizing its centralized reservation/customer
          service and fulfillment center located in St. Louis, MO.

          In addition, the Company markets its cellular telephone services
          at conventions and sporting events.  For example, the Company
          rented cellular telephones at the 1994 World Cup soccer
          tournament (which was held in nine cities throughout the United
          States), the 1995 Special Olympics, the 1995 and 1996 New York
          Marathon, and the 1996 Olympics in Atlanta. The Company also
          rents cellular telephones on site following emergency and
          disaster situations through arrangements with telecommunications
          carriers, the Federal Emergency Management Agency and other






          governmental agencies.  In that connection, the Company provided
          portable cellular telephones to businesses and emergency response
          personnel following the 1995 Oklahoma City bombing and the 1996
          TWA Flight 800 crash.


          Activation Services


          With the acquisition of Hotline, STC became one of the largest
          providers of nationwide cellular phone activation services in the
          United States. Hotline acts as an agent linking retail points of
          sale to more than 690 cellular markets, using its 1,200
          individual carrier contracts nationwide.  By serving the unique
          activation requirements of major national retail chains,
          automobile dealers, and mail order distribution companies,
          Hotline acts as a single point of contact for these distribution
          outlets. Hotline maintains contracts and relationships with most
          cellular carriers in the United States and Canada, and can
          provide the necessary administrative services to permit a
          customer in a store within the United States to purchase a phone
          with activated cellular service.  In addition to charging a fee
          for their service to the national distribution partner, the
          Company also collects revenue from the cellular carrier in the
          form of commissions, residual payments, and other payments.

          Debit Services

          In addition to national cellular activations, the acquisition of
          Hotline propelled STC into the prepaid (debit) cellular service
          market.  The growth of the cellular industry has been accompanied
          by increasing amounts of fraudulent use and bad debts.  Cellular
          carriers have responded to the bad debt problem by imposing
          stringent credit requirements on potential customers which have
          resulted in 35% of the subscribers who apply for cellular service
          being rejected. To allow these customers to enjoy the advantages
          of cellular communications, STC has embarked on a program to
          capitalize on this growing segment of subscribers.  Through its
          Hotline operations, subscribers are presented with a cellular
          debit phone, which allows subscribers an easy, pay-as-you-go
          option for cellular service.  Debit, or prepaid, cellular service
          is presented as a solution for credit issues and for businesses
          requiring more control over the cellular expenses in their
          organizations.  Cellular debit services open a substantial and
          relatively untapped segment of the cellular marketplace, which
          STC intends to aggressively pursue. Hotline provides the
          necessary tracking, customer service, collection services, and
          reporting functions required to support its prepaid cellular
          service.  The Company currently has an agreement with a national
          retailer, Thorn Americas, Inc. (`
                                          `Rent A Center'
                                                         ') for whom the
          Company is performing these functions.  As of March 25, 1997 the
          Company had activated approximately 14,000 lines for Rent a
          Center throughout the United States.







          Agency Sales


          For customers who require a more traditional approach to cellular
          telecommunications, STC serves as an agent for select cellular
          carriers. The Company provides cellular activation as well as
          mobile equipment sales and services.

          The agency division targets niche regional markets, (ie:
          corporate accounts, government organizations) which allows its
          customers, through the services provided by STC, to achieve
          economies of scale.  As an agent for the cellular carriers, STC
          can offer an extensive list of cellular products and services to
          its customer base.  Currently, STC has operations in Dallas, and
          Ft. Worth Texas and in Hartford and Stamford, Connecticut, with
          plans to expand into new cities in the future.


          (iv) Patents, Trademarks, Licenses, Franchises, Concessions

          `
          `Shared Technologies Cellular'
                                        ' is a registered trademark, which
          is licensed to the Company by STFI.  The Company holds a
          registration on the servicemark `
                                          `CellEase'
                                                    ' which is used in
          connection with the Company's debit cellular businesses.

          (v)  Seasonality

          The Company has experienced a reduction of revenues in the winter
          months due to the reduction in business travel during the holiday
          season and inclimate weather.

          (vi)  Working Capital

          Since its inception as a subsidiary of STFI, and through its
          initial public offering in April 1995, the Company's losses had
          been funded by STFI.  In addition, STFI funded the purchase price
          paid in the Company's Road and Show acquisitions.  In January
          1994 and in April 1995, STFI contributed to the Company's capital
          in excess of par value approximately $1,700,000 and $1,184,000,
          respectively, of the Company's indebtedness to STFI.  See Item
          1(a) - `
                 `General Development of Business'
                                                  ', `
                                                      `Management's
          Discussion and Analysis of Results of Operations and Financial
          Condition,'
                    ' and `
                           `Notes to Consolidated Financial Statements'
                                                                       '
          herein.

          (vii)  Dependence on a Single Customer

          The Company is dependent upon its relationships with Hertz and
          National, which collectively account for approximately 32% and
          38% of the Company's revenues during 1996 and 1995 respectively.
          The Company's agreements with Hertz and National are terminable
          on 120 and 90 days' notice with cause, respectively.  The






          termination of either of these relationships would have a
          material adverse effect on the Company.  In addition, individual
          locations covered by the Hertz agreement may be terminated on the
          same notice.  The termination of one or more significant revenue
          producing locations could have a material adverse effect on the
          Company.

          (viii)  Backlog

          At any given period the Company maintains approximately 5,000
          portable cellular telephones available for short-term rentals.
          Due to the varying utilization of the telephones, backlog
          information for the portable rental business cannot be
          quantified.  As of December 31, 1996, the Company has activated
          approximately 5,000 debit lines for Rent A Center, and had a
          backlog of approximately 9,000 additional debit lines to be
          activated, which have since been fulfilled.

          (ix) Government Regulation


          From time to time, legislation and regulations that could
          potentially affect the Company, either beneficially or adversely,
          have been proposed by federal and state legislators and
          regulators.  Management is not aware of any current pending or
          proposed legislation or regulations which, if adopted,  would
          have a material adverse impact on the Company's operations.

          (x)  Competition

          The telecommunications industry in general, and the cellular
          telephone industry in particular, are highly competitive.
          Competitive factors include price, customer service, geographical
          coverage and the ability to increase revenues through marketing.
          The Company's short-term portable service competes with both
          regional and national cellular service companies, some of which
          have substantially more experience and greater financial,
          technical and other resources than the Company.

          In the agency and activation business, the Company faces
          competition mainly from other resellers, mass merchants, carriers
          and agents, many of which may have substantially more experience
          and greater financial, marketing, technical and other resources
          than the Company.

          (xiii) Employees

          As of March 15, 1997, the Company had approximately 192
          employees; 11 in management, 71 in administration, 105 in sales
          and service and 5 in technical positions.  The Company's
          employees are not represented by an union.  The Company believes
          its relations with its employees are satisfactory.








          Item 2.

          Property

          The Company does not own any real estate and has no present plans
          to purchase any real estate.  The Company's principal executive
          offices are leased and are located at 100 Great Meadow Road,
          Suite 102, Wethersfield, Connecticut 06109.

          The Company currently occupies approximately 6,250 square feet
          pursuant to a five year lease agreement expiring in 1999 (the
          `
          `Term'
                '). The Company pays a monthly rent of approximately
          $8,100 during the remainder of the Term.  In addition, the
          Company leases an aggregate of approximately 15,700 square feet
          in certain locations for the purposes of direct sales by its
          sales force for a total monthly rent of approximately $13,000.
          Each of the leased properties is, in management's opinion,
          generally well maintained and is suitable to support the
          Company's business.  The Company does not anticipate a
          significant expansion of its current leased space.

          Item 3.

          Legal Proceedings

          In connection with the Company's purchase of certain assets from
          PTC Cellular, Inc. (`
                              `PTCC'
                                    ') in November 1995, the Company
          delivered a $2 million note to PTCC.  The current principal
          balance on such note was approximately $1,700,000 as of March 24,
          1997, payable in semi-annual installments of $225,000, plus
          interest of 8%, through 1999.  The Company did not pay the
          November 1, 1996 installment due under the note.  Consequently,
          on January 16, 1997, PTCC filed a claim against the Company for
          breach of the note, which claim was filed in the Circuit Court of
          the 11th Judicial Circuit, Dade County, Florida.  Although the
          Company reserves certain defenses to PTCC's claim, it
          subsequently made a partial payment of the missed installment
          payment and is actively in negotiations with PTCC to resolve this
          matter.  In the event that the Company does not reach a
          satisfactory resolution with PTCC, an adverse outcome from this
          claim would be likely to have a material adverse effect to the
          Company's financial condition and cash flows.

          The Company is not involved in any other litigation which,
          individually or in the aggregate, if resolved against the Company
          would be likely to have a material adverse effect on the
          Company's financial condition, results of operations or cash
          flows.

          Item 4.






          Submission of Matters to a Vote of Security Holders

          The annual meeting of stockholders of the Company was held on
          June 12, 1996.  Three matters of business were held to vote for
          the following purposes:  (1) the election of eight directors of
          the Company for the ensuing annual term (`
                                                   `Proposal 1'
                                                               ') (2) the
          amendment of the 1994 Director Option Plan (`
                                                      `Proposal 2'
                                                                  '); and
          (3) the reappointment of the Company's auditors (`
                                                           `Proposal 3'
                                                                       ').
          The following tables provide shareholder election results in
          number of shares:

          Proposal 1
          <TABLE>
          <CAPTION>


          Directors              For                     Withheld
          <S>                    <C>                     <C>
          Anthony D. Autorino    3,226,523               6,000
          Thomas H. Decker       3,225,923               6,600
          William A. DiBella     3,225,923               6,600
          Vincent DiVincenzo     3,226,523               6,000
          Sean P. Hayes          3,226,523               6,000
          Ajit G. Hutheesing     3,226,523               6,000
          Craig A. Marlar        3,225,923               6,600
          Kevin Schottlaender    3,225,923               6,600
          Richard P. Webb        3,225,923               6,600

          </TABLE>

          Proposal 2
                                  For          Against     Abstain
                               3,221,823       6,350        4,350

          Proposal 3

                                  For          Against     Abstain
                               3,227,173       3,100        2,250




                                       PART II

          Item 5.

          Market for Registrant's Common Stock and Related Stockholder
          Matters

          The Company's shares of common stock (trading symbol: STCL) have
          been quoted and traded in the over-the-counter market since April
          21, 1995. Over-the-counter market quotations reflect interdealer
          prices, without retail mark-up, mark-down or commission and may






          not necessarily represent actual transactions.  During 1996 and
          1995, the quarterly high and low closing prices were as follows:

          <TABLE>
          <CAPTION>

                           1996    1996    1995     1995
                           High    Low     High     Low
          <S>              <C>     <C>     <C>      <C>
          First Quarter     4 1/8    1 5/8     n/a     n/a
          Second Quarter    6 1/8    2 3/4       6   3 1/2
          Third Quarter     4 1/4  1 15/16 4 15/32       3
          Fourth Quarter        3    1 1/2   4 1/8   1 5/8

          </TABLE>

          Number of beneficial holders of the Company's common stock as of
          March 6, 1997 was 1,123.




          Item 6.

          Selected Financial Data

          The following table sets forth the selected financial data of the
          Company for each of the last five years.  Financial statements
          for 1993 and 1992 are not presented in this filing.  Such
          selected financial data were derived from audited financial
          statements not included herein.  The selected financial data of
          the Company should be read in conjunction with the Consolidated
          Financial Statements and related notes appearing elsewhere in
          this Form 10-K. All amounts, except per share amounts, are in
          thousands.

          <TABLE>
          <CAPTION>

          Statement of         1996     1995    1994    1993    1992
          Operations-Data:
          <S>                   <C>      <C>     <C>     <C>     <C>
          Revenues            $20,914  $13,613 $10,217  $2,200  $1,394
          Gross margin          7,285    5,026   4,923     596     382
          Total operating
          expenses             14,172    8,015   4,272   1,463     803
          Income (loss) from
          operations          (6,888)  (2,989)     651   (867)   (421)
          Gain on sale of
          division                  -      689       -       -       -
          Loss on
          discontinued
          affiliate                 -      364       -       -       -






          Loss on contract
          cancellation          (980)        -       -       -       -
          Interest expense
          (income)net             906      136      49     (8)     (3)
          Net income (loss)
          before income taxes (8,774)  (2,800)     602   (859)   (418)
          Income taxes           (22)     (48)       -       -       -
          Net income (loss)   (8,796)  (2,848)     602   (859)   (418)
          Preferred stock
          dividends             (113)        -       -       -       -
          Net income (loss)
          applicable to
          common stock        (8,909)  (2,848)     602   (859)   (418)
          Net income (loss)
          per common share     (2.18)   (1.04)    0.28  (0.39)  (0.19)
          Weighted average
          number of shares
          outstanding           4,082    2,748   2,185   2,185   2,185
          Balance Sheet-Data:
          Working Capital
          (deficit)          $(8,975) $(1,851)  $(920)  $(301) $(1073)
          Total assets         14,262   14,378   5,452   3,173   (630)
          Notes payable
          (including current
          portion)              2,579    2,000       -       -      82
          Obligations under
          capital leases
          (including current
          portion)                  -        -       -     190       -
          Other liabilities     8,767    6,290   2,449     687     328
          Indebtedness to
          STFI                     59      985   2,434   4,153   1,219
          Accumulated deficit(13,013)  (4,105) (1,256) (1,858)   (581)
          Stockholders'
          equity    (deficit)   2,857    5,102     569 (1,857)   (989)

          </TABLE>

          Item 7.
          Management's Discussion and Analysis of Results of Operations and
          Financial Condition

          The following management's discussion and analysis of results of
          operations and financial condition include forward-looking
          statements with respect to the Company's future financial
          performance.  These forward-looking statements are subject to
          various risks and uncertainties which could cause actual results
          to differ materially from historical results of those currently
          anticipated.

          Revenues

          Shared Technologies Cellular, Inc.'s revenues rose to a record of






          $20,914,000 in the year ended December 31, 1996, an increase of
          $7,301,000 (54%) over the year ended December 31, 1995 revenues.
          Acquisitions in conjunction with the expansion of the Company's
          existing businesses were the major factors for the growth in
          revenues.

          The portable rental operation had a $5,825,000 (79%) revenue
          increase due to several factors:  In April 1996, the Company
          purchased the portable cellular telephone business of Summit,
          (See Item 1(a) - `
                           `General Development of Business.'
                                                             ') completing
          the Company's ability to be a nationwide provider of portable
          cellular telephones.  This acquisition allowed the Company to
          generate $2,399,000 (33%) in additional revenues in 1996.  The
          Company also generated approximately $1,434,000 (19%) in revenues
          at the 1996 Summer Olympics in Atlanta.  The balance of the
          increase ($1,992,000 or 27%) in the portable rental operation was
          due to the transition of some of the in-car accounts and improved
          penetration at existing locations. As a result of the acquisition
          of certain in-car cellular telephone assets of PTCC as of
          November 1, 1995, the Company generated $2,171,000 (223%) more in
          in-car rental revenues in 1996 than in 1995.  However, due to
          unacceptable profit margins, the Company transitioned the
          existing accounts to portable rentals, and discontinued offering
          in-car cellular telephone rentals in the fourth quarter of 1996.

          The debit, or prepaid, cellular telephone operation was started
          in late 1995 and generated $1,516,000 in revenues in 1996, versus
          $33,000 in 1995.  In late 1996, the Company signed an agreement
          with Rent A Center which was principally responsible for this
          dramatic revenue growth.  This increase in debit revenues were
          offset by a decrease of $856,000 (33%) in activation revenues
          from 1996 to 1995.  This decrease was due to several national
          retailers discontinuing to offer cellular telephone activations
          to their customers.

          The agency operation had revenues of $1,339,000 in 1996, a
          $665,000 increase from 1995.  The increase was due to the
          conversion of the sales force in Connecticut from a resale
          business into an agency operation.  In December 1995, the Company
          sold the resale business to SNET Mobility, Inc.  The resale
          business generated $1,987,000 in revenues in 1995.

          The Company's revenues of $13,613,000 for the year ended December
          31, 1995 represented an increase of $3,396,000 (33%) over the
          year ended December 31, 1994. The increase was mainly due to the
          acquisition of Hotline in May 1995 which generated $2,570,000 of
          revenues in 1995 and the acquisition of certain assets of PTCC in
          November 1995 which generated $972,000 of revenues in 1995. The
          transportation portable rental operation had a $1,898,000 revenue
          increase (58%) due to the Company's continued expansion in the
          number of car rental outlets from which it rents phones, and the
          increased penetration within its existing locations.  This
          increase in the transportation portable rental operation was






          offset by a $2,364,000 decrease in the Company's events portable
          rental operations due principally to the significant ($1,820,000)
          revenue generated by the World Cup in 1994.

          Gross Margin

          Gross margin increased $2,259,000, or 45%, for the year ended
          December 31, 1996 over the year ended December 31, 1995.  As a
          percentage of revenues, gross margin decreased slightly in 1996
          to 35% of revenues from 37% of revenues in 1995.  The decrease
          was the result of significant changes in the Company's revenue
          mix as a result of various acquisitions, the sale of the resale
          business  and the rapid growth of the debit business. In
          addition, the in-car rental operation showed a dramatic decrease
          in its gross margin as a result of decreasing revenues offset by
          fixed costs and significant amounts of fraudulent phone usage,
          which the Company was forced to absorb.  The following chart
          summarizes the impact of these changes on gross margins for both
          1996 and 1995:

          <TABLE>
          <CAPTION>

                             1996      1996     1995       1995
                             Revenues  Gross    Revenues   Gross
                                       Margin              Margin
          <S>                <C>       <C>      <C>        <C>
          Portable Rental          63%      43%        54%     43%
          In Car Rental            15%     (1%)         7%     28%
          Debit                     7%      20%         0%      0%
          Activation                8%      23%        19%     25%
          Agency                    7%      67%         5%     68%
          CT Resale                 0%       0%        15%     23%
          Total                   100%      35%       100%     37%

          </TABLE>

          Gross margin decreased in 1995 to 37% of revenues from 48% of
          revenues in 1994.  The decrease was the result of significant
          changes in the Company's revenue mix in 1995 as a result of the
          Hotline and PTCC in-car acquisitions in 1995.  Both the Hotline
          and the in-car operations achieved lower gross margins
          (approximately 25% and 28% respectively) than the portable rental
          operation.  In addition, in 1994 the World Cup generated higher
          than normal gross margins as compared to other short-term
          cellular telephone rentals.

          Operating Expenses

          Operating expenses increased to $14,172,000 for the year ended
          December 31, 1996 compared to $8,015,000 for the year ended
          December 31, 1995.  As a percentage of revenues, operating
          expenses increased to 68% for the year ended 1996 from 59% for






          the year ended 1995.  Part of this increase as a percentage of
          revenue was due to the conversion of the resale operation into an
          agency operation at the beginning of 1996. Although operating
          expenses for this group were similar for the two years, as a
          percentage of revenues, the expenses went from 19% in 1995 to 47%
          in 1996.  However, due to better margins in the agency
          operations, the group generated more operating profits in 1996
          than in 1995.  If the resale operation had been converted into an
          agency business at the beginning of 1995, operating expenses for
          the Company in 1995 would have been 65% of revenues, making the
          1996 percentage in line with the prior year.  However, had the
          Company not had several extraordinary operating expenses in 1996,
          which should not be repeated in 1997, the 1996 percentage would
          have dropped to approximately 52%.  The following are the
          extraordinary operating expenses incurred by the Company in 1996.

          The Company's events division rents cellular telephones on a
          short-term basis at special events such as conventions and
          sporting events.  Due to the significant overhead requirements
          for this division, the Company decided to consolidate the
          division into its existing portable rental operations at mid
          year.  Operating expenses for the events division were
          approximately $1,300,000 in 1996, representing over 120% of the
          revenues generated.  Prior to the consolidation, the events
          division had approximately 30 employees, most of which were
          terminated in the consolidation.  Consequently, the majority of
          the operating expenses incurred in 1996 should not be repeated in
          1997.

          Operating expenses in 1996 included over $1,000,000 related to
          the in-car operation.  As previously discussed, the Company began
          transitioning the existing in-car accounts to portable rentals
          and discontinued offering in-car rentals in the fourth quarter of
          1996 and terminated the approximately 20 employees and
          substantially all of the related expenses associated with the in-
          car operation.

          The Company also invested approximately $600,000 in the expansion
          of the portable rental operation into the international airlines
          business.  These expenses were incurred in an effort to start-up
          and market its rental services through various worldwide
          airlines, primarily focusing on international travelers who
          cannot use their cellular phones in the United States.  The
          Company was successful in obtaining contract with two (2) major
          international airlines during 1996, and should start to generate
          substantial revenues in 1997.  These significant costs should not
          be repeated in 1997, and, as revenues from the airlines business
          begin to increase in 1997, operating expenses should become a
          significantly smaller percentage of revenues.

          Operating expenses in 1996 include approximately $500,000 related
          to the start up and expansion of debit or prepaid cellular
          services.  Due to the dramatic sales growth of this operation,






          5,000 lines activated through the end of 1996 with an additional
          9,000 lines on backorder, the significant  increase in operating
          expenses incurred in 1996 are expected to continue into 1997.
          However, the Company has created an infrastructure which can
          accommodate significant revenue growth without the addition of
          significant operating costs.  These benefits should be realized
          in 1997.

          Another significant operating expense incurred by the Company was
          the provision for bad debts.  The bad debt expense was $1,772,000
          in 1996, $1,249,000 in 1995 and $308,000 in 1994.  As a
          percentage of revenues, the provision was 8% in 1996, 9% in 1995
          and 3% in 1994.  The significant increase from 1994 to 1995 in
          bad debts as a percentage of revenues was due to a change in the
          Company's marketing approach.  The Company negotiated with
          various car rental companies to allow the car rental company
          employees to deal directly with the Company's customers. This
          allowed the Company to significantly expand the number of
          locations renting its cellular telephones, thereby increasing the
          Company's revenues.  However, as a result of the  change in the
          marketing approach, the Company was exposed to an increased level
          of credit risk which resulted in an increase in bad debts
          realized during 1996 and 1995.  The Company continues to work
          closely with its car rental company partners to improve the
          integration of specific information between the Company and the
          car rental companies computer systems, in an effort to reduce the
          credit risk.

          In general, the Company is anticipating additional revenues in
          1997 from the transition of the in-car accounts into portable
          rental outlets, the expansion of the airline business and the
          rapid growth of the debit cellular service.  Those additional
          revenues, together with the above-mentioned reductions in
          operating expenses should reduce operating expenses as a whole,
          as well as, operating expenses as a percentage of revenues in
          1997.

          Operating expenses increased to $8,015,000 for the year ended
          December 31, 1995, compared to $4,273,000 for the year ended
          December 31, 1994.  As a percentage of revenue, operating
          expenses increased to 59% for the year ended December 31, 1995,
          compared to 42% for the year ended 1994.  The increase in
          operating expense can be attributed to several factors.  One
          reason is the acquisitions completed in 1995.  In May 1995, the
          Company acquired Hotline which allowed STC to enter the
          activation and debit cellular business.  STC incurred
          approximately $772,000 in operating expenses in 1995 related to
          Hotline.  In November 1995, the Company acquired certain assets
          of PTCC, one of the largest in-car cellular telephone providers.
          The Company incurred an additional $542,000 in operating expenses
          in 1995 with the in-car operation.  In addition to investing in
          the acquisitions, during 1995 the Company also invested in the
          expansion of its existing businesses.  Operating expenses in the






          portable rental operations more than doubled from the prior year,
          to $2,883,000, as a result of an increase in the number of car
          rental outlets from which it rents phones.  The events division
          incurred approximately $1,040,000 in operating expenses in its
          attempt to increase short-term rentals at special events such as
          conventions and sporting events.  In addition, the Company made
          significant investments in its infrastructure to ensure long-term
          growth and stability.  In general, the Company increased the
          number of employees from approximately 88 at the beginning of
          1995 to approximately 200 employees at the end of 1995.

          Interest Expense

          Interest expense increased significantly to $906,000 for the year
          ended December 31, 1996 compared to $136,000 for the year ended
          December 31, 1995.  This increase was mainly due to debt incurred
          as a result of the acquisition of certain assets from PTCC and
          Summit.  In addition, the Company recorded a $491,000  accrual
          related to estimated interest payments to taxing authorities that
          may arise from certain taxes that are in arrears.

          Loss on Contract Cancellation

          As part of the acquisition of certain assets of PTCC, the Company
          made a commitment to make an investment in the new telephone
          technology for the in-car business.  Consequently, the Company
          entered into a contract with a vendor to build new in-car
          cellular telephones with the revised state of the art technology
          developed by the Company.  When the Company determined that the
          in-car business could not justify the significant investment
          needed to purchase the next generation of in-car cellular
          telephones, the Company negotiated with the vendor to terminate
          the contract.

          Gain or Sale of Assets

          Effective December 26, 1995, the Company sold its resale business
          to SNET Mobility, Inc. (`
                                  `Mobility'
                                            ').  The sale included the
          Company's customer accounts relating to the resale business and
          the corresponding accounts receivable for approximately $1.1
          million in cash.  The Company realized a gain on the sale of
          approximately $689,000.  Subsequent to the sale of the resale
          business, the Company entered into an agreement with a local
          cellular carrier to serve as an agent, providing cellular
          activations as well as mobile equipment sales and service.


          Loss of Discontinued Affiliate

          In December 1995, the Company's affiliate, SafeCall, Inc., ceased
          its operations.  Amounts previously advanced to the affiliate
          were written off.






          Preferred Stock Dividends

          In 1996, the Company issued preferred stock dividends totaling
          $112,603 to the shareholders of the Series A Stock, payable in
          11,260 additional shares of Series A Stock.  The outstanding
          Series A Stock as of May 14, 1996 was converted into 1,146,450
          shares of the Company's Common Stock.

          Liquidity and Capital Resources

          The Company had a working capital deficit of  $8,975,000 as of
          December 31, 1996, compared to a deficit of $1,851,000 as of
          December 31, 1995.  Stockholders' equity at December 31, 1996 was
          $2,857,000, compared to $5,102,000 at December 31, 1995.

          Net cash used in operations increased to $5,043,000 for the year
          ended December 31, 1996, compared to $798,000 for the year ended
          December 31, 1995.  This increase in cash used in operations was
          mainly due to the $8,796,000 net loss incurred during 1996 offset
          by noncash items, such as depreciation and amortization, and
          provision for bad debts.  The cash used in operations for 1995
          was mainly due to the $2,848,000 net loss and $364,000 loss on
          discontinued affiliates, offset by the $689,000 gain on the sale
          of the resale business and such noncash items as depreciation and
          amortization, and provision for bad debts.

          The Company continued to focus its investment activities on the
          purchase and enhancements of its equipment, and on growth through
          acquisitions.  During the year ended December 31, 1996, the
          Company invested $953,000 in the purchase of equipment.  The
          Company also paid $335,000 at the closing of the Summit
          acquisition. In addition, the Company invested approximately
          $329,000 in enhancements to the cellular telephone software which
          the Company will be able to utilize for various applications,
          such as remote retail activations. The Company also invested
          approximately $230,000 to sign long-term contracts with various
          airline companies.  These amounts were partially offset by
          $1,078,000 received on the note receivable from the sale of the
          resale business. In 1995, the Company invested approximately
          $1,047,000 to complete the Hotline and PTCC acquisitions in May
          1995 and November 1995, respectively.  The Company also invested
          $342,000 in the purchase of portable cellular equipment.

          Financing activities were primarily focused on raising capital to
          meet the obligations incurred with the various acquisitions and
          for working capital. The Company issued 380,000 shares of Series
          B Stock through a private placement, which generated net proceeds
          of approximately $3,633,000, in addition to the exchange of
          $1,200,000 of amounts previously advanced from STFI for an
          additional 120,000 shares of Series B Stock.  In addition, the
          Company raised $730,000, net of expenses, through the sale of
          250,000 Units.  A portion of the proceeds from both financing
          activities was used to repay some of the obligations incurred






          from the acquisition of certain assets of both PTCC and Summit.
          In 1995, the Company raised cash of approximately $3,591,000, net
          of expenses, with the completion of its initial public offering
          in April 1995, and $2,686,000, net of expenses, with the private
          placement of Series A Preferred Stock in December 1995.

          Cash requirements for the foreseeable future will include funds
          needed to sustain the cash used in operations and for existing
          obligations arising from completed acquisitions. Subsequent to
          year end, the Company raised $750,000 as a result of the sale of
          an additional 250,000 of the aforementioned Units.  The Company
          is currently in default on payments to PTCC for the principal on
          the promissory note issued in conjunction with the acquisition.
          The balance at March 27, 1996 on this note is approximately
          $1,700,000.  Management believes that an additional infusion of
          cash via either debt or equity will be necessary.  Management
          does not believe that, at this time, existing operations can
          generate sufficient cash to sustain operations as well as meet
          its existing obligations.


          Item 8.
          Financial Statements and Supplementary Data
          Attached.

          Item 9.

          Changes in and Disagreements with Accountants in Accounting and
          Financial Disclosure.

          None






               SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY




               INDEX TO  CONSOLIDATED  FINANCIAL  STATEMENTS  AND  SCHEDULE
          (ITEM 8)




                                                                Page


          Financial Statements:
               Independent Auditors' Report                      F-2
               consolidated Balance Sheets                       F-3
               Consolidated Statements of Operations             F-4
               Consolidated Statements of Stockholders' Equity   F-5
               Consolidated Statements of Cash Flows             F-6-7
               Notes to Consolidated Financial Statements        F-8-21

          Financial Statement Schedule:
               Schedule VIII - Valuation and Qualifying Accounts
          for the Years Ended December 31, 1996, 1995 and 1994   S-1



          Note:
          (a)  All other schedules are  not submitted because they are  not
          applicable, not required or the required information is  included
          in the consolidated financial statements or notes thereto.



















                                         F-1

               INDEPENDENT AUDITORS' REPORT

          To the Stockholders and Board of Directors of
          Shared Technologies Cellular, Inc.

          We have audited the  accompanying consolidated balance sheets  of
          Shared Technologies Cellular, Inc. and Subsidiary as of  December
          31, 1996  and 1995  and the  related consolidated  statements  of
          operations, stockholders' equity and cash  flows for each of  the
          three years  in  the  period  ended  December 31,  1996.    These
          financial statements  are  the responsibility  of  the  Company's
          management.  Our responsibility is to express an opinion on these
          consolidated financial statements based on our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform the audit  to obtain reasonable  assurance about  whether
          the financial statements are free  of material misstatement.   An
          audit includes examining,  on a test  basis, evidence  supporting
          the amounts  and disclosures  in the  financial statements.    An
          audit also includes assessing the accounting principles used  and
          significant estimates made by  management, as well as  evaluating
          the overall financial  statement presentation.   We believe  that
          our audits provide a reasonable basis for our opinion.

          In our  opinion,  the  financial  statements  referred  to  above
          present  fairly,  in  all  material  respects,  the  consolidated
          financial position  of  Shared Technologies  Cellular,  Inc.  and
          Subsidiary as of December 31, 1996  and 1995, and the results  of
          their operations and their cash flows for each of the three years
          in  the  period  ended  December 31,  1996,  in  conformity  with
          generally accepted accounting principles.

          The accompanying  consolidated  financial  statements  have  been
          prepared assuming  that  the Company  will  continue as  a  going
          concern.   As discussed in  Note 3 to the consolidated  financial
          statements, the Company's  significant operating losses,  default
          on  a  promissory  note,  and  working  capital  deficits   raise






          substantial doubt  about  its  ability to  continue  as  a  going
          concern.  Management's plans in regard to these matters are  also
          described in Note  3.  The  consolidated financial statements  do
          not include any adjustments that might result from the outcome of
          this uncertainty.

          Our audits were made for the purpose of forming an opinion on the
          basic consolidated financial  statements taken as  a whole.   The
          schedule listed  in  the  index on  Page  F-1  is  presented  for
          purposes  of   complying  with   the  Securities   and   Exchange
          Commission's rules  and is  not part  of the  basic  consolidated
          financial statements.   This schedule has  been subjected to  the
          auditing  procedures  applied   in  the  audits   of  the   basic
          consolidated financial  statements and,  in our  opinion,  fairly
          states, in all material respects, the financial data required  to
          be set  forth  therein  in relation  to  the  basic  consolidated
          financial statements taken as a whole.



                                        ROTHSTEIN, KASS & COMPANY, P.C.


          Roseland, New Jersey
          March 11, 1997










                                         F-2

          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY

          CONSOLIDATED BALANCE SHEETS
          December 31, 1996 and 1995

          <TABLE>
          <CAPTION>
          ASSETS                                   1996                    1995
          <S>                                       <C>                     <C>
          Current Assets:
          Cash                                 $143,621              $2,541,827
          Accounts receivable
          less allowance for
          doubtful accounts of
          $1,392,176 in 1996 and
          $684,875 in 1995                    1,621,317               1,172,671






          Carrier commissions
          receivable, less
          unearned income                        52,967                 452,610
          Inventories                            79,529                  49,076
          Current portion of
          note receivable                        39,474                  59,136
          Prepaid expenses and
          other current assets                  132,813                 471,356
          Receivable from sale
          of assets                                   -               1,077,856
          Total current assets                2,069,721               5,824,532
          Telecommunications and
          office equipment, less
          accumulated
          depreciation                        2,130,713               2,157,685
          Other assets:
          Intangible assets,
          less accumulated
          amortization                        9,322,373               6,129,101
          Deposits                              373,074                 142,080
          Note receivable, less
          current portion                       118,994                 124,407
          Assets held for
          disposition                           247,418                       -
                                             10,061,859               6,395,588
                                            $14,262,293             $14,377,805
          LIABILITY AND
          STOCKHOLDERS' EQUITY:
          Current liabilities:
          Current portion of
          notes payable                      $2,218,406                $400,000
          Accounts payable and
          other current
          liabilities                         8,718,814               5,838,718
          Commissions payable                    48,441                 452,611
          Due to parent                          58,809                 984,592
          Total current
          liabilities                        11,044,470               7,675,921
          Notes payable, less
          current portion                       360,417               1,600,000
          Commitments and
          Contingencies
          Stockholders' Equity:
          Preferred stock, $.01
          par value, Series A
          Convertible,
          authorized, issued and
          outstanding none and
          300,000 shares                              -                   3,000
          Preferred stock, $.01
          par value, Series B
          Convertible,
          authorized 1,250,000






          shares, issued and
          outstanding 500,000
          shares and none                         5,000                       -
          Common stock, $.01 par
          value, authorized
          20,000,000 shares,
          issued and outstanding
          4,862,737 shares and
          3,089,189 shares                       48,628                  30,892
          Common stock
          subscription                                                    5,000
          Capital in excess of
          par value                          15,816,979               9,172,583
          Accumulated deficit              (13,013,201)             (4,104,591)
          Note receivable
          arising from stock
          purchase agreement                          -                 (5,000)
          Total Stockholders'
          Equity                              2,857,406               5,101,884
                                            $14,262,293             $14,377,805
          </TABLE>
          See accompanying notes to consolidated financial statements













                                         F-3


          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS
          Years Ended December 31, 1996, 1995 and 1994
          <TABLE>
          <CAPTION>
                                    1996          1995           1994
          <S>                        <C>           <C>            <C>
          Revenues           $20,913,969   $13,613,161    $10,217,300
          Cost of             13,629,248     8,587,272      5,293,845
          revenues
          Gross margin         7,284,721     5,025,889      4,923,455
          Selling,
          general and
          administrative      14,172,415     8,015,184      4,272,786
          expenses
          Income (loss)
          from operations    (6,887,694)   (2,989,295)        650,669
          Other income
          (expense):
          Interest             (906,385)     (136,395)       (48,659)
          expense
          Gain on sale of
          assets                       -       689,480              -
          Loss on
          discontinued                 -     (364,327)              -
          affiliate
          Loss on
          contract             (979,631)             -              -
          cancellation
                             (1,886,016)       188,758       (48,659)
          Income (loss)
          before income      (8,773,710)   (2,800,537)        602,010
          taxes
          Income taxes          (22,297)      (47,924)              -
          Net income         (8,796,007)   (2,848,461)        602,010
          (loss)
          Preferred stock
          dividends            (112,603)             -              -
          Net income
          (loss)
          applicable to     $(8,908,610)  $(2,848,461)       $602,010
          common stock
          Income (loss)






          per common             $(2.18)       $(1.04)           $.28
          share
          Weighted
          average number
          of common            4,082,000     2,748,000      2,185,000
          shares
          outstanding
          </TABLE>
          See accompanying notes to consolidated financial statements




















                                         F-4



          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          <TABLE>
          <CAPTION>
                             Series A     Series A    Series B   Series B
                             Preferred    Preferred   Preferred  Preferred
                             Stock        Stock       Stock      Stock
                             Shares       Amount      Shares     Amount
          <S>                <C>          <C>         <C>        <C>
          Balances, January
          1, 1994                      -            $         -          $
          Common stock
          issued for
          services
          Transfer of
          investment of
          parent
          Issuance of common
          stock
          Contribution to






          capital by parent
          Common stock
          subscription
          Net income
          Balances, December
          31, 1994           -            -           -          -
          Issuance of stock      300,000        3,000
          Contribution to
          capital by parent
          Issuance of common
          stock for
          acquisitions
          Acquisition of
          common stock
          Net loss
          Balances, December
          31, 1995               300,000        3,000         -          -
          Issuance of stock                             500,000      5,000
          Preferred stock
          dividend                11,260          113
          Conversion of
          preferred stock      (311,260)      (3,113)
          Issuance of common
          stock for
          acquisitions
          Common stock
          subscriptions
          Net loss
          Balances, December
          31, 1996                     -           $-   500,000     $5,000
          </TABLE>
          See accompanying notes to consolidated financial statements

                                         F-5








          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          <TABLE>
          <CAPTION>
                            Common       Common      Common    Capital in
                            Stock        Stock       Stock     Excess
                            Shares       Amount      Subscrip  of Par
                                                     tion      Value
          <S>               <C>          <C>         <C>       <C>
          Balances, January
          1, 1994                 67,973        $680        $-          $-
          Common stock
          issued for
          services               207,119       2,071                14,429
          Transfer of
          investment of
          parent                                                   108,136
          Issuance of                                             (17,929)
          common stock         1,795,478      17,955
          Contribution to
          capital by parent                                      1,700,000
          Common stock
          subscription                                   5,000
          Net income
          Balances,
          December 31, 1994    2,070,570      20,706     5,000   1,804,636
          Issuance of stock      950,000       9,500             6,084,633
          Contribution to
          capital by parent                                      1,184,000
          Issuance of
          common stock for       150,000       1,500               473,500
          acquisitions
          Acquisition of
          common stock          (81,381)       (814)             (374,186)
          Net loss
          Balances,
          December 31, 1995    3,089,189      30,892     5,000   9,172,583
          Issuance of stock      264,335       2,643             5,588,886
          Preferred stock
          dividend                                                 112,490
          Conversion of
          preferred stock      1,146,450      11,465               (8,352)
          Issuance of
          common stock for       300,000       3,000               947,000
          acquisitions
          Common stock
          subscriptions           62,763         628   (5,000)       4,372
          Net loss:
          Balances,
          December 31, 1996    4,862,737     $48,628           $15,816,979
          </TABLE>






          See accompanying notes to consolidated financial statements
                                         F-5







          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          <TABLE>
          <CAPTION>
                            Accumulated    Note      Total
                            Deficit        receivab  Stockholders
                                           le        ' Equity
          <S>               <C>            <C>       <C>
          Balances, January
          1, 1994             $(1,858,140)        $-  $(1,857,460)
          Common stock
          issued for                                        16,500
          services
          Transfer of
          investment of                                    108,136
          parent
          Issuance of
          common stock                                          26
          Contribution to
          capital by parent                              1,700,000
          Common stock
          subscription                       (5,000)
          Net income               602,010                 602,010
          Balances December
          31, 1994             (1,256,130)   (5,000)       569,212
          Issuance of stock                              6,097,133
          Contribution to
          capital by parent                              1,184,000
          Issuance of
          common stock for                                 475,000
          acquisitions
          Acquisition of
          common stock                                   (375,000)
          Net loss             (2,848,461)             (2,848,461)
          Balances,
          December 31, 1995    (4,104,591)   (5,000)     5,101,884
          Issuance of stock              -               5,596,529
          Preferred stock
          dividend               (112,603)                       -
          Conversion of
          preferred stock                -                       -
          Issuance of
          common stock for               -                 950,000
          acquisitions
          Common stock
          subscriptions                  -     5,000         5,000
          Net loss             (8,796,007)             (8,796,007)
          Balances,
          December 31, 1996  $(13,013,201)        $-    $2,857,406

          </TABLE>
          See accompanying notes to consolidated financial statements






















                                         F-5






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CASH FLOWS
          Years Ended December 31, 1996, 1995 AND 1994.
          <TABLE>
          <CAPTION>
                           1996              1995              1994
          <S>              <C>               <C>               <C>
          Cash flows from
          operating
          activities:
          Net income loss)      $(8,796,077)     $(2,848,461)          $602,010
          Adjustment to
          reconcile net
          income (loss) to
          net cash
          provided by
          (used in)
          operating
          activities:
          Depreciation and
          amortization             1,683,938        1,085,685           578,843
          Provision for
          doubtful                 1,771,918        1,248,620           307,617
          accounts
          Common stock
          issued for
          compensation and            39,821                             16,500
          services
          Accretion of
          interest on                 30,231
          notes payable
          Gain on sale of
          franchise                                                   (202,033)
          Gain on sale of
          assets                                    (689,480)
          Loss on
          discontinued                                364,327
          affiliate
          Changes in
          assets and
          liabilities, net
          of effect of
          acquisitions:
          Accounts               (2,200,564)      (1,409,378)       (1,170,369)
          receivable
          Inventories               (30,453)         (51,375)           (3,706)
          Carrier
          commissions                399,643           13,259
          receivable
          Prepaid expenses
          and other                  338,543        (238,867)          (68,859)
          current assets
          Accounts payable






          and other
          current                  2,124,032        1,748,965         1,637,265
          liabilities
          Commissions              (404,170)         (21,209)
          payable
          Net cash
          provided by
          (used in)              (5,043,068)        (797,914)         1,697,268
          operating
          activities
          Cash flows from
          investing
          activities:
          Acquisitions of
          businesses               (335,415)      (1,046,933)
          Purchases of
          equipment                (953,260)        (342,314)         (726,507)
          Payments for
          deposits                 (230,994)         (52,521)          (17,684)
          Payments for
          intangible               (514,234)        (612,346)         (527,366)
          assets
          Collection of
          receivable from
          sale of assets           1,077,856
          Collections of
          note receivable             45,000           18,490
          Net cash used in
          investing                (911,047)      (2,035,684)       (1,271,557)
          activities
          Cash flows from
          financing
          activities:
          Payments on
          capital lease                                               (175,595)
          obligations
          Payments on
          notes payable          (1,080,016)                           (86,250)
          Advances from
          (payments to)              274,217        (265,545)           115,626
          parent
          Deferred
          registration                                                (182,135)
          costs
          Payments to                               (273,531)          (90,796)
          affiliate
          Issuance of
          common and               4,361,708        6,279,268
          preferred stock
          Acquisition of
          common stock                              (375,000)
          Net cash
          provided by






          (used in)                3,555,909        5,365,192         (419,150)
          financing
          activities
          Net increase
          (decrease) in          (2,398,206)        2,531,594             6,561
          cash
          Cash, beginning
          of year                  2,541,827           10,233             3,672
          Cash,end of year          $143,621       $2,541,827           $10,233
          </TABLE>

          See accompanying notes to consolidated financial statements
                                         F-6






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
          Years Ended December 31, 1996, 1995 AND 1994.
          <TABLE>
          <CAPTION>
                                            1996             1995          1994
          <S>                                <C>              <C>           <C>
          Supplemental
          disclosures of cash
          flow information:
          Cash paid during
          the year for:
          Interest                      $280,468          $75,620       $65,372
          Income taxes                   $20,322          $47,924            $-
          Supplemental
          schedules of
          noncash investing
          and financing
          activities:
          Transfer of
          investment to                       $-               $-      $108,136
          parent
          Note received for
          sale of franchise                   $-               $-      $202,033
          Contribution to
          capital in excess
          of par value of due                 $-       $1,184,000    $1,700,000
          to parent
          Cost of intangible
          assets included in
          accounts payable               $87,500         $203,074      $202,985
          Note received for
          sale of assets                      $-       $1,077,856            $-
          Issuance of common
          stock for                     $950,000         $475,000            $-
          acquisitions
          Note payable
          incurred for                $1,139,000       $2,000,000            $-
          acquisitions of
          assets
          Issuance of Series
          B Convertible
          Preferred Stock in
          exchange for amount         $1,200,000               $-            $-
          due to parent
          Preferred stock
          issued for
          preferred stock               $112,603               $-            $-
          dividend
          </TABLE>
          See accompanying notes to consolidated financial statements
                                         F-7







          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 1 -Nature of Operations

                  Shared Technologies Cellular, Inc. (STC) together with
                  its subsidiary (collectively the "Company") is a
                  nationwide provider of short-term cellular telephone
                  services, activation services and debit telephone
                  services in the United States.

                  The Company's operations are subject to regulation by
                  the Federal Communications Commission (FCC), which has
                  generally preempted the regulatory jurisdiction of state
                  agencies with respect to the business which the Company
                  is engaged in.

          NOTE 2 -Summary of Significant Accounting Policies

                  Principles of Consolidation

                  The consolidated financial statements include the
                  accounts of STC and its wholly-owned subsidiary.  All
                  material intercompany accounts and transactions have
                  been eliminated in consolidation.

                  Cash

                  The Company maintains its cash in bank deposit accounts,
                  which at times, may exceed federally insured limits.
                  The Company has not experienced any losses in such
                  accounts and believes it is not subject to any
                  significant credit risk on cash.

                  Fair Value of Financial Instruments

                  The fair value of the Company's assets and liabilities
                  which qualify as financial instruments under Statement
                  of Financial Accounting Standards No. 107 approximate
                  the carrying amounts presented in the consolidated
                  balance sheets.

                  Inventories

                  Inventories consisting of telecommunications equipment
                  and parts expected to be sold to customers, are valued
                  at the lower of cost, on the first-in, first-out method
                  (FIFO), or market.

                   Carrier Commissions Receivable

                  Carrier commissions receivable are due from cellular






                  carriers for new cellular telephone line activations.
                  The commissions are earned only after the cellular
                  telephone user has remained on the cellular telephone
                  network for a specified period of time (vesting period).
                  The Company records an allowance, as a reduction to
                  carrier commissions receivable, for estimated
                  cancellations of cellular service by the user, prior to
                  the end of the aforementioned vesting period.














                                         F-8






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 2 -Summary of Significant Accounting Policies (Continued)

                  Impairment of Long-Lived Assets

                  The Company reviews its long-lived assets, such as
                  telecommunications and office equipment, identifiable
                  intangibles and goodwill, for impairment whenever events
                  or changes in circumstances indicate that the carrying
                  amount of the assets may not be fully recoverable.  To
                  determine recoverability of its long-lived assets, the
                  Company evaluates the probability that future
                  undiscounted net cash flows, without interest charges,
                  will be less than the carrying amount of the assets.
                  Impairment is measured at fair value.

                  Telecommunications and Office Equipment

                  Telecommunications and office equipment are stated at
                  cost.  The Company records depreciation on the straight-
                  line method over the estimated useful lives of the
                  assets as follows:

                    Telecommunications equipment  2-5 years
                    Office equipment              3-5 years

                  Intangible Assets

                  Goodwill represents the excess of cost over the net
                  assets of acquired businesses and is amortized over
                  periods ranging from 15 to 20 years from the respective
                  acquisition dates.  The Company monitors the cash flows
                  of the acquired operations to assess whether any
                  impairment of recorded goodwill has occurred.

                  Deferred start-up costs relate to costs associated with
                  the opening of new cellular telephone rental locations
                  throughout the United States.  These costs are amortized
                  on a straight-line basis over 12 months.

                  Certain agreements are amortized on the straight-line
                  basis over the life of the respective agreements,
                  ranging from five to six years.

                     Capitalized Software Development Costs

                  Capitalized software development costs, including
                  significant product enhancements incurred subsequent to
                  establishing technological feasibility in the process of
                  software production are capitalized according to






                  Statement of Financial Accounting Standards No. 86.
                  Costs incurred prior to the establishment of
                  technological feasibility are charged to research,
                  product development, and support expenses.  Capitalized
                  software development costs are amortized using the
                  straight-line method over a five year period.

















                                         F-9






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 2 -Summary of Significant Accounting Policies (Continued)

                  Advertising Costs

                   The Company generally expenses costs of advertising and
                   promotions as incurred.

                  Advertising expenses included in selling, general and
                  administrative expenses for the years ended December 31,
                  1996, 1995 and 1994 were approximately $153,000,
                  $137,000 and $113,000, respectively.

                  Income Taxes

                  The Company filed its federal income tax returns on a
                  consolidated basis with its parent through April 1995,
                  the date of its initial public offering ("IPO").
                  Subsequent to April 1995, the Company's income tax
                  returns are being be filed on a separate return basis.

                  The Company complies with Statement of Financial
                  Accounting Standards No. 109 (SFAS No.109), "Accounting
                  for Income Taxes", which requires an asset and liability
                  approach to financial reporting for income taxes.
                  Deferred income tax assets and liabilities are computed
                  for differences between the financial statement and tax
                  basis of assets and liabilities that will result in
                  taxable or deductible amounts in the future, based on
                  enacted tax laws and rates applicable to the periods in
                  which the differences are expected to affect taxable
                  income.  Valuation allowances are established, when
                  necessary, to reduce the deferred tax assets to the
                  amount expected to be realized.

                  Income (Loss) Per Common Share

                  Primary income (loss) per common share is computed by
                  deducting preferred stock dividends from net income
                  (loss).  The resulting net income (loss) is applicable
                  to common stock, which is then divided by the weighted
                  average number of common shares outstanding after giving
                  effect to the stock splits referred to in Note 11.  The
                  weighted average for all periods prior to the IPO
                  include shares issued within the twelve month period of
                  the IPO, including those issued through the subscription
                  agreement (Note 11) and those issued through the
                  Company's Stock Option Plan, at a price less than the
                  public offering price.






                  Fully diluted income (loss) per common share is computed
                  by dividing net income applicable to common stock by the
                  weighted average number of common and common equivalent
                  shares and the effect of preferred stock conversions, if
                  dilutive.  Fully diluted income (loss) per common share
                  is substantially the same as primary income (loss) per
                  common share for the years ended December 31, 1996, 1995
                  and 1994.

                                        F-10






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 2 -Summary of Significant Accounting Policies (Continued)

                    Use of Estimates

                  The preparation of the consolidated financial statements
                  in conformity with generally accepted accounting
                  principles requires management to make estimates and
                  assumptions that affect the reported amounts of assets
                  and liabilities and disclosure of contingent assets and
                  liabilities at the date of the consolidated financial
                  statements and the reported amounts of revenues and
                  expenses during the reporting period.  Actual results
                  could differ from those estimates.

                  Newly Issued Accounting Standard

                  On March 3, 1997, the Financial Accounting Standards
                  Board released Statement No.128 (SFAS No. 128),
                  "Earnings Per Share".  SFAS No. 128 requires dual
                  presentation of basic and diluted earnings per share on
                  the face of the income statement for all periods
                  presented.  Basic earnings per share excludes dilution
                  and is computed by dividing income available to common
                  stockholders by the weighted average number of common
                  shares outstanding for the period.  Diluted earnings per
                  share reflects the potential dilution that could occur
                  if securities or other contracts to issue common stock
                  were exercised or converted into common stock or
                  resulted in the issuance of common stock that then
                  shared in the earnings of the entity.  Diluted earnings
                  per share is computed similarly to fully diluted
                  earnings per share pursuant to Accounting Principles
                  Board Opinion No. 15.  SFAS No. 128 is effective for
                  fiscal years ending after December 15, 1997, and when
                  adopted, it will require restatement of prior years'
                  earnings per share.

                  Since the effect of outstanding options is antidilutive,
                  they have been excluded from the Company's computation
                  of net income (loss) per share.  Accordingly, management
                  does not believe that SFAS No. 128 will have a material
                  impact upon historical net income (loss) per share as
                  reported.

          NOTE 3 -  Uncertainty - Ability to Continue as a Going Concern

                  The Company's consolidated financial statements have
                  been prepared on the basis that it is a going concern,
                  which contemplates the realization of assets and the






                  satisfaction of liabilities in the normal course of
                  business.  The Company has incurred net losses of
                  approximately $8,796,000 and $2,848,000 for the years
                  ended December 31, 1996 and 1995, respectively, is in
                  default of a promissory note with a balance due of
                  $1,800,000, and has a working capital deficit of
                  approximately $8,975,000 at December 31, 1996.  The
                  Company is in the process of seeking additional equity
                  or debt financing.  Continuation of the Company as a
                  going concern is dependent on its ability to resolve its
                  liquidity problem, obtain credit and attain profitable
                  operations.  The financial statements do not include any
                  adjustments that might result from this uncertainty.

                                        F-11






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 4 -  Acquisitions

                  In April 1996, the Company completed its acquisition of
                  substantially all of the assets of its only franchisee,
                  Summit Assurance Cellular Inc. and subsidiaries and
                  affiliates (SAC).  The purchase price was $3,562,662,
                  comprised of $335,415 in cash, the assumption of
                  $668,564 of accounts payable and $655,822 of notes
                  payable, the issuance of a promissory note for $952,861,
                  the issuance of 300,000 shares of the Company's common
                  stock valued at $3.125 per share and warrants to
                  purchase 100,000 shares of the Company's common stock at
                  prices of $3.00, $4.00 and $5.00 per share,
                  respectively.  These warrants, valued at $12,500, vest
                  immediately and expire in three years.

                  In November 1995, STC completed its acquisition of
                  substantially all of the assets of PTC Cellular, Inc.
                  (PTCC).  The purchase price was $3,725,000, comprised of
                  $300,000 in cash, the assumption of $1,200,000 of
                  accounts payable, the issuance of a promissory note of
                  $2,000,000 and the issuance of 100,000 shares of the
                  Company's common stock valued at $2.25 per share.  The
                  agreement provides for a maximum of $2,500,000 of
                  royalty payments, computed at 3% of quarterly revenues
                  generated from certain of the acquired assets.

                  In May 1995, the Company commenced management of, and
                  subsequently acquired the outstanding capital stock of,
                  Cellular Hotline, Inc. (Hotline), a cellular telephone
                  activation service provider.  The purchase price was
                  $617,000, comprised of $217,000 in cash, the assumption
                  of $150,000 of certain indebtedness and the balance
                  through the issuance of 50,000 shares of the Company's
                  common stock (Shares) valued at $5.00 per share.  The
                  former Hotline stockholders had the right to require the
                  Company to repurchase all or a portion of the Shares for
                  $5.00 per share.  In September 1995, the former Hotline
                  stockholders exercised their put option and the Company
                  purchased all the Shares and subsequently retired them.
                  In connection with the acquisition, the Company issued
                  the former Hotline stockholders a three year option to
                  purchase an aggregate of 50,000 shares of the Company's
                  common stock at a price of $7.50 per share.

                  These acquisitions were accounted for as purchases, and
                  the purchase prices were allocated on the basis of the
                  relative fair market values of the net assets acquired
                  and net liabilities assumed, as follows:






                     <TABLE>
                     <CAPTION>
                                                 Hotline        PTCC        SAC
                   <S>                               <C>         <C>        <C>
                   Cash                          $19,462          $-    $20,000
                   Accounts receivable            13,000
                   Commissions
                   receivable,net                465,869
                   Prepaid expenses and
                   other current assets           70,431      61,910
                   Equipment                      50,000   1,806,480    169,600
                   Intangibles                               520,000
                   Excess of cost over net
                   assets acquired               710,264   1,336,610  3,373,062
                   Accounts payable and
                   other current liabilities   (238,206)
                   Commissions payable         (473,820)
                                                $617,000  $3,725,000 $3,562,662

                     </TABLE>
                                        F-12






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 4 -  Acquisitions (Continued)

                  The following unaudited pro forma condensed combined
                  statements of operations for 1996 and 1995 give effect
                  to the acquisitions of SAC, PTCC and Hotline as if they
                  had occurred on January 1 of each year.
                     <TABLE>
                     <CAPTION>

                                                           1996            1995
                   <S>                                      <C>             <C>
                   Revenues                         $21,783,519     $24,828,724
                   Net loss                        $(9,269,212)    $(4,580,591)
                   Net loss applicable to common
                   stockholders                    $(9,381,815)    $(4,580,591)
                   Loss per common share                $(2.25)         $(1.46)

                     </TABLE>



          NOTE 5 -  Telecommunications and Office Equipment

                  Telecommunications and office equipment consist of the
                  following at December 31, 1996 and 1995:
                     <TABLE>
                     <CAPTION>


                                                       1996                1995
                   <S>                                  <C>                 <C>
                   Telecommunications
                   equipment                     $3,298,110          $2,611,128
                   Office equipment                 635,494             503,126
                                                  3,933,604           3,114,254
                   Accumulated                    1,802,891             956,569
                   depreciation
                                                 $2,130,713          $2,157,685

                     </TABLE>



                  Depreciation for the years ended December 31, 1996, 1995
                  and 1994 was $902,413, $537,018 and $327,543,
                  respectively.

                                        F-13






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 6 -  Intangible Assets

                  Intangible assets consist of the following at December
                  31, 1996 and 1995:
                     <TABLE>
                     <CAPTION>
                                                   1996         1995
                  <S>                               <C>          <C>
                  Goodwill                   $8,417,581   $5,023,920
                  Franchise costs                             75,573
                  Deferred start-up costs       902,660      617,500
                  Covenant not to compete       142,373      142,373
                  Rental car agreement          520,000      520,000
                  Capitalized software
                  development costs             890,555      594,579
                                             10,873,169    6,973,945
                  Accumulated amortization    1,550,796      844,844
                                             $9,322,373   $6,129,101

                     </TABLE>

                  Amortization for the years ended December 31, 1996, 1995
                  and 1994 was $781,525, $548,667 and $258,805,
                  respectively.

          NOTE 7 -  Note Receivable

                  In connection with the acquisition of SAC (Note 4), the
                  unpaid balance of a note receivable from SAC of $180,000
                  was renegotiated to a three year non-interest bearing
                  note, due in monthly installments of $5,000 through
                  February 2000.  In discounting the note to $158,468,
                  interest has been imputed at 10% per annum.

          NOTE 8 -  Assets Held For Disposition

                  In connection with the Company's discontinuance of
                  providing In-Car cellular phone services, the Company
                  has recorded, as assets held for disposition, certain
                  telecommunications equipment at its net book value,
                  which approximates fair market value.

          NOTE 9 -  Accounts Payable and Other Current Liabilities

                  Accounts payable and other current liabilities consist
                  of the following at December 31, 1996 and 1995:
                     <TABLE>
                     <CAPTION>






                                                       1996                1995
                   <S>                                  <C>                 <C>
                   Trade                         $6,227,304          $4,465,198
                   Sales and other
                   taxes                          1,684,714             668,610
                   Payroll and payroll
                   taxes                            194,315             110,290
                   Other                            612,418             594,620
                                                 $8,718,814          $5,838,718

                     </TABLE>

                                        F-14






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 10 - Notes Payable


                  Notes payable consist of the following at December 31,
                  1996 and 1995:

                  <TABLE>
                  <CAPTION>

                                                         1996           1995
                  <S>                                     <C>            <C>
                  Promissory note $2,000,000
                  original face amount,
                  bearing interest at 8% per
                  annum and payable in semi-
                  annual principal
                  installments of $225,000
                  through May 2000.  The note
                  is collateralized by          $1,800,000     $2,000,000
                  substantially all of the
                  assets acquired from PTCC
                  Promissory note for the
                  purchase of SAC, non-
                  interest bearing and payable
                  in installments through       292,345
                  February 1997
                  Promissory notes, bearing
                  interest at 10% per annum
                  and payable in monthly
                  installments aggregating      486,478
                  $24,727 through March 2002
                                                2,578,823      2,000,000
                  Less current portion          2,218,406      400,000
                                                $360,417       $1,600,000
                  </TABLE>
                  The Company is currently in default in its payments
                  under the $2,000,000 promissory note and has classified
                  the entire balance due as current (Note 16).

                  Aggregate future principal payments for the next five
                  years are as follows:

                    Year Ending December 31
                         1997                  $2,218,406
                         1998                      79,079
                         1999                      77,085
                         2000                      85,158
                         2001                      94,075






          NOTE 11 - Stockholders' Equity

                  During December 1996, the Company entered into an
                  agreement to issue an aggregate of 500,000 units, at
                  $3.00 per unit, through a private placement.  Each unit
                  consists of one share of common stock and one warrant to
                  purchase one share of common stock at $3.00 per share.
                  As of December 31, 1996, 250,000 units have been issued,
                  and the remaining 250,000 units were issued in January
                  1997.  The Company has the option to repurchase the
                  units sold, at any time prior to May 31, 1997, at a
                  price of $3.45 per unit.

                                        F-15






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 11 - Stockholders' Equity (Continued)

                  During August 1996, the Company's certificate of
                  incorporation was amended whereby the authorized number
                  of shares of the Company's common stock was increased to
                  20,000,000.  In addition, the Company was authorized to
                  issue 5,000,000 shares of preferred stock at $.01 par
                  value, issuable from time to time in one or more series
                  with such rights, preferences, privileges and
                  restrictions as determined by the Board of Directors.
                  As of December 31, 1996, the Company authorized
                  1,250,000 shares of $.01 par value Series B Convertible
                  Preferred Stock (Series B).

                  On August 19, 1996, the Company sold 500,000 shares of
                  Series B for $10 per share through a private placement,
                  including 250,000 shares purchased by its former parent,
                  Shared Technologies Fairchild Inc. (STFI).  Each share
                  of Series B is convertible into a minimum of 2.50 shares
                  and a maximum of 3.33 shares of the Company's common
                  stock, subject to certain adjustments.  In addition,
                  Series B stock pays no dividends.  Upon conversion of
                  the Series B shares, the holder shall receive a warrant
                  to purchase an additional share of the Company's common
                  stock at an exercise price of $3.00 per share.  Each
                  share of Series B has voting rights equivalent to four
                  shares of common stock.  The Company has the right to
                  require the conversion of the Series B into common
                  stock, at any time after one year, provided that the
                  Company maintains a certain market value of its common
                  stock, as defined.  In the event that the Company does
                  not meet certain financial criteria by December 31,
                  1997, each holder of Series B shall have the right to
                  require the Company to redeem such holder's shares at a
                  per share price equal to the original issue price, plus
                  a rate of return equal to 12% per annum.  In addition,
                  the Company paid an advisory fee of $125,000 and issued
                  warrants to purchase 240,000 shares of common stock, at
                  an exercise price of $3.00 per share, for certain
                  financial advisory services rendered by a firm, who was
                  a party to the sale of 250,000 shares of Series B, in
                  which one of its principals is a director of the
                  Company.

                  In December 1995, the Company sold 300,000 shares of
                  Series A Convertible Preferred Stock (Series A) at $10
                  per share through a private placement.  Each preferred
                  stockholder is entitled to receive dividends equal to
                  10% per annum for the first twelve month period, payable
                  in additional shares of Series A.  The Company paid an






                  advisory fee of $300,000 and issued warrants to purchase
                  150,000 shares of common stock, at an exercise price of
                  $2.50, to a firm, in which one of its principals is a
                  director of the Company.  During 1996, the Series A
                  stockholders converted all their shares, including
                  11,260 shares received as dividends, into 1,146,450
                  shares of the Company's common stock.

                  In June 1995, in connection with a consulting agreement,
                  the Company issued warrants to purchase 95,000 shares of
                  its common stock, at an exercise price of $6.00 per
                  share, subject to certain anti-dilutive provisions.

                  In May 1995, the Company purchased 31,381 shares of its
                  common stock for $125,000 from a consultant and
                  subsequently retired the shares.

                  In April 1995, the Company completed its initial public
                  offering of 950,000 shares of its common stock at $5.25
                  per share.

                  On March 23, 1995, the Board of Directors adopted a
                  resolution to effect a reverse stock split of two for
                  three.  Accordingly, all number of shares and per share
                  data presented in these consolidated financial
                  statements have been restated to reflect this stock
                  split.


                                        F-16






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 11 - Stockholders' Equity (Continued)

                  In September 1994, the Board of Directors approved a
                  resolution to effect a stock split of 1,083 shares for
                  1.  In addition, during December 1994, the Board of
                  Directors adopted a resolution to effect a reverse stock
                  split of 1 share for 1.0622 shares.  Accordingly, all
                  number of shares and per share data presented in these
                  consolidated financial statements have been restated to
                  reflect these stock splits.

                  In January 1994, the Company entered into a stock
                  subscription agreement to issue 62,763 shares of its
                  common stock for $5,000 ($.08 per share).

                  On January 1, 1994, the Company transferred its 65%
                  ownership in a company to STFI.  In connection with this
                  transaction, $108,136 was recorded in 1994 as capital in
                  excess of par value.

                  On January 1, 1994, the Company issued an aggregate of
                  207,119 shares of its common stock to certain officers
                  and consultants.  The value ascribed to these shares,
                  $16,500 ($.08 per share), has been included in general
                  and administrative expenses for the year ended December
                  31, 1994.

          NOTE 12 -      Stock Option Plans

                  The Board of Directors adopted, and the Company's
                  stockholders approved, a stock option plan (the Plan)
                  pursuant to which 274,797 shares of the Company's common
                  stock were reserved for issuance upon the exercise of
                  options granted to officers, employees, consultants and
                  directors of the Company.  Options issued under the Plan
                  are non-qualified stock options (NSO's) and the Board of
                  Directors (Committee) may grant NSO's at an exercise
                  price which is not less than the fair market value on
                  the date such options are granted.  The Plan further
                  provides that the maximum period in which stock options
                  may be exercised will be determined by the Committee,
                  except that they may not be exercisable after ten years
                  from the date of grant.  At December 31, 1996, options
                  to purchase 266,999 shares of common stock are
                  outstanding.

                  The Board of Directors adopted, and the stockholders
                  approved, the Company's 1994 Director Option Plan (the
                  Director Plan) pursuant to which 33,333 shares of the






                  Company's common stock are reserved for issuance upon
                  the exercise of options to be granted to non-employee
                  directors of the Company.  Under the Director Plan, an
                  eligible director will automatically receive, at the
                  commencement of the Director's one year term,
                  nonstatutory options to purchase 2,000 shares of the
                  Company's common stock at an exercise price equal to the
                  fair market value of such shares at the time of grant.
                  Each such option is immediately exercisable for ten
                  years from the date of grant, but generally may not be
                  exercised more than 90 days after the date an optionee
                  ceases to serve as a director of the Company.  At
                  December 31, 1996, options to purchase 14,000 shares of
                  the Company's common stock were outstanding under the
                  Director Plan.













                                        F-17






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 12 -      Stock Option Plans (Continued)

                  The activity  in the Plan  and the Director  Plan are  as
                  follows:

                     <TABLE>
                     <CAPTION>
                                                        Exercise       Exercise
                                                       Price Per      Price Per
                                                           Share          Share
                                       Number of           Range       Weighted
                                         options                        Average
                   <S>                       <C>             <C>            <C>
                   Granted in
                   1994 and
                   balance
                   outstanding,          171,048           $3.68          $3.68
                   December 31,
                   1994
                   Granted                95,000       2.38-5.00           3.15
                   Expired              (34,715)            3.68           3.68
                   Balance
                   outstanding,
                   December 31,          231,333       2.38-5.00           3.45
                   1995
                   Granted                55,000       2.25-4.75           3.69
                   Expired               (5,334)            3.68           3.68
                   Balance
                   outstanding,
                   December 31,          280,999      $2.25-5.00          $3.36
                   1996
                   Exercisable,
                   December 31,          168,332      $2.25-5.00          $3.60
                   1996

                  </TABLE>


                  The Company has adopted the disclosure requirements of
                  SFAS No. 123, "Accounting for Stock-Based Compensation",
                  effective for the December 31, 1996 financial
                  statements.  The Company applies APB Opinion No. 25 and
                  related interpretations in accounting for its plans.
                  Accordingly, compensation cost has been recognized for
                  its stock plans based on the intrinsic value of the
                  stock option at date of grant (the difference between
                  the exercise price and the fair value of the common
                  stock).  Had compensation cost for the Company's stock-
                  based compensation plans been determined based on the
                  fair value at the grant dates, consistent with the






                  method of SFAS No. 123, the Company's net loss and loss
                  per share would have been adjusted to the pro forma
                  amounts indicated below:

                     <TABLE>
                     <CAPTION>

                                        1996                1995
                   <S>                  <C>                 <C>
                   Net loss applicable
                   to common
                   shareholders:
                   As reported                 $(8,908,610)        $(2,848,461)
                   Pro forma                    (8,919,610)         (2,854,461)
                   Loss per common
                   share:
                   As reported                       (2.18)              (1.04)
                   Pro forma                         (2.19)              (1.04)

                     </TABLE>

                  The fair value of each option grant is estimated on the
                  date of grant using the Black-Scholes option pricing
                  model with the following weighted average assumptions
                  used for grants in 1996 and 1995, respectively:  risk-
                  free interest rate of 6%; no dividend yield; expected
                  lives of 3 to 10 years; and expected volatility of 62%.

                                        F-18






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 13 -      Related Party Transactions
                  The Company entered into an agreement, effective January
                  1, 1996, whereby the Company will pay a fee of $25,000
                  per month not to exceed $200,000 annually, for certain
                  services to be performed by STFI.  The fee is not
                  payable in any month in which there is a pre-tax loss
                  and cannot exceed pre-tax profit prior to the fee.  No
                  payments were due under the agreement for the year ended
                  December 31, 1996.  In addition, STFI agrees to provide
                  telecommunications services, as may be requested,
                  including local access and long distance service, at a
                  price not to exceed STFI's cost for such services plus
                  20%.  This agreement is cancelable by the Company on
                  thirty days notice to STFI.

                  Amounts due to parent are due on demand, unsecured and
                  non-interest bearing.

          NOTE 14 - Savings and Retirement Plan

                  In June 1996, the Company formed a savings and
                  retirement plan (the Plan), which covers substantially
                  all eligible employees.  Participants in the Plan may
                  elect to make contributions up to a maximum of 20% of
                  their compensation.  For each participant, the Company
                  will make a matching contribution of one-half of the
                  participant's contributions, up to 5% of the
                  participant's compensation.  Matching contributions may
                  be made in the form of the Company's common stock and
                  are vested at the rate of 33% per year.  Prior to the
                  formation of the Plan, the Company participated in a
                  plan maintained by STFI.  Matching contributions in
                  STFI's plan were made in STFI common stock.  For the
                  years ended December 31, 1996, 1995 and 1994, the
                  Company's matching contributions were approximately
                  $40,000, $24,900 and $17,500, respectively.

          NOTE 15 - Income Taxes

                  A reconciliation of income tax expense (credit), to the
                  federal statutory rate follows:
                  <TABLE>
                  <CAPTION>
                                            Years Ended  Years Ended      Years
                                           December 31,     December      Ended
                                                   1996     31, 1995   December
                                                                       31, 1994
                   <S>                              <C>          <C>        <C>
                   Income tax expense
                   (credit) on reported






                   pretax income (loss)
                   at federal statutory         (34.0)%      (34.0)%      34.0%
                   rate
                   State income tax, net
                   of federal benefit                 -        (1.7)        5.3
                   Net operating loss
                   carryforward                    34.0         34.0     (39.3)
                   (utilized)
                   Income taxes                      0%         1.7%         0%
                  </TABLE>

                  In accordance with the tax sharing arrangement it had
                  with STFI in effect through April 1995, the Company
                  utilized net operating loss carryforwards generated in
                  prior years.

                  At December 31, 1996 and 1995, the Company recorded
                  deferred tax assets of approximately $4,400,000 and
                  $1,104,000, respectively, and valuation allowances in
                  the same amounts.  The valuation allowances were
                  increased by $3,296,000, $994,000 and $110,000,
                  respectively, for the years ended December 31, 1996,
                  1995 and 1994.  SFAS No. 109 requires that the Company
                  record a valuation allowance when it is "more likely
                  than not that some portion or all of the deferred tax
                  asset will not be realized".  The ultimate realization
                  of this deferred tax asset depends on the ability to
                  generate sufficient taxable income in the future.

                                        F-19






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 15 - Income Taxes (continued)

                  The net deferred tax assets and liabilities as of
                  December 31, 1996 and 1995 are as follows:
                  <TABLE>
                  <CAPTION>

                                               1996         1995
                  <S>                           <C>          <C>
                  Deferred tax
                  assets:
                  Net operating
                  loss                   $3,940,000     $945,000
                  carryforwards
                  Allowance for
                  doubtful accounts         550,000      269,000
                  Asset basis
                  difference,                10,000            -
                  intangible assets
                                          4,500,000    1,214,000
                  Deferred tax
                  liabilities:
                  Asset basis
                  difference, fixed       (100,000)     (97,000)
                  assets
                  Asset basis
                  difference,                           (13,000)
                  intangible assets
                                          (100,000)    (110,000)
                  Deferred tax            4,400,000    1,104,000
                  asset, net
                  Valuation
                  allowance for         (4,400,000)  (1,104,000)
                  deferred tax
                  asset
                                                 $-           $-

                  </TABLE>


                  At December 31, 1996, the Company has federal net
                  operating loss carryforwards of approximately
                  $10,115,000, which can be utilized against future
                  taxable income and expire through the year 2011.  Net
                  operating losses available for state income tax purposes
                  are less than those for federal purposes and generally
                  expire earlier.






          NOTE 16 -      Commitments and Contingencies

                  The Company leases office facilities, which expire in
                  various years through December 2001.  Future aggregate
                  minimum annual rental payments as of December 31, 1996
                  are as follows:

                    Year Ending December 31
                            1997                       $202,000
                            1998                        135,000
                            1999                        127,000
                            2000                         47,000
                            2001                         35,000

                  Rent expense for the years ended December 31, 1996, 1995
                  and 1994 was approximately $418,000, $256,000 and
                  $155,000, respectively.

                  The Company is a defendant to a claim arising out of the
                  breach of terms of a promissory note having a $2,000,000
                  face value, which was issued in connection with the
                  Company's acquisition of the assets of PTCC.  The breach
                  is due to the Company's inability to make certain
                  required principal payments under the note.  PTCC is
                  seeking payment of unpaid principal of $1,800,000, in
                  addition to unpaid interest and fees.  The Company is
                  actively seeking a settlement agreement with PTCC.

                                        F-20






          SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 16 -      Commitments and Contingencies (Continued)

                  On October 1, 1996,  the Company entered into a one  year
                  consulting agreement for $385,000, of which $222,500  was
                  earned upon  the signing  of the  contract.   During  the
                  term of the agreement  and for two years thereafter,  the
                  consultant  may  not compete  with  the  Company  in  the
                  business of renting  cellular telephones anywhere in  the
                  United States, Mexico and Canada.

                  In connection with  the Hotline acquisition, the  Company
                  entered into  employment agreements,  effective June  20,
                  1995,  with  two   former  Hotline  stockholders.     The
                  agreements expire  in June 1997,  and provide for  annual
                  compensation   of   $165,000.      The   former   Hotline
                  stockholders may not compete with the Company in  certain
                  businesses, as defined, anywhere in the United States.

          NOTE 17 -      Dependence  Upon  Key   Relationships  and   Major
          Customers

                  Approximately 20% and 12%,  22% and 16%, and 18% and  11%
                  of  the  Company's revenues  for  1996,  1995  and  1994,
                  respectively,  were attributable  to  cellular  telephone
                  rentals made  to  customers of  two national  car  rental
                  companies.   The  agreements  with  these  companies  are
                  terminable on  120 days and  90 days  notice with  cause,
                  respectively.    The  termination  of  either  of   these
                  agreements would  have a material  adverse effect on  the
                  Company.  In  addition, for the  year ended December  31,
                  1994,  the Company  received  approximately  18%  of  its
                  revenues from one special event.

          NOTE 18 -      Loss on Contract Cancellation

                  In  connection with  the  discontinuance  of  the  In-Car
                  cellular phone service, the Company recognized a loss  of
                  approximately $980,000 relating to the cancellation of  a
                  certain contract  for the  production of  certain  in-car
                  telecommunications equipment.

























                                        F-21







               SCHEDULE VIII
               SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARY
               VALUATION AND QUALIFYING ACCOUNTS
               Years Ended December 31, 1996, 1995 and 1994
          <TABLE>
          <CAPTION>
          Descripti Balance at  Charged to  Charged    Deductions Balance at
          on        Beginning   Cost and    to Other   (1)        End of Year
                    of Year     Expenses    Accounts
          <S>       <C>         <C>         <C>        <C>        <C>
          December
          31, 1996:
          Allowance
          for
          doubtful
          accounts     $684,875  $1,771,918        $-  $1,064,617    $1,392,176
          and
          discounts
          December
          31, 1995:
          Allowance
          for
          doubtful
          accounts     $242,680  $1,248,620        $-    $806,425      $684,875
          and
          discounts
          December
          31, 1994
          Allowance
          for
          doubtful
          accounts      $44,537    $307,617        $-    $109,474      $242,680
          and
          discounts

          </TABLE>


          (1) Represents write off of uncollectible accounts, net of
          recoveries.




























                                         S-1

























                                      PART III

          Item 10

          Directors and Executive Officers of the Registrant







          Item 11

          Executive Compensation

          Item 12

          Security Ownership of Certain Beneficial Owners and Management

          Item 13

          Certain Relationships and Related Transactions.

          The Company incorporates by reference items 10, 11, 12, and 13 in
          its Proxy Statement for its Annual Meeting of Stockholders to be
          held on May 23, 1997 (to be filed with the Securities and
          Exchange Commission on or before April 30, 1997).

               PART IV

          Item 14
          Exhibits, Financial Statement Schedules and Reports on Form 10-K

          (a)  Financial Statements

          Report of Independent Public Accountants

          Consolidated Balance Sheets as of December 31, 1996 and 1995.

          Consolidated Statements of Operations for the years ended
          December 31, 1996, 1995, and 1994.

          Consolidated Statements of Stockholders' Equity for the years
          ended December 31, 1996, 1995 and 1994.

          Consolidated Statements of Cash Flow for the years ended December
          31, 1996, 1995 and 1994.

          Notes to Consolidated Financial Statements.
          Financial Statement Schedules: Schedule VIII.

          (b)  Reports on Form 8-K

          On January 22, 1997 the Company filed a Form 8-K Item 5 detailing
          that the Company entered into an agreement on December 27, 1996
          to sell up to 1,500,000 common stock Units for an aggregate
          purchase price of $4,500,000.



          (c)  Exhibits

          Exhibit No.         Description of Exhibit







          3. (i)              Amended and Restated Certificate of
          Incorporation.  Incorporated by reference from Exhibit 3.1 of the
          Company's Registration Statement on Form SB-2 dated December 8,
          1994.

          3. (ii)             By-laws. Incorporated by reference from
          Exhibit 3.1 of the Company's Registration Statement on Form SB-2
          dated December 8, 1994.


          4.1                 Specimen of Common Stock Certificate.
          Incorporated by reference from exhibit 4.2 of the Company's
          Registration Statement of Form SB-2 filed with Amendment No. 3 to
          such Registration Statement dated January 27, 1995.

          4.2                 Certificate of Designations, Preferences and
          Rights of Series B Convertible Preferred Stock of Shared
          Technologies Cellular, Inc. dated August 19, 1996.  Incorporated
          by Reference from Exhibit 4.1 of the Company's Form 8-K dated
          August 19, 1996 and filed September 5, 1996.


          4.3                 Series B Convertible Preferred Stock Purchase
          Agreement by and between International Capital Partners, Inc. and
          the Company dated August 19,  1996 (agreement between STFI and
          the Company is substantially the same), including form of Common
          Stock Warrant.  Incorporated by Reference from Exhibit 4.2 of the
          Company's Form 8-K dated August 19, 1996 and filed September 15,
          1996.

          4.4                 Equity Holders Agreement by and among
          International Capital Partners, Inc. Zeisiger Capital Group, LLC
          and Shared Technologies Fairchild, Inc. dated August 19, 1996.
          Incorporated by Reference from Exhibit 4.3 of the Company's Form
          8-K dated August 19, 1996 and filed September 15, 1996.

          4.5                 Purchase Agreement, Common Stock Warrant
          Certificate and Option Agreement by and among RHI Holdings, Inc.,
          and the Company dated December 27, 1996. Incorporated by
          Reference from Exhibit 4.1, 4.2, 4.3 respectively of the
          Company's Form 8-K dated December 27, 1996, and filed January 22,
          1997.



          10.1                Agreement by and between the Hertz
          Corporation and the Company dated October 1, 1996.


          10.2                Agreement by and between National Car Rental
          System, Inc. and the Company dated July 1, 1996.







          10.3                Lease Agreement by and between Putnam Park
          Associated and the Company dated January 1, 1995. Incorporated by
          reference from Exhibit 10.10 of the Company's Registration
          Statement on Form SB-2 filed with Amendment No. 1 to such
          Registration Statement dated January 4, 1995.

          10.4                1994 Stock Option Plan. Incorporated by
          reference from Exhibit 10.10 of the Company's Registration
          Statement on Form SB-2 dated December 9, 1994.

          10.5                1994 Director Option Plan, as amended.

          10.6                Management Agreement by and between the
          Company and Shared Technologies Fairchild Inc., dated January 1,
          1996.  Incorporated by reference from Exhibit 10.13 of the
          Company's Form 10-K dated March 23, 1996

          10.7                Employment Agreement by and between Sean P.
          Hayes and the Company dated October 1, 1994.  Incorporated by
          reference from Exhibit 10.14 of the Company's Registration
          Statement on Form SB-2 filed with Amendment No. 1 to such
          Registration Statement dated January 4, 1995.

          10.8                Sample Customer Service Agreement.
          Incorporated by reference from Exhibit 10.15 of the Company's
          Registration Statement on Form SB-2 filed with Amendment No. 1 to
          such Registration Statement dated January 4, 1995.

          10.9                Sample Customer Service Agreement.
          Incorporated by reference from Exhibit 10.16 of the Company's
          Registration Statement on Form SB-2 filed with Amendment No. 1 to
          such Registration Statement dated January 4, 1995.

          10.10               Stock Purchase Agreement by and between the
          stockholders of The Cellular Hotline, Inc. and the Company dated
          June 11, 1995. Incorporated by reference from Exhibit 10.1 of the
          Company's Form 8-K dated June 19, 1995 and filed June 30, 1995.

          10.11               Asset Purchase Agreement by and between
          Peoples Telephone Company, Inc., PTC Cellular, Inc.  and the
          Company dated November 1, 1995. Incorporated by reference from
          Exhibit 10.1 of the Company's Form 8-K dated November 13, 1995
          and filed November 22, 1995.

          10.12               Consulting Agreement between Vertical
          Financial Holding and the Company dated June 21, 1995.
          Incorporated by reference from Exhibit 10.19 of the Company's
          Form 10-K dated March 28, 1996.

          10.13               Employment Agreement by and between Jon
          Sorenson and the Company dated October 1, 1996.






          10.14               Asset Purchase Agreement by and between
          Summit, et al. the Company dated April 27, 1996. Incorporated by
          reference from Exhibit 10.1 of the Company's Form 8-K dated April
          27, 1996 and filed May 9, 1996.

          10.15               Shared Technologies Cellular, Inc Savings and
          Retirement Plan Effective as of April 1, 1996.







               SIGNATURES

               Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.

                              SHARED TECHNOLOGIES CELLULAR ,INC.
                                   (Registrant)
                               By
                              ----------------------------------
                                   Anthony D. Autorino
                                   Chief Executive Officer
                                   and Director March 27, 1997
                               By
                              ----------------------------------
                                   Vincent DiVincenzo
                                   Chief Financial Officer
                                   and Director
                                   Date:  March 27, 1997

          Pursuant to the requirements of the Securities Exchange Act of
          1934, this report has been signed below by the following persons
          on behalf of the registrant and in the capacities and on the
          dates indicated.

          By: __________________           By:  _____________________
          Anthony D. Autorino                 William A. DiBella
          Chief Executive Officer             Director
          and Director                        Date:________________
          Date:_________________

          By: __________________           By:  _____________________
          Ajit G. Huthessing                   Thomas H. Decker
          Director                             Director
          Date:_________________               Date:________________

          By: __________________           By:  _____________________
          Vincent DiVincenzo                   Nicholas E. Sinacori
          Chief Financial Officer              Director
          and Director                         Date:________________
          Date:_________________

          By:___________________
          Craig A. Marlar
          Director
          Date:_________________






          [TYPE]                         EX-27
          [DESCRIPTION]                  ART. 5 FDS FOR YEAR END 10-K
          [ARTICLE]                      5
          [MULTIPLIER]                   1000
          [PERIOD-TYPE]                  12-MOS
          [FISCAL-YEAR-END]              DEC-31-1996
          [PERIOD-START]                 JAN-01-1996
          [PERIOD-END]                   DEC-31-1996
          [CASH]                         144
          [SECURITIES]                   0
          [RECEIVABLES]                  3013
          [ALLOWANCES]                   1392
          [INVENTORY]                    80
          [CURRENT-ASSETS]               2070
          [PP&E]                         3934
          [DEPRECIATION]                 1802
          [TOTAL-ASSETS]                 14362
          [CURRENT-LIABILITIES]          11044
          [BONDS]                        0
          [PREFERRED-MANDATORY]          0
          [PREFERRED]                    5
          [COMMON]                       49
          [OTHER-SE]                     0
          [TOTAL-LIABILITY-AND-EQUITY]   14262
          [SALES]                        20914
          [TOTAL-REVENUES]               20914
          [CGS]                          13629
          [TOTAL-COSTS]                  27801
          [OTHER-EXPENSES]               950
          [LOSS-PROVISION]               0
          [INTEREST-EXPENSE]             906
          [INCOME-PRETAX]               (8774)
          [INCOME-TAX]                   22
          [INCOME-CONTINUING]           (8796)
          [DISCONTINUED]                 0
          [EXTRAORDINARY]                0
          [CHANGES]                      0
          [NET-INCOME]                  (3907)
          [EPS-PRIMARY]                 (2.18)
          [EPS-DILUTED]                 (2.18)






          Exhibit 21


          Subsidiary of Shared Technologies Cellular, Inc.

          1. Cellular Hotline, Inc.






          Exhibit 10.1
                                  AGREEMENT BETWEEN
                         SHARED TECHNOLOGIES CELLULAR, INC.
                                         AND
                                THE HERTZ CORPORATION


          This Agreement (the  "Agreement") is made  as of the  ___ day  of
          _________________, 1996 (the  "Effective Date"),  by and  between
          Shared  Technologies  Cellular,  Inc.,  a  Delaware  corporation,
          having offices at 100 Great Meadow Road, Wethersfield, CT  06109,
          ("STC"), and  The  Hertz  Corporation,  a  Delaware  corporation,
          having its principal office at 225 Brae Boulevard, Park Ridge, NJ
          07656-0713 ("Hertz").

          WHEREAS, Hertz  is in  the business  of renting  vehicles to  the
          traveling public  from various  locations throughout  the  United
          States; and

          WHEREAS, STC is  in the business  of providing portable  cellular
          telephones including all accessories (the "Equipment") for short-
          term use; and

          WHEREAS, STC and  Hertz desire to  enter into  this Agreement  to
          allow STC the non-exclusive right to provide Equipment rentals to
          Hertz customers  at those  locations identified  in the  attached
          Exhibit A

                    (the  "Location Schedule"), which  may be amended  from

          time to time to add or delete locations by written mutual consent
          of the parties.

          NOW THEREFORE,  in consideration  of the  promises and  covenants
          contained  herein,  the  receipt   and  adequacy  of  which   are
          acknowledged, the parties agree as follows.

          1.  Term and Termination.


          (a)  This non-exclusive  Agreement shall have a  term of two  (2)
          years, commencing as of the date first written above, subject  to
          the following.   This  Agreement shall  be  renewed only  by  the
          written mutual agreement  of the parties.  This Agreement may  be
          terminated for cause in accordance with Paragraph 10 below.  From
          and after the  first anniversary of  the Effective  Date of  this
          Agreement, either party  may terminate this Agreement at any time
          with ninety (90) days written notice to the other party.

          (b)  Notwithstanding anything contained in this Agreement to  the
          contrary, STC will have the  right to immediately terminate  this
          Agreement upon  written  notice  to Hertz,  if  (1)  the  Federal
          Communications  Commission   or  any   other  regulatory   agency
          promulgates any rule, regulation, or order which i) in effect  or
          application  substantially  impedes   STC  from  fulfilling   its






          obligations hereunder,  or ii)  materially or  adversely  affects
          STC's ability  to conduct  its business,  or (2)  Hertz fails  to
          maintain in
          full force and  effect any license,  permit or approval  required
          for the conduct of its business.

          (c)  Notwithstanding anything contained in this Agreement to  the
          contrary, upon furnishing Hertz with reasonable evidence that the
          continuation of the Equipment rentals at any location  identified
          in the Location  Schedule is  not or is  not likely  to become  a
          profitable business  in  the  then foreseeable  future,  STC  may
          terminate the Equipment rental program  at such location(s).   In
          such event, Hertz shall have the right to engage a third party to
          replace STC as provider of Equipment rentals at such location(s).

          (d)  Notwithstanding anything contained in this Agreement to  the
          contrary, upon  furnishing Hertz  with reasonable  evidence  that
          STC's losses due to fraud or Equipment theft are so great that it
          is no  longer economically  practical to  operate at  a  location
          identified in  the  Location  Schedule,  STC  may  terminate  the
          Equipment rental program  at such  location(s).   In such  event,
          Hertz shall have the right to engage a third party to replace STC
          as provider of Equipment rentals at such location(s).

          2.  Appointment.


          (a)  Hertz hereby  grants  to  STC  the  non-exclusive  right  to
          provide Equipment on a rental basis to Hertz customers at   those
          Hertz corporate locations in the United States identified in  the
          Location Schedule.

          (b)  Notwithstanding anything contained in this Agreement to  the
          contrary, Hertz  agrees that  STC shall  have  a right  of  first
          refusal to  provide  Equipment  rentals at  any  Hertz  corporate
          location in  the  United  States where  Hertz  desires  to  offer
          Equipment rentals to Hertz customers.   In the event that  during
          the term of this Agreement Hertz desires to expand the  Equipment
          rental program to additional Hertz corporate locations within the
          United States other than the locations identified in the Location
          Schedule, Hertz shall notify STC in writing and STC shall have  a
          right of  first refusal  to provide  Equipment rentals  to  Hertz
          customers at the  locations designated by  Hertz in such  written
          notice on the same  terms and conditions set  forth herein.   STC
          shall have up  to   thirty (30) days  to exercise  such right  of
          first refusal.  If STC exercises such right of first refusal, STC
          shall have up  to ninety (90)  days from the  date of the  notice
          from Hertz  to  implement  an Equipment  rental  program  at  the
          locations identified in such notice.  In the event that STC  does
          not exercise such right of first refusal as provided above, Hertz
          may contract with third parties to provide cellular phone rentals
          at the locations  designated by Hertz  in its  written notice  to
          STC.








          (c)  Upon  request by  STC, Hertz  agrees to  approach any  third
          party who operates a car rental business pursuant to a grant of a
          franchise or license from Hertz  (a "Hertz Licensee") to  promote
          STC as Hertz's preferred cellular phone rental services  provider
          and to  assist  STC in  securing  an agreement  with  such  Hertz
          Licensee for an
           Equipment rental program.

          3.   Responsibilities of Hertz.


          (a)  Hertz acknowledges that all  Equipment delivered under  this
          Agreement is  the property  of STC.    Upon termination  of  this
          Agreement for any  reason whatsoever  or the  termination of  the
          rental program at  any individual  location, STC  may remove  its
          Equipment from Hertz's premises during normal business hours.  If
          STC does not  remove its  Equipment within  forty-five (45)  days
          from the  termination  date of  this  Agreement, then  Hertz  may
          dispose of such Equipment in any manner it may choose.

          (b)  With respect  to each  location identified  on the  Location
          Schedule, Hertz agrees to:

               i)   Provide a  safe and  secure area  for the  storage  and
               recharging of Equipment;

               ii)  Designate a responsible  individual who will  interface
               with STC on the day to day Equipment rental business;

               iii) Inform each of its  renting customers of the  Equipment
               rental program  and  the  opportunity  to  rent  a  portable
               cellular telephone from STC;

               iv)  Solicit orders  for Equipment  rentals by  asking  each
               Hertz customer at the time the customer rents a vehicle from
               Hertz if such customer wants to rent Equipment from STC;

               v)   Display marketing and promotional materials,  including
               signs mutually  agreed  to  by  the  parties,  point-of-sale
               posters and  rate  cards,  where  not  prohibited  at  Hertz
               counters.

               vi)  Develop cooperative marketing programs and promotional
                    materials with STC to maximize revenue potential at all
                    locations. All promotional materials developed on a
                    cooperative basis will  require the  prior approval  of
               both      Hertz and STC and  each party will mutually  agree
               to its  share  of the  cost  of such  cooperative  marketing
               materials in   advance;

               vii) Report all  malfunctions, improper  operation,  damage,






               theft or other loss of Equipment to STC; and


               viii) Be  responsible for  the Equipment  rental and  return
               functions during STC's unstaffed hours of operation.

          (c)  Hertz shall be solely responsible for obtaining any permits,
          licenses, consents  or other  authorizations as  required by  any
          airport   authority   or   other   governmental   entity   having
          jurisdiction over Hertz's operations  at any location  identified
          on the Location Schedule to conduct the Equipment rental  program
          with STC.   In the  event that  an airport  authority refuses  to
          authorize Hertz to conduct the business provided hereunder,  such
          airport location will be deemed to  be deleted from the  Location
          Schedule.

          4.  Responsibilities of STC.


          (a)  For those locations identified on the Location Schedule, STC
          agrees to maintain a  supply of Equipment  that is sufficient  to
          meet customer demand, but in no event less than five (5) cellular
          phones for  each  location (or  such  number of  phones  mutually
          agreed upon by Hertz and STC for an individual location).

          (b)  STC will provide staff ranging from full time rental agents,
          who will  complete  the  entire rental  and  return  process,  to
          support staff only, who will train and assist Hertz employees  in
          completing the rental and return process, as more fully described
          in the attached Exhibit B.


          (c)  STC will provide  the following  monthly management  reports
          for each location identified on the Location Schedule:

               i)   A detailed revenue and utilization analysis; and

               ii)  Commission reports,  which STC  will provide  to  Hertz
               within twenty (20)  days of the  end of each  month for  the
               applicable reporting period.

          (d)  With respect  to each  location identified  on the  Location
          Schedule, STC agrees to:

               i)   Train  local  Hertz  personnel   in  the  use  of   the
               Equipment, STC's  pre-packaged  telephone  kits,  and  STC's
               sales materials.  STC will  inform all Hertz employees  that
               they are not authorized to use Equipment without  completing
               a rental agreement  and paying all  normal charges for  such
               use.  Hertz employees will be billed directly by STC for any
               charges for such use;

               ii)  Establish call restrictions and all rates to be charged






               for Equipment rental and metered airtime usage.  STC has the
               right to  offer special  promotions or  rate changes  as  it
               deems proper.  Such promotions  or rate changes will  remain
               competitive with the industry.  STC will provide Hertz  with
               point of  sales materials  that reflect  such promotions  or
               rate changes;

               iii) Be responsible for billing all charges to each customer
               for the rental of Equipment and the provision of service;

               iv)  Be  responsible  for  resolving  all  customer  billing
               inquiries.   In  the  event  of  an  irreconcilable  billing
               dispute between STC and a  customer, STC will notify  Hertz.
               Upon  such  notification,  Hertz  will  have  the  right  to
               intervene in  the  dispute  and attempt  to  bring  about  a
               reasonable solution;

               v)   Be responsible  for administrative  paperwork,  battery
               charging, equipment maintenance, and inventories  associated
               with  the  Equipment   rental  program.   All  repairs   and
               maintenance of the Equipment will be at the expense of  STC,
               except any repairs caused by the negligence of Hertz and its
               employees or agents; and

               vi)  Provide and  produce point-of-sales materials  (counter
               signs  and  quick  contracts  only).    Notwithstanding  the
               foregoing, if the parties develop promotional materials on a
               cooperative basis,  then  such materials  will  require  the
               prior approval of  both Hertz and  STC and  each party  will
               mutually agree to its share of the cost of such  cooperative
               marketing materials in advance;

          (e)  STC shall allow Hertz, upon  reasonable prior notice and  at
          the sole cost  and expense  of Hertz,  to inspect  the books  and
          records of  STC during  normal business  hours, as  such  records
          pertain to Hertz.

          5.  Compensation.


          (a)  STC agrees to pay Hertz a monthly commission  ("Commission")
          in the amount of twenty-five percent (25%) of the  Gross Revenues
          (as hereinafter  defined) billed  by  STC for  Equipment  rentals
          provided at  each  Hertz  location  identified  on  the  Location
          Schedule for the applicable month.  Gross Revenues shall mean the
          total amount of   airtime revenues  billed by  STC for  Equipment
          rentals provided  at the  applicable Hertz  locations;  provided,
          however, that Gross Revenues  shall exclude all customer  credits
          issued by STC other than credits for bad debt.  Commissions shall
          be payable  on a  location  by location  basis.   STC  shall  pay
          Commissions to Hertz  within twenty (20)  days after  the end  of
          each month in which such compensation is earned.








          (b)  In addition  to the commissions payable  by STC pursuant  to
          Paragraph 5(a), STC agrees that Hertz employees shall be eligible
          for incentives  as  provided  by  the  STC  Commission  Incentive
          Program attached hereto as Exhibit C and made a part hereof.  The

          parties acknowledge and agree  that payments for any  commissions
          payable to Hertz employees hereunder  will be made in  accordance
          with  the   following  procedures   (the  "Commission   Incentive
          Procedures"):

               (i)  On  or before the  20th of each  month during the  term
               hereof, STC  will  send a  commission  report to  Hertz  for
               commissions earned by Hertz  employees for the prior  month.
               Such monthly commission  reports shall be  in magnetic  tape
               form and shall identify  the following information for  each
               Hertz employee who  earned commissions in  the prior  month:
               Hertz employee number, Hertz location number and commissions
               earned for the prior month.

               (ii)  Hertz, through  its payroll department, shall  process
               the  monthly  commission  reports   received  from  STC   by
               verifying the  Hertz  employee number  and  location  number
               stated therein.  Hertz shall make commission payments by the
               last Thursday of each month  to each employee identified  in
               such monthly  reports,  provided  that  the  Hertz  employee
               number and location number  for a particular Hertz  employee
               are supported by Hertz's records.

               (iii)   STC shall  reimburse Hertz  monthly for  commissions
               earned  by  Hertz  employees  hereunder.    Such  commission
               payments shall be due and payable  on or before the 20th  of
               each month.  Payment shall be  made to Hertz at the  address
               provided in Paragraph 12.

          (c)  STC agrees to pay Hertz an annual bonus commission  ("Annual
          Bonus") in accordance  with the  following schedule,  so long  as
          during each  Contract  Year  (as  hereinafter  defined)  STC  has
          operated at all  Hertz corporate locations  in the United  States
          (other than any location where STC has determined that it is  not
          economically feasible to operate its Equipment rental  business).
          Such Annual Bonus will  be based on  the indicated percentage  of
          Gross Revenues   billed  by STC  during  each Contract  Year  for
          Equipment rentals  provided by  STC for  the applicable  Contract
          Year at  all  Hertz corporate  locations  in the  United  States.
          Contract Year shall mean each successive  period of one (1)  year
          during the term  of this Agreement,  ending on the  same day  and
          month, but not year, as the day and month on which the  Effective
          Date occurs.    The Annual  Bonus shall be payable by STC  within
          ninety (90) days of the end of each Contract Year.  Once a higher
          percentage becomes applicable, it applies to all lower  threshold
          levels for a particular Contract Year.













          Total Gross Revenues
          Billed by STC for                       Percentage of Gross
          All Hertz Locations for                 Revenues for Annual
          Applicable Contract Year                Bonus Calculation




                      0 to $4,500,000                       0%

          $4,500,000.01 to $5,000,000                       1%

          $5,000,000.01 to $5,500,000                       2%

          $5,500,000.01 to $6,000,000                       3%

          $6,000,000.01 to $6,500,000                       4%

          $6,500,000.01 and greater                         5%



          6.   Indemnification.


          (a)  Hertz shall defend, indemnify and hold STC and its officers,
          directors, employees  and agents  harmless from  and against  all
          claims, damages and liabilities  arising from Hertz's  negligence
          or other wrongful  acts or omissions  arising in any  way out  of
          this Agreement or Hertz's performance hereunder.

          (b)  STC shall defend, indemnify and hold Hertz and its officers,
          directors, employees  and agents  harmless from  and against  all
          claims, damages and liabilities arising from STC's negligence  or
          other wrongful acts or omissions arising  in any way out of  this
          Agreement or STC's performance hereunder.

          7.   Risk of Loss.


          (a)   Hertz acknowledges  that all  Equipment provided  to it  in
          connection  with  the  performance  of  this  Agreement  is   the
          property of STC.  Hertz shall be responsible for the  safekeeping
          of all Equipment delivered to it  by STC and shall bear the  risk
          of loss of or damage to, or theft of, such Equipment.    However,
          STC shall bear the risk  of loss or damage  to, or theft of,  the






          Equipment in the  possession of  a customer,  provided that  such
          Equipment left the  possession of   Hertz  pursuant  to a  rental
          agreement signed  by  a customer  and  in accordance  with  STC's
          instructions, policies and  procedures, as provided  to Hertz  by
          STC from time to time (the "Procedures").

          (b)  Hertz understands that in the event of loss of or damage to,
          or theft  of,  Equipment  (other than  Equipment  that  left  the
          possession of  Hertz in  accordance with  the Procedures),  Hertz
          shall be responsible  for the replacement  cost of the  Equipment
          and for all  charges attributable to  the use  of the  Equipment,
          subject to the following.  STC  agrees that the replacement  cost
          of the Equipment  shall not exceed  $500 per  cellular phone  and
          that the usage charges shall be  billed to Hertz on the basis  of
          STC's actual cost for cellular airtime.  In addition, STC  agrees
          that Hertz shall not be responsible  for usage charges after  one
          (1) business day has elapsed from the date STC receives a  report
          from Hertz, in a form reasonably specified by STC, of the loss or
          theft of a cellular  phone.  In the  event that Hertz incurs  any
          payment obligation to STC for lost, damaged or stolen  Equipment,
          then STC shall have the right  to withhold such amounts from  any
          commissions owed to Hertz under this Agreement.

          8.   Confidentiality.    Each   party    shall    maintain    the

          confidentiality of, and  shall not disclose  to any third  party,
          any confidential or proprietary information concerning the  other
          party,  including,   without  limitation,   customer  lists   and
          financial information.  This Paragraph shall remain in effect for
          a period  of two  (2) years  following  the termination  of  this
          Agreement.

          9.   Trademarks.    Neither party  shall  use any  trademarks  or

          tradenames of the other party in any manner, except as  expressly
          authorized  by  the  other  party.    Upon  termination  of  this
          Agreement, Hertz  shall return  to STC  all marketing  and  sales
          materials then in the possession of Hertz.

          10.  Default.  In the event either party fails to perform any  of

          its obligations under this  Agreement and such failure  continues
          for more than thirty (30) days  following written notice of  such
          default, then the  non-defaulting party shall  have the right  to
          terminate this  Agreement, without  limiting any  other  remedies
          available hereunder or at law or equity.  However, if such breach
          cannot be cured within said thirty (30) day period, then, if  the
          breaching party  has commenced  to cure  within such  period  and
          diligently pursues the cure, such party  shall not be in  default
          hereunder as long as it continues to diligently pursue such cure,
          but in no event for  a period in excess  of sixty (60) days  from
          the initial notice date.






          11.  Relationship of the Parties.


          (a)  STC shall  at  all  times  hereunder  be  deemed  to  be  an
          independent contractor of  Hertz.  Nothing  in this Agreement  is
          intended to constitute either party as a joint venturer, partner,

          agent, dealer,  franchisee  or  employee of  the  other  for  any
          purpose whatsoever.

          (b)   Hertz's  employees will  not  be or  be  deemed to  be  STC
          employees or joint employees.  Hertz assumes full  responsibility
          for the acts of  its employees and  for their supervision,  daily
          direction and control.  STC will  not be responsible for  workers
          compensation premiums,  disability benefits,  withholding  taxes,
          social security,  unemployment insurance  or any  other taxes  or
          benefits of Hertz or Hertz's employees.

          (c)  Neither party shall have any authority to enter into or bind
          the  other  party   in  contract,  nor   make  any   unauthorized
          representations  or  warranties  concerning  the  other   party's
          products or services.

          12.  Notice.   All notices  required  or permitted  to  be  given

          hereunder shall be deemed  to have been  given when deposited  in
          the mail (certified and postage prepaid) or delivered in hand  to
          the applicable address set forth below.  Either party may  change
          its notice address by so notifying the other in writing.


               If to STC:

               Shared Technologies Cellular, Inc.
               100 Great Meadow Road
               Suite 104
               Wethersfield, CT  06109
               Attn:  Legal Department


               If to Hertz:

               The Hertz Corporation
               P.O. Box 25722
               Oklahoma City, OK  73125-0722
               Attn:   Robert  J.  Bailey,  Sr.  VP,  Quality  Assurance  &
               Administration


          13.  Limitation  of   Liability.
                                               Notwithstanding  any   other

          provision of this Agreement, neither party shall be liable to the
          other,  either  directly   or  through  the   operation  of   any






          indemnification or hold harmless provision of this Agreement, for
          any consequential (including lost profits), incidental, indirect,
          special or  punitive  damages arising  in  any way  out  of  this
          Agreement.



          14.  General.


          (a)  Each party hereto represents and warrants to the other  that
          this Agreement  will  not  conflict with  or  violate  any  prior
          commitment, agreement or understanding that it has with any third
          party and that the  person signing this  Agreement on its  behalf
          has been properly  authorized and  empowered to  enter into  this
          Agreement.

          (b)  This agreement shall be governed by the laws of the State of
          Connecticut.

          (c)  This Agreement constitutes the entire understanding  between
          the parties relating to the subject matter hereof and  supersedes
          any and all prior  discussions, proposals or agreements,  whether
          oral or written.  No modification  or addition to this  Agreement
          shall be valid unless in writing signed by the parties hereto.

          (d)  The section  headings of  this agreement  are for  reference
          purposes only and shall  not constitute a  part hereof or  affect
          the meaning or interpretation of this Agreement.

          (e)  In the event of a dispute arising out of this Agreement, the
          prevailing party shall be entitled to recovery of its  reasonable
          legal fees and expenses.

          (f)  The waiver of any provision of  this Agreement shall not  be
          construed as  a continuing  waiver of  such  breach or  of  other
          breaches of the same or of other provisions hereof.

          (g)  The parties  acknowledge  that  they  have  each  read  this
          Agreement in its entirety, understand it and agree to be bound by
          the terms and conditions contained herein.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
          Agreement as of the date first written above.



          Shared Technologies                The Hertz Corporation
          Cellular, Inc.

          By:__________________________      By:__________________________

          Its:_________________________      Its:_________________________







          Date:________________________      Date:________________________






                                      EXHIBIT A
                                   HERTZ LOCATIONS
                 Locations                   Locations

          Albuquerque, NM              New York, JFK
          Albany, NY*                  New York, LaGuardia
          Amarillo, TX*                New York, Manhattan
          Anaheim, CA                  Newark, NJ
          Atlanta, GA                  Oakland, CA
          Austin, TX*                  Oklahoma City, OK
          Baltimore-BWI, MD            Ontario, CA
          Birmingham, AL*              Orange County, CA
          Boston-Downtown, MA          Orlando, FL
          Boston-Logan, MA             Palm Springs, CA
          Buffalo, NY                  Pensacola, FL
          Burbank, CA                  Philadelphia, PA
          Canada                       Phoenix, AZ
               Toronto                 Pittsburgh, PA
               Winnipeg                Portland, ME*
               Ottawa                  Portland, OR
               Vancouver               Providence, RI
               Halifax                 Raleigh, NC
               Calgary                 Richmond, VA*
               Montreal                Roanoke, VA*
          Charleston, SC               Rochester, NY
          Charlotte, NC                Sacramento, CA
          Chicago Midway, IL           Salt Lake City, UT*
          Chicago O'Hare, IL           San Antonio, TX*
          Cincinnati, OH               San Diego, CA
          Cleveland, OH                San Francisco, CA
          Colorado Springs, CO         San Jose, CA
          Dallas, TX                   Sarasota, FL*
          Dayton, OH                   Savannah, GA
          Denver, CO                   Seattle, WA
          Detroit, MI                  St. Louis, MO
          Fresno, CA                   Syracuse, NY
          Ft Lauderdale, FL            Tallahassee, FL
          Ft Myers, FL                 Toronto, ONT*
          Grand Rapids, MI             Tucson, AZ
          Hartford, CT                 Tulsa, OK
          Honolulu, HI                 Vancouver, BC*
          Houston, TX                  Washington, DC
                                       Dulles
          Indianapolis, IN             Washington, DC Natl
          Kansas City, MO              West Palm Beach, FL
          Las Vegas, NV
          Los Angeles, CA
          Louisville, KY
          Maui, HI
          Miami, FL
          Milwaukee, WI
          Minneapolis, MN
          Monterey, CA






          Nashville, TN
          New Orleans, LA

          * Hertz locations that
          STC intends to use
          reasonable efforts to
          open within 6 months
          from the
          effective date of the
          Agreement.






                                      EXHIBIT B

          Hertz Locations                   Job Title   % Time
                                                          *
          Albany, NY                      Area Manager      25%

          Albuquerque, NM                 Area Manager      34%

          Anaheim, CA                     Area Manager     100%

          Atlanta, GA                     Area Manager      50%

          Atlanta, GA                     CSR               50%

          Atlanta, GA                     CSR               50%

          Baltimore-BWI, MD               Area Manager      30%

          Baltimore-BWI, MD               CSR               30%

          Boston-Downtown, MA             Area Manager      10%

          Boston-Logan, MA                Area Manager      50%

          Boston-Logan, MA                CSR               50%

          Boston-Logan, MA                CSR               50%

          Buffalo, NY                     Area Manager     100%
                                          ^
          Burbank, CA                     CSR               38%

          Charleston, SC                  Area Manager      33%

          Charlotte, NC                   Area Manager      60%

          Chicago , IL                    Area Manager      50%

          Chicago Midway, IL              Area Manager      33%.
                                          ^
          Chicago O'Hare, IL              CSR              100%

          Cincinnati, OH                  Area Manager      38%

          Cleveland, OH                   Area Manager      42%

          Colorado Springs, CO            Area Manager      92%

          Dallas, TX                      Area Manager      33%

          Dallas/Fort Worth, TX           CSR               33%






          Dallas/Fort Worth, TX           CSR               33%

          Dayton, OH                      Area Manager      26%

          Denver, CO                      Area Manager      50%

          Denver, CO                      CSR               50%

          Detroit, MI                     Area Manager      47%

          Detroit, MI                     CSR               47%

          Fresno, CA                      Area Manager      60%

          Ft Lauderdale, FL               CSR               50%

          Ft Myers, FL                    Area Manager      25%

          Grand Rapids, MI                Area Manager      10%

          Hartford, CT                    Area Manager      55%

          Honolulu, HI                    TBD               50%

          Houston, TX                     Area Manager      33%

          Houston, TX                     CSR               33%

          Houston, TX                     CSR               75%

          Indianapolis, IN                CSR               TBD

          Kansas City, MO                 Area Manager      60%

          Las Vegas, NV                   Area Manager      40%

          Las Vegas, NV                   CSR               40%

          Los Angeles, CA                 Area Manager      60%

          Los Angeles, CA                 CSR              100%

          Louisville, KY                  Area Manager      70%
                                          ^
          Maui, HI                        TBD               50%

          Miami, FL                       Area Manager      40%

          Miami, FL                       CSR              100%

          Milwaukee, WI                   Area Manager      50%
                                          ^






          Minneapolis, MN                 Area Manager      33%

          Monterey, CA                    Area Manager      33%

          Nashville, TN                   Area Manager      33%

          New Orleans, LA                 Area Manger       40%

          New York, Manhattan             NYC Manager       66%

          New York, Manhattan             CSR               66%

          New York, JFK                   CSR               48%

          New York, LaGuardia             CSR               50%

          Newark                          Area Manager      52%

          Newark, NJ                      CSR               52%

          Oakland, CA                     Area Manager      40%

          Oklahoma City, OK               Area Manager      30%

          Ontario, CA                     Area Manager      60%

          Orange County, CA               Area Manager      25%

          Orlando, FL                     Area Manager      33%

          Orlando, FL                     CSR               75%

          Palm Springs, CA                Area Manager      60%

          Pensacola, FL                   Area Manager      33%

          Philadelphia, PA                CSR               50%

          Philadelphia, PA                CSR               50%

          Phoenix, AZ                     Area Manager      50%

          Pittsburgh, PA                  CSR               50%

          Portland, ME                    CSR               10%

          Portland, OR                    Area Manager      80%

          Providence, RI                  Area Manager      60%

          Raleigh, NC                     Area Manager      TBD






          Richmond, VA                    Area Manager      TBD

          Roanoke, VA                     Area Manager      TBD

          Rochester, NY                   Area Manager      50%
                                          ^
          Sacramento, CA                  Area Manager      36%

          San Diego, CA                   Area Manager      50%

          San Francisco, CA               Area Manager      70%

          San Francisco, CA               CSR              100%

          San Jose, CA                    Area Manager      45%

          Savannah, GA                    Area Manager      33%

          Seattle, WA                     Area Manager      33%

          St. Louis, MO                   Area Manager     100%

          Syracuse, NY                    Area Manager      60%
                                          ^
          Tallahassee, FL                 Area Manger       33%

          Tucson, AZ                      Area Manager     100%

          Tulsa, OK                       Area Manager      33%
                                          ^
          Washington, DC                  Area Manager      50%

          Washington, DC Dulles           CSR               50%

          Washington, DC Natl             CSR               33%

          West Palm Beach, FL             Area Manager      40%



          * The percentage of time, based
          on a forty (40)
          work week, that a STC employee
          will spend at a particular
          Hertz location.
          ^ STC Employee who is a
          commission only Sales Agent
          TBD= To be determined

          STC reserves the right to
          change staffing and
          necessary.  STC will provide
          requirements as it deems
          Hertz with a 30 day advance
          written notice






          of such changes.  If Hertz
          objects to such change, Hertz
          will notify
          STC within 10 days of its
          objection.  STC will then
          cancel its planned staffing
          change(s), or Hertz at its
          option may delete such
          location(s) from this






                                      EXHIBIT C



                          STC COMMISSION INCENTIVE PROGRAM



          STC agrees to pay  a one-time commission in  the amount of  $3.00
          for each Equipment rental that is procured solely by the  efforts
          of a Hertz employee from the Effective Date through December  31,
          1996.  Such one-time  commission will be  increased by $1.00  for
          the period January 1,  1997 through the  termination date of  the
          Agreement.  The basis for the Hertz employee compensation will be
          receipt of an Equipment rental application completed by the Hertz
          employee.  The  order must  be signed  by the  Customer and  must
          designate the Hertz location number and the Hertz employee as the
          source of the sale.  Payment will be made in accordance with  the
          Commission Incentive Procedures adopted by Hertz and STC.






          Exhibit 10.2
                                  AGREEMENT BETWEEN
                         SHARED TECHNOLOGIES CELLULAR, INC.
                                         AND
                          NATIONAL CAR RENTAL SYSTEM, INC.


          This Agreement (the "Agreement") is made as of the 1st day of
          July,  1996  (the  "Effective  Date"),  by  and  between   Shared
          Technologies  Cellular,  Inc.,  a  Delaware  corporation,  having
          offices at  100  Great  Meadow Road,  Wethersfield,  CT    06109,
          ("STC"),  and  National  Car  Rental  System,  Inc.,  a  Delaware
          corporation,  having  offices  at   7700  France  Avenue   South,
          Minneapolis, MN  55435 ("National").

          WHEREAS, National is in the business  of renting vehicles to  the
          traveling public  from various  rental locations  throughout  the
          United States; and

          WHEREAS, STC is  in the business  of providing portable  cellular
          telephones including all accessories (the "Equipment") for short-
          term use; and

          WHEREAS,  National and STC desire to enter into this Agreement to
          allow STC  the right  to provide  Equipment rentals  to  National
          customers at those locations identified in the attached Exhibit A
          (the "Location Schedule"), which may be amended from time to time
          to add  or delete  locations by  written  mutual consent  of  the
          parties hereto.

          NOW THEREFORE,  in consideration  of the  promises and  covenants
          contained  herein,  the  receipt   and  adequacy  of  which   are
          acknowledged, the parties agree as follows.

          1.  Term and Termination.


          (a)   This  Agreement shall  have  a  term of  three  (3)  years,
          commencing as of  the date first  written above,  subject to  the
          following.    The  term  hereof  shall  automatically  renew  for
          successive one (1) year terms, unless terminated by either  party
          by written notice given to the  other party at least ninety  (90)
          days prior to the  end of the  initial term or  any term then  in
          effect.

          (b)  Notwithstanding anything contained in this Agreement to  the
          contrary, STC will have the  right to immediately terminate  this
          Agreement upon written notice  to National specifying the  reason
          for termination pursuant to this  Paragraph 1(b), if the  Federal
          Communications  Commission   or  any   other  regulatory   agency
          promulgates any rule, regulation, or order which i) in effect  or
          application  substantially  impedes   STC  from  fulfilling   its
          obligations hereunder,  or ii)  materially or  adversely  affects






          STC's ability to conduct its business.  For the purposes of  this
          Agreement, a regulatory rule, regulation or order will be  deemed
          to

          "substantially  impede"  STC  from  fulfilling  its   obligations
          hereunder if STC must significantly alter the manner in which  it
          provides cellular phone rentals to end users.

          (c)  Notwithstanding anything contained in this Agreement to  the
          contrary, within thirty (30) days after furnishing National  with
          reasonable  evidence  that  the  continuation  of  the  Equipment
          rentals at any  location identified in  the Location Schedule  is
          not or is not likely to become a profitable business in the  then
          foreseeable  future,  STC  may  terminate  the  Equipment  rental
          program at such location(s).  In such event, National shall  have
          the right to engage a third  party to replace STC as provider  of
          Equipment rentals at such location(s).

          (d)  Notwithstanding anything contained in this Agreement to  the
          contrary, within thirty (30) days after furnishing National  with
          reasonable evidence that STC's losses  due to fraud or  Equipment
          theft are so great that it is no longer economically practical to
          operate at a  location identified in  the Location Schedule,  STC
          may terminate the Equipment  rental program at such  location(s).
          In such event, National  shall have the right  to engage a  third
          party to replace  STC as provider  of Equipment  rentals at  such
          location(s).

          (e)  Notwithstanding anything contained in this Agreement to  the
          contrary, in the event that the cellular phone rental program  is
          terminated  at  an  individual  National  corporate  location  in
          accordance with Paragraph  3(c) or Paragraph  3(d) below and  the
          average monthly gross revenues received by STC from the Equipment
          rentals made at such location are at least $7,500, then  National
          and STC shall enter  into good faith  negotiations to reduce  the
          Minimum Commission and the Annual  Bonus payments payable by  STC
          pursuant to Paragraph 5 of this Agreement.

          2.  Appointment.


          (a)  National hereby grants to STC the exclusive right to provide
          Equipment on  a rental  basis to  National  customers at  all  of
          National's  corporate  locations  in  the  United  States,  which
          locations   are    identified   on    the   Location    Schedule.
          Notwithstanding the foregoing,  National shall have  a period  of
          sixty (60)  days  from  the  Effective  Date  to  wind  down  and
          terminate its cellular  phone rental program  with a third  party
          vendor at each  of those  corporate locations  identified on  the
          Location Schedule as  a location where  a third  party vendor  is
          operating on  the Effective  Date.   In the  event that  National
          closes its car rental operations  at a corporate location  during
          the term of this  Agreement, National shall  provide STC with  at






          least  thirty  (30)  days  prior  written  notice  and  upon  the
          expiration of such 30-day  period, the closed corporate  location
          shall be deemed to  be deleted from the  Location Schedule.   The
          addition of new corporate car rental locations shall be  governed
          by Paragraph 2(c) below.
          (b)  Upon request by STC,  National agrees to approach any  third
          party who operates a car rental business pursuant to a grant of a
          franchise or  license from  National (a  "National Licensee")  to
          promote  STC  as  National's  exclusive  cellular  phone   rental
          services provider.    If STC  enters  into an  agreement  with  a
          National Licensee for the provision of cellular telephone rentals
          as a result of  the contact and promotion  by National, then  STC
          agrees that the gross collected airtime revenues received by  STC
          from a cellular phone rental program conducted with such National
          Licensee shall be included in the calculation of the Annual Bonus
          described in Paragraph 5(e) below.

          (c)  In the event that during the term of this Agreement National
          opens  additional  corporate  locations  in  the  United  States,
          National shall notify STC in writing and STC shall have the right
          of first refusal  to provide Equipment  to National customers  at
          the additional locations  on the  same terms  and conditions  set
          forth herein.  STC shall have up to thirty (30) days to  exercise
          its right of first refusal.   In the event STC does not  exercise
          its right  of  first  refusal as  provided  above,  National  may
          negotiate with third parties to provide cellular phone rentals at
          the locations designated  by National  in its  written notice  to
          STC.  In the event that STC exercises its right of first refusal,
          the Location Schedule shall be modified to include the  corporate
          location(s) designated by National in its written notice to STC.

          (d)   STC  reserves the  right  to grant  licenses  and/or  award
          franchises to  a  third  party to  operate  an  Equipment  rental
          business in those cities identified on the Location Schedule, and
          National agrees that in such  event STC's licensee or  franchisee
          shall have the right to  provide Equipment rentals in  accordance
          with the terms of this Agreement.

          3.   Responsibilities of National.


          (a)  National acknowledges  that  all Equipment  delivered  under
          this Agreement is the property of STC.  Upon termination of  this
          Agreement for any  reason whatsoever  or the  termination of  the
          rental program at  any individual  location, STC  may remove  its
          Equipment from National's premises.

          (b)  With respect  to each  location identified  on the  Location
          Schedule, National agrees to:

               i)   Provide a  safe and  secure area  for the  storage  and
               recharging of Equipment.  National shall be responsible  for
               locking unused  inventory  in  the  boxes  provided  by  STC






               pursuant to  Paragraph 4(d)  during any  hours of  operation
               that an STC employee is  not staffing a particular  National
               location;



               ii)  Designate a responsible  individual who will  interface
               with STC on the day to day Equipment rental business;

               iii) Inform each of  its customers of  the Equipment  rental
               program and  the opportunity  to  rent a  portable  cellular
               telephone from STC;

               iv)  Solicit orders  for Equipment  rentals by  asking  each
               National customer  at  the  time  the  customer  reserves  a
               vehicle  from  National  if  such  customer  wants  to  rent
               Equipment from STC;

               v)   Display marketing and promotional materials,  including
               point-of-sale posters and rate cards provided by STC,  where
               not prohibited at National counters;

               vi)  Develop cooperative marketing programs and  promotional
               materials with  STC to  maximize  revenue potential  at  all
               locations;

               vii) Report all  malfunctions, improper  operation,  damage,
               theft or other loss of Equipment to STC; and

               viii) Be  responsible for  the Equipment  rental and  return
               functions during STC's unstaffed hours of operation.

          (c)  National shall  be  solely  responsible  for  obtaining  any
          permits, licenses, consents or  other authorizations as  required
          by any federal, state or local law or by any airport authority or
          other governmental  entity  having jurisdiction  over  National's
          operations at any location identified on the Location Schedule to
          conduct the Equipment rental program with STC.  In the event that
          an airport authority refuses to authorize National to conduct the
          business provided hereunder, such airport location will be deemed
          to be deleted  from the Location  Schedule and  National and  STC
          agree to use their best efforts to develop a mutually  acceptable
          proposal to address  the concerns  of such  airport authority  so
          that such location may be included  in the cellular phone  rental
          program at a later date.

          (d)  National frequently leases  its facilities and operates  its
          car rental  business under  grant from  various state  and  local
          governmental and airport  entities (which grants  and leases  are
          hereby referred  to as  "Concession  Agreements").   The  parties
          acknowledge and agree  that this Agreement  is entirely  separate
          and  distinct  from  and  independent  of  National's  Concession
          Agreements.  Consequently, National  shall be solely  responsible






          for the performance or non-performance of any of its  obligations
          under its Concession  Agreements, including, without  limitation,
          the payment of any  applicable airport concession  fees.  In  the
          event that an airport authority or other governmental entity with
          jurisdiction  over  an  individual  location  identified  on  the
          Location Schedule advises  National that the  rental of  cellular
          phones  constitutes  a     violation  of  National's   Concession
          Agreement for such  location or  that the  airport authority  has
          promulgated a rule that  prohibits cellular phone rental  vendors
          from operating at  such location,  then STC  agrees to  cooperate
          with National to terminate the  cellular phone rental program  at
          such location.

          4.  Responsibilities of STC.


          (a)  For those locations identified on the Location Schedule, STC
          agrees to maintain a  supply of Equipment  that is sufficient  to
          meet customer  demand.    STC agrees  to  maintain  a  sufficient
          inventory for each location  identified on the Location  Schedule
          such  that  the  average  daily  utilization  (rental)  level  of
          inventory assigned to a particular location will not exceed sixty
          percent (60%).

          (b)  STC will provide staff ranging from full time rental agents,
          who will complete  the entire  rental process,  to support  staff
          only, who will train and assist National employees in  completing
          the rental process.  STC employees shall conduct themselves in  a
          professional and courteous manner at all times hereunder.

          (c)  STC will provide  the following  monthly management  reports
          for each location identified on the Location Schedule:

               i)   A detailed revenue  report, which  will include  market
               area rankings and utilization analysis; and

               ii)  Commission reports, which  will include an  explanation
          of   any offsets that STC is entitled to hereunder.

          In addition, STC will provide a  year end statement to  National,
          which will include a summary  of all monthly commission  payments
          made by STC during the prior calendar year.

          (d)   At  its  sole  cost,  STC  will  provide  National  with  a
          sufficient number of storage boxes containing a lock mechanism to
          be used for storing and securing Equipment in inventory.

          (e)  With respect  to each  location identified  on the  Location
          Schedule, STC agrees to:

               i)   Train National personnel in  the use of the  Equipment,
               STC's  pre-packaged   telephone   kits,  and   STC's   sales
               materials.  STC will inform all National employees that they






               are not  authorized to  use Equipment  without completing  a
               rental agreement and paying all normal charges for such use.
               National employees will  be billed directly  by STC for  any
               charges for such use;



               ii)  Establish call restrictions and all rates to be charged
               for Equipment rental and metered airtime usage.  STC has the
               right to  offer special  promotions or  rate changes  as  it
               deems proper.  Such promotions or rate changes will remain
               competitive with the  industry.  STC  will provide  National
               with point of sales  materials that reflect such  promotions
               or rate changes;

               iii) Be responsible for billing all charges to each customer
               for the rental of Equipment and the provision of service;

               iv)  Be  responsible  for  resolving  all  customer  billing
               inquiries.   In  the  event  of  an  irreconcilable  billing
               dispute  between  STC  and  a  customer,  STC  will   notify
               National.  Upon  such notification, National  will have  the
               right to intervene
               in the  dispute  and attempt  to  bring about  a  reasonable
               solution;

               v)   Be responsible  for administrative  paperwork,  battery
               charging, equipment maintenance, and inventories  associated
               with the  Equipment  rental  program  during  any  hours  of
               operation that  an STC  employee  is staffing  a  particular
               National location.    All  repairs and  maintenance  of  the
               Equipment will be at the expense of STC, except any  repairs
               caused by the  negligence of National  and its employees  or
               agents; and

               vi)  Provide and  produce  collateral  materials,  including
               without limitation, point-of-sales materials.

          (f)  STC shall allow National,  upon reasonable prior notice  and
          at the sole cost  and expense of National,  to inspect the  books
          and records of STC during normal business hours, as such records
          pertain to National.   If audit results  reveal a discrepancy  of
          more than three percent (3%), STC  agrees to bear the expense  of
          the audit.

          (g)  STC shall  have the sole  responsibility for complying  with
          any law, rule, order or regulation of the Federal  Communications
          Commission or a state Public Utility or Service Commission having
          jurisdiction over STC's cellular phone rental business.

          5.  Compensation.






          (a)  Unless  otherwise designated on  the Location Schedule,  STC
          agrees to pay  National a  commission (the  "Commission") in  the
          amount of  twenty-five percent  (25%)  of the  monthly  collected
          gross revenues received  by STC for  airtime usage and  equipment
          rental charges in connection with Equipment rentals made at  each
          National corporate location identified on the Location  Schedule.
          For the purposes of  determining Commissions hereunder, the  term
          "gross revenues" shall exclude any state, federal or local taxes.
          Commissions shall be paid by STC monthly in arrears within thirty
          (30) days after the end of each month in which such  compensation
          is earned.

          (b)  In addition  to the Commissions payable  by STC pursuant  to
          Paragraph  5(a),  STC  agrees  to  pay  incentives  to   National
          employees as  provided by  the STC  Commission Incentive  Program
          attached hereto as Exhibit B and made a part hereof.


          (c)  Notwithstanding anything contained in this Agreement to  the
          contrary, STC agrees that the aggregate Commission payments  made
          to National pursuant to Paragraph 5(a) during each full  calendar
          year of this Agreement shall not be less than $500,000  ("Minimum
          Commission"), so long as STC has  the exclusive right to  provide
          Equipment rentals  at all  National  corporate locations  in  the
          United States  and  subject  to  the  following.    Such  Minimum
          Commission shall  be  prorated  for any  partial  calendar  year.
          Annually within  ninety (90)  days of  the end  of each  calendar
          year, the parties shall reconcile the Minimum Commission with the
          actual Commission payments  made during the  calendar year.   Any
          sum due National as a result of such reconciliation shall be paid
          within said ninety (90) days.

          (d)  In  the event that  on or before  August 15, 1996,  National
          incorporates  STC's  Equipment  rental  program  into  National's
          electronic car  rental  reservation system,  including,  but  not
          limited to  the  EDS  rental  counter  system  at  each  National
          corporate location, then STC will increase the Minimum Commission
          to $600,000.

          (e)   STC  agrees to  pay  National an  annual  bonus  commission
          ("Annual Bonus") in accordance with the following schedule, based
          on the indicated percentage of  total gross revenues received  by
          STC during each contract year during  the term for airtime  usage
          and equipment rental charges in connection with Equipment rentals
          made at  all  National  corporate  locations  identified  on  the
          Location Schedule and  at all  locations operated  by a  National
          Licensee, subject to  the following.   Contract  year shall  mean
          each successive  period  of one  (1)  year during  term  of  this
          Agreement, ending on the same day and month, but not year, as the
          day and month on which the Effective Date occurs.  Gross revenues
          shall exclude any state, federal  or local taxes, refunds  issued
          to customers, credits, bad debt incurred or the like.














                 Total Gross Revenues
                   Received During                Percentage of
               Applicable Contract Year           Gross Revenues


               $2,500,000 - $3,249,999.99              1%

               $3,250,000 - $3,749,999.99              2%

               $3,750,000 - $4,249,999.99              3%

               $4,250,000 - $4,749,999.99              4%

               $4,750,000 and greater                  5%



               The Annual Bonus shall be payable within ninety (90) days of
          the end of each contract year during the term of this Agreement.


          6.   Indemnification.


          (a)   National  shall defend,  indemnify  and hold  STC  and  its
          officers, directors,  employees  and  agents  harmless  from  and
          against  all  claims,  damages   and  liabilities  arising   from
          National's negligence or other wrongful acts or omissions arising
          in any  way  out  of this  Agreement  or  National's  performance
          hereunder.

          (b)   STC  shall defend,  indemnify  and hold  National  and  its
          officers, directors,  employees  and  agents  harmless  from  and
          against all claims,  damages and liabilities  arising from  STC's
          negligence or other wrongful acts or omissions arising in any way
          out of this Agreement or STC's performance hereunder.

          (c)  To induce  National to provide  the credit card  information
          contained in rental profiles, STC agrees to defend, indemnify and
          hold National  harmless  from and  against  any and  all  claims,
          demands or liabilities of whatever  kind and nature, imposed  on,
          incurred by or asserted against National in any way caused by  or
          proximately relating to or  arising out of any  use or misuse  of
          any customer credit card information by  STC.  This indemnity  is
          in addition to and not in substitution of any other indemnity  in






          this Agreement.

          7.  Insurance.  STC shall obtain and provide evidence of coverage

          of  insurance   satisfactory   to  National   including   general
          comprehensive  liability   insurance  of   One  Million   Dollars
          ($1,000,000) on  which  National  shall be  named  as  additional
          insured.  STC  shall carry all  other insurance  required by  the
          states  in   which   STC  does   business,   including   worker's
          compensation.



          8.   Risk of Loss.


          (a)  National acknowledges that all  Equipment provided to it  in
          connection with the performance of this Agreement is the personal
          property  of  STC.    National  shall  be  responsible  for   the
          safekeeping of all  Equipment delivered to  it by  STC and  shall
          bear the risk of loss or damage to, or theft of, such  Equipment.
          However, STC shall bear the risk  of loss or damage to, or  theft
          of, the Equipment in the possession of a customer, provided  that
          such  Equipment  left  the  possession  of  a  National  employee
          pursuant to  a  rental agreement  signed  by a  customer  and  in
          accordance with STC's instructions,  policies and procedures,  as
          provided to National by STC from time to time (the "Procedures").

          (b)  National understands that in the event of loss or damage to,
          or theft  of,  Equipment  (other than  Equipment  that  left  the
          possession  of  National  in  accordance  with  the  Procedures),
          National shall be  responsible for  the replacement  cost of  the
          Equipment and  for all  charges attributable  to the  use of  the
          Equipment until such loss or theft has been reported to STC.   In
          the event that National incurs any payment obligation to STC  for
          lost, damaged or stolen Equipment, then STC shall have the  right
          to withhold such  amounts from any  commissions owed to  National
          hereunder.  STC agrees to include  an explanation in its  monthly
          commission report  to  National  for any  amounts  withheld  from
          commissions owed to National.

          9.  Default.  In the event  either party fails to perform any  of

          its obligations under this  Agreement and such failure  continues
          for more than thirty (30) days  following written notice of  such
          default, then the  non-defaulting party shall  have the right  to
          terminate this  Agreement, without  limiting any  other  remedies
          available at law or in equity.  However, if such breach cannot be
          cured within said thirty (30) day period, then, if the  breaching
          party has commenced  to cure  within such  period and  diligently
          pursues the cure, such party shall not be in default hereunder as
          long as it continues  to diligently pursue such  cure, but in  no
          event for a period in excess of ninety (90) days from the initial






          notice date.

          10.  Confidentiality.    Each   party    shall    maintain    the

          confidentiality of, and  shall not disclose  to any third  party,
          any confidential or proprietary information concerning the  other
          party,  including,   without  limitation,   customer  lists   and
          financial information.  This Paragraph shall remain in effect for
          a period  of two  (2) years  following  the termination  of  this
          Agreement.

          11.  Trademarks.    Neither party  shall  use any  trademarks  or

          tradenames of the other party in any manner, except as  expressly
          authorized  by  the  other  party.    Upon  termination  of  this
          Agreement, National shall return to  STC all marketing and  sales
          materials then in the possession of National.

          12.  Relationship of the Parties.


          (a)  STC shall  at  all  times  hereunder  be  deemed  to  be  an
          independent contractor of National.  Nothing in this Agreement is
          intended to constitute either party as a joint venturer, partner,
          agent, dealer,  franchisee  or  employee of  the  other  for  any
          purpose whatsoever.

          (b)  National's  employees will  not be or  be deemed  to be  STC
          employees  or   joint   employees.      National   assumes   full
          responsibility for  the  acts  of its  employees  and  for  their
          supervision, daily  direction  and  control.   STC  will  not  be
          responsible  for   workers  compensation   premiums,   disability
          benefits,  withholding  taxes,   social  security,   unemployment
          insurance  or  any  other  taxes  or  benefits  of  National   or
          National's employees.

          (c)  Neither party shall have any authority to enter into or bind
          the other party in contract, nor make any unauthorized
          representations  or  warranties  concerning  the  other   party's
          products or services.

          13.  Notice.   All notices  required  or permitted  to  be  given

          hereunder shall be deemed  to have been  given when deposited  in
          the mail (certified and postage prepaid) or delivered in hand  to
          the applicable address set forth below.  Either party may  change
          its notice address by notifying the other in writing.

               If to STC:

               Shared Technologies Cellular, Inc.
               100 Great Meadow Road
               Suite 104






               Wethersfield, CT  06109
               Attn:  Legal Department


               If to National:

               National Car Rental System, Inc.
               World Headquarters
               7700 France Avenue South
               Minneapolis, MN  55435
               Attn:  Properties Legal Department
                      Mary F. Zeise, Legal Assistant


          14.    Limitation  of  Liability.

                                               Notwithstanding  any   other

          provision of this Agreement, neither party shall be liable to the
          other,   either   directly   or   through   operation   of    any
          indemnification or hold harmless provision of this Agreement, for
          any consequential (including lost profits), incidental, indirect,
          special or  punitive  damages arising  in  any way  out  of  this
          Agreement.
          15.  Most Favored Nations.  As part of the inducement to National

          for this Agreement,  STC represents and  agrees that,  as of  the
          Effective Date,  STC will  not provide  portable cellular  rental
          services to any car rental firm  on terms more favorable to  such
          firm than those being granted to National under this Agreement.

          16.  General.


          (a)  Each party hereto represents and warrants to the other  that
          this Agreement  will  not  conflict with  or  violate  any  prior
          commitment, agreement or understanding that it has with any third
          party.

          (b)  This agreement shall be governed by the laws of the State of
          Connecticut.  However, any dispute arising out of this  Agreement
          which solely  effects  the  operation  of  the  Equipment  rental
          program at  a  particular  location identified  on  the  Location
          Schedule shall be resolved in accordance with the applicable laws
          of the state governing such location.

          (c)  This Agreement constitutes the entire understanding  between
          the parties relating to the subject matter hereof and  supersedes
          any and all prior  discussions, proposals or agreements,  whether
          oral or written.  No modification  or addition to this  Agreement
          shall be valid unless in writing signed by the parties hereto.

          (d)  The section  headings of  this agreement  are for  reference
          purposes only and shall  not constitute a  part hereof or  affect
          the meaning or interpretation of this Agreement.







          (e)  In the event of a dispute arising out of this Agreement, the
          prevailing party shall be entitled to recovery of its  reasonable
          legal fees and expenses.

          (f)  The waiver of any provision of  this Agreement shall not  be
          construed as  a continuing  waiver of  such  breach or  of  other
          breaches of the same or of other provisions hereof.

          (g)  The parties  acknowledge  that  they  have  each  read  this
          Agreement in its entirety, understand it and agree to be bound by
          the terms and conditions contained herein.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
          Agreement as of the date first written above.

          Shared Technologies                National Car  Rental  Systems,
          Cellular, Inc.                     Inc.


          By:_________________________       By:_________________________
             Jon Sorenson                       Jeffrey Panell

          Its:_________________________      Its:  Executive Vice President


          Date:_________________________     Date:_________________________

          (6/12/96)













                                      EXHIBIT A



                                  LOCATION SCHEDULE






          National Locations


          Albuquerque, NM
          Atlanta, GA
          Baltimore, MD
          Birmingham**
          Boston, MA
          Buffalo, NY
          Burbank, CA
          Charleston, SC
          Charlotte, NC
          Chicago, IL
          Chicago, O'Hare
          Chicago, Midway
          Cincinnati, OH
          Cleveland, OH
          Dallas, Love
          Dallas, North
          Dallas, South
          Dayton, OH
          Denver, CO
          Detroit, MI
          Fresno, CA
          Ft. Lauderdale, FL
          Ft. Meyers, FL
          Ft. Walton Beach, FL
          Grand Rapids, MI
          Greensboro,  NC
          Gulfport-Biloxi**
          Harlingen**
          Hartford, CT
          Honolulu, HI
          Houston, Hobby
          Houston, IAH
          Huntsville, AL**
          Jacksonville, FL
          Kansas City, MO
          Las Vegas, NV
          Long Beach, CA
          Los Angeles, LAX
          Louisville, KY
          Manhattan, NY
          McAllen**
          Memphis, TN**
          Miami, FL
          Milwaukee, WI
          Minneapolis, MN
          Mobile, AL**
          Monterey, CA
          Naples, FL
          Nashville, TN**
          New Orleans, LA






          New York, JFK
          New York, LaGuardia
          Newark, NJ
          Newport/Orange County, CA
          Oakland, CA
          Ontario, CA
          Orlando, FL*
          Panama City, FL
          Pensacola, FL
          Philadelphia, PA
          Phoenix, AZ
          Pittsburgh, PA
          Portland, OR
          Raleigh, NC
          Reno, NV**
          Richmond, VA
          Rochester, NY
          Sacramento, CA
          San Diego, CA
          San Francisco, DT
          San Francisco, SFO
          San Jose, CA
          Savannah, GA
          Seattle, WA
          Syracuse, NY
          Tallahassee, FL
          Tulsa, OK
          Washington DC
          Washington, DC National
          Washington, DC Dulles
          West Palm Beach, FL

          All applicable corporate locations where both parties mutually
          agree.


          Shared Technologies Cellular, Inc. National Car Rental System,
          Inc.
          By:       By:
          Its:      Its:
          Date:          Date:




          *The commission rate for this location shall be thirty percent
          (30%) for the purposes of calculating commissions payable by STC
          pursuant to Paragraph 5(a) of the Agreement.

          **On the Effective Date of this Agreement, National has a third
          party vendor providing cellular phone rentals at this location.
          Pursuant to Section 2(a) of the Agreement, National has sixty
          (60) days from the Effective Date to wind down and terminate its






          cellular phone rental program with such third party vendor.

          Shared Technologies                National Car  Rental  Systems,
          Cellular, Inc.                     Inc.


          By:_________________________       By:_________________________

          Its:_________________________      Its:_________________________

          Date:_________________________
          Date:_________________________








                                      Exhibit B



                                STC Incentive Program



          1.  STC agrees to pay a one-time commission in the amount of Four
          Dollars ($4) for  each Equipment  rental order  that is  procured
          solely by the efforts  of a National  car rental agent  employee,
          subject to  the  following.  Such  one-time  commission  will  be
          increased by One Dollar ($1) for each customer who accepts  STC's
          theft protection pursuant to  an Equipment rental order  procured
          by a National car rental agent employee.  The basis for the  one-
          time commission payable to  an individual National employee  will
          be  the  receipt  by  STC  of  an  Equipment  rental  application
          completed by  the  National  car rental  agent  employee.    Such
          application must be signed by the customer and must designate the
          National location and the National  car rental agent employee  as
          the source of the sale.  Generally, the one-time commission  will
          be paid by STC to individual  National car rental employees on  a
          weekly basis.   STC  will issue  individual National  car  rental
          employees  a  Form  1099   in  accordance  with  applicable   IRS
          requirements.

          2.  Notwithstanding anything contained in Paragraph 1 above, if a
          National bus driver employee assists a National car rental  agent
          employee in procuring  an Equipment rental  order, then the  one-
          time commission  payable by  STC pursuant  to Paragraph  1  above
          shall  be  shared  on  an  equal  basis  between  such   National
          employees.






          Exhibit 10.5

                         SHARED TECHNOLOGIES CELLULAR, INC.
                              1994 DIRECTOR OPTION PLAN


          1.   PURPOSE


               The purpose of this 1994 Director Option Plan (The "Plan")
          of Shared Technologies Cellular, Inc., a Delaware corporation
          (the "Company"), is to encourage ownership in the Company by
          outside directors of the Company whose continued services are
          considered essential to the Company's future progress and to
          provide them with a further incentive to remain as directors of
          the Company.

          2.   ADMINISTRATION


               The Board of Directors shall supervise and administer the
          Plan.  Grants of stock options under the Plan and the amount and
          nature of the awards to be granted shall be automatic and
          nondiscretionary in accordance with Section 5.  However, all
          questions of interpretation of the Plan or of any options issued
          under it shall be determined by the Board of Directors and such
          determination shall be final and binding upon all persons having
          an interest in the Plan.

          3.   DIRECTORS ELIGIBLE FOR PARTICIPATION


               Each director of the Company who is not an employee of the
          Company or any Subsidiary, or affiliate of the Company shall be
          eligible to participate in the Plan.

          4.   STOCK SUBJECT TO THE PLAN


               (a)  The maximum number of shares which may be issued under
          the Plan shall be 50,000 shares of the Company's Common Stock.
          $.01 par value per share ("Common Stock")

               (b)  If any outstanding option under the Plan for any reason
          expires or is terminated without having been exercised in full,
          the shares allocable to the unexercised portion of such option
          shall again become available for grant pursuant to the Plan.

               (c)  All options granted under the Plan shall be non-
          statutory options not entitled to special tax treatment under
          Section 422 of the Internal Revenue Code of 1986, as amended to
          date and as may be amended from time to time (the "Code").











          5.   TERMS, CONDITIONS AND FORMS OF OPTIONS


               Each option granted under the Plan shall be evidenced by a
          written agreement in such form as the Board of Directors shall
          from time to time approve, which agreements shall comply with and
          be subject to the following terms and conditions:

               (a)  Option Grant Dates.      Each eligible director,

          including a director serving in that capacity on the effective
          date of the Plan, will automatically receive an option to
          purchase 2,000 thousand shares after having served, from and
          after September 20, 1994, one (1) year as a director.
          Thereafter, each eligible director will automatically receive an
          option to purchase an additional 2,000 shares upon commencement
          of each subsequent year of service as an eligible director.  All
          options granted under the Plan will be immediately exercisable
          after six (6) months from the date of grant.

               (b)  Option Exercise Price. The option exercise price per

          share for each option granted under the Plan shall be equal: (i)
          if the Common Stock is then traded on the over-the-counter market
          the average of the Closing bid and ask prices for the shares of
          Common Stock in such over-the-counter market for the last
          preceding date on which there was a sale of such Common Stock in
          such market; (ii) if the Common Stock is then listed on a
          national securities exchange, the closing sales price per share
          for the last preceding date on which there was a sale of such
          Common Stock  on such exchange; or (iii) if, on the relevant
          date, the Common Stock is not publicly traded or reported as
          described in (i) or (ii), the value determined in good faith by
          the Board of Directors.

               (c)  Options Non-Transferable. Each option granted under the

          Plan by its terms shall  not be transferable by the optionee
          otherwise than by will, or by the laws of descent and
          distribution, and shall be exercised during the lifetime of the
          optionee only by him.  No option or interest therein may be
          transferred, assigned, pledged or hypothecated by the optionee
          during his lifetime, whether by operation of law or otherwise, or
          be made subject to execution, attachment or similar process.

               (d)  Exercise Period.    Except as otherwise provided in the

          Plan, each option may be exercised fully on the date of grant of






          such option, provided that, subject to the provisions of Section

          5(e), no option may be exercised more than ninety (90) days after
          the optionee ceases to serve as a director of the Company.  No
          option shall be exercisable after the expiration of ten (10)
          years from the date of grant or prior to approval of the Plan by
          the stockholders of the Company, whichever is earlier.

               (e)  Exercise Period Upon Disability or Death.

               Notwithstanding the provisions of Section 5(d), any option
          granted under the Plan:

                    (i)  may be exercised in full by an optionee who
          becomes disabled (within the meaning of Section 22(e) (3) of the
          Code or any successor provision thereto) while serving as a
          director of the Company; or (ii) may be exercised

                    (x)  in full upon the death of an optionee while
          serving as a director of the Company, or
                    (y)  to the extent then exercisable upon the death of
          an optionee within ninety (90) days of ceasing to serve as a
          director of the Company,

          by the person to whom it is transferred by will, by the laws of
          descent and distribution, or by written notice filed pursuant to
          Section  5(h);

          in each such case within six months (or such longer period as may
          be determined by the Board of Directors in its sole discretion)
          after the date the optionee ceases to be such a director;
          provided, that in no option shall be exercisable after the
          expiration of ten (10) years from the date of grant.

               (f)  Exercise Procedure. Options may be exercised only by

          written notice to the Company at its principal office accompanied
          by payment of the full consideration for the shares as to which
          they are exercised.

               (g)  Payment of Purchase Price.    Options granted under the

          Plan may provide for the payment of the exercise price (i) by
          delivery of cash (or cash equivalent) in an amount equal to the
          exercise price of such options or, (ii) to the extent provided in
          the applicable option agreement, by delivery to the Company of
          shares of Common Stock then owned by the optionee having a fair
          market value equal in amount to the exercise price of the options
          being exercised, or (iii) by any combination of such methods of
          payment.  The fair market value of any shares of Common Stock or
          other non-cash consideration which may be delivered upon exercise
          of an option shall be determined by the Board of  Directors.






               (h)  Exercise by Representative Following Death of

          Director.      A director, by written notice to the Company, may

          designate one or more persons (and for time to time change such
          designation) including his legal representative, who, by reason
          of his death, shall acquire the right to exercise all or a
          portion of the option.  If the person or persons so designated
          wish to exercise all or a portion of the option, they must do so
          within the term of the option as provided herein.  Any exercise
          by a representative shall be subject to the provisions of the
          Plan.

               6.   ASSIGNMENTS


                    The rights and benefits under the Plan may not be
          assigned except for the designation of a beneficiary as provided
          in Section 5.

               7.   LIMITATION OF RIGHTS


                    (a)  No Right to Continue as a Director.     Neither

          the Plan, nor the granting of an option not any other action
          taken pursuant to the Plan, shall constitute or be evidence of
          any agreement or understanding, express or implied, that the
          Company will retain a director for any period of time.

                    (b)  No Stockholders' Right for Options.     An

          optionee shall have no rights as a stockholder with respect to
          the shares covered by his options until the date of the issuance
          to him of a stock certificate therefor, and no adjustment will be
          made for dividends or other rights for which the record date is
          prior to the date such certificate is issued.

          8.   CHANGES IN CAPITAL STOCK


               (a)   If (x) the outstanding shares of Common Stock are
          increased, decreased or exchanged for a different number or kind
          of shares or other securities of the Company, or (y) additional
          shares of Common Stock or new or different shares of Common Stock
          or other securities of the Company or other non-cash assets are
          distributed with respect to such shares or other securities,
          through or as a result of any merger, consolidation, sale of all
          or substantially all of the assets of the Company,
          reorganization, recapitalization, reclassification, stock
          dividend, stock split, reverse stock split or other similar
          transaction with respect to such shares or other securities, an
          appropriate and proportionate adjustment shall be made in (i) the






          maximum number and kind of shares reserved for issuance under the
          Plan, and (ii) the number and kind of shares or other securities
          subject to any then outstanding options under the Plan, and (iii)
          the price for each share subject to any then outstanding options
          under the Plan without changing the aggregate purchase price for
          each share subject to any then outstanding options under the
          Plan, without changing the aggregate purchase price as to which
          such options remain exercisable.  No fractional shares will be
          issued under the Plan on account of any such adjustments.
          Notwithstanding the foregoing, no adjustment shall be made
          pursuant to this Section 8 if such adjustment would cause the
          Plan to fail to comply with Rule 16b-3 or any successor rule
          promulgated pursuant to Section 16 of the Securities Exchange Act
          of 1934.

               (b)  In the event that the Company is merged or consolidated
          into or with another corporation (in which consolidation or
          merger, the stockholders of the Company receive distributions of
          cash or securities of another issuer as a result thereof),  or in
          the event that all or substantially all of the assets of the
          Company are acquired by any other person or entity, or in the
          event of a reorganization or liquidation of the Company, the
          Board of Directors of the Company, or the Board of Directors of
          any corporation assuming the obligations of the Company, shall,
          as to outstanding options, take one or more of the following
          actions; (i) provide that such options shall be assumed, or
          equivalent options shall be substituted, by the acquiring or
          succeeding corporation (or an affiliate thereof), (ii) upon
          written notice to the optionees, provide that all unexercised
          options will terminate immediately prior to the consummation of
          such transaction unless exercised by the optionee within a
          specified period following the date of such notice, or (iii) if,
          under the terms of a merger transaction, holders of the Common
          Stock of the Company will receive upon consummation thereof a
          cash payment for each share surrendered in the merger (the
          "Merger Price"), make or provide for a cash payment to the
          optionees equal to the difference between (A) the Merger Price
          times the number of shares of Common Stock subject to such
          outstanding options (to the extent then exercisable at prices not
          in excess of the Merger Price) and (B) the aggregate exercise
          price of all such outstanding options in exchange for the
          termination of such options.


               9.   AMENDMENT OF THE PLAN


                    The Board of Directors may suspend or discontinue the
          Plan or review or amend it in any respect whatsoever; provided,
          however that without approval of the stockholders of the Company
          no revision or amendment shall change the number of shares
          subject to the Plan or the number of shares issuable to any
          director of the Company under the Plan (except as provided in






          Section 8), change the designation of the class of any directors
          eligible to receive options, or materially increase the benefits
          accruing to participants under the Plan.  The Plan may not be
          amended more than once in any six-month period.

               10.  WITHHOLDING


                    Prior to issuance of shares of Common Stock upon
          exercise of an Option, the Optionee shall pay or make adequate
          provision for any federal or local taxes or any kind required by
          law to be withheld by the Company with respect to any shares
          issued upon exercise of options under the Plan.

               11.  EFFECTIVE DATE AND DURATION OF THE PLAN


                    (a) Effective Date. The Plan shall become effective

          when adopted by the Board of Directors and approved by the
          Company's stockholders.    Amendments to the Plan not requiring
          stockholder approval shall become effective when adopted by the
          Board of Directors;  amendments requiring stockholder approval
          shall become effective when adopted by the Board of Directors,
          but no option granted after the date of such amendment shall
          become exercisable (to the extent that such amendment to the Plan
          was required to enable the Company to grant such option to a
          particular optionee) unless and until such amendment shall have
          been approved by the Company's stockholders.  If such stockholder
          approval is not obtained within twelve months of the Board's
          adoption of such amendment, any options granted on or after the
          date of such amendment shall terminate to the extent that such
          amendment to the Plan was required to enable the Company to grant
          such option to a particular optionee.

                    (b)  Termination.   Unless sooner terminated in

          accordance with Section 9, the Plan shall terminate upon the
          close of business on the day next preceding the tenth anniversary
          of the date of its adoption  by the Board of Directors.

               12.  COMPLIANCE WITH RULE 16b-3


                    Transactions under the Plan are intended to comply with
          all applicable conditions of Rule 16b-3 or its successor
          promulgated pursuant to Section 16 of the Securities Exchange Act
          of 1934.  To the extent any provision of the Plan or action by
          the Board of Directors in administering the Plan fails to so
          comply, it shall be deemed null and void, to the extent permitted
          by law and deemed advisable by the Board of Directors.






               13.  GOVERNING LAW


                    The Plan and all determinations made and actions taken
          pursuant hereto shall be governed by the laws of the State of
          Delaware.

               14.  SUCCESSORS AND ASSIGNS


                    This Plan shall inure to the benefit of and be binding
          upon each successor and assign of the Company.  All obligations
          imposed upon a optionee, and all rights granted to the Company
          hereunder, shall be binding upon the optionee's heirs, legal
          representatives and successors.


               15.  ENTIRE AGREEMENT


                    This Plan and the written agreement with respect to
          each option granted under this Plan constitute the entire
          agreement with respect to the subject matter hereof and thereof,
          provided that in the event of any inconsistency between the Plan
          and such written agreement, the terms and conditions of this Plan
          shall control.






          Exhibit 10.13

                                EMPLOYMENT AGREEMENT


               This Employment Agreement  (the "Agreement") is  made as  of
          October 1,  1996 by  and  between SHARED  TECHNOLOGIES  CELLULAR,
          INC., a Delaware corporation (the "Company") and JON F.  SORENSON
          ("Employee").

                                     WITNESSETH

               WHEREAS, the  Company  desires  to obtain  the  services  of
          Employee in accordance with the terms, conditions and  provisions
          of the Agreement;

               WHEREAS, Employee desires to provide services to the Company
          in accordance with  the terms, conditions  and provisions of  the
          Agreement; and

               WHEREAS, each of  the Company  and Employee  agree that  the
          terms, conditions and  provisions of the  Agreement are fair  and
          reasonable and are necessary  to protect the legitimate  business
          interests of each other.

               NOW THEREFORE, the parties hereto agree as follows:

               1.   Employment.  The Company  hereby employs Employee,  and

          Employee hereby accepts such employment and agrees to perform his
          duties and  responsibilities hereunder,  in accordance  with  the
          terms and conditions hereinafter set forth.

               2.   Employment Term.

                                      The employment term of the  Agreement

          shall commence as of October 1,  1996 (the "Effective Date")  and
          shall expire  September 30,  1997, unless  earlier terminated  in
          accordance with Section  9 of  the Agreement;  provided that  the
          Agreement will  renew  automatically for  additional  consecutive
          one-year  periods,  and  otherwise   upon  the  same  terms   and
          conditions hereof, unless either party hereto shall have notified
          the other party in writing at least  60 days prior to the end  of
          the initial one-year  term or any  subsequent one-year term  that
          the Agreement will be terminated effective as of the end of  such
          term.  The initial term of the Agreement, and any subsequent term
          hereof, through the  termination of the  Agreement in  accordance
          with the provisions hereof, shall  hereinafter be referred to  as
          the "Employment Term".

               3.   Duties and  Responsibilities.

                                                    During  the  Employment

          Term, Employee shall  be employed as  President of the  Company's
          Rental Division, and Employee shall perform those duties normally






          associated  with  that  position,   subject  to  such   policies,
          guidelines  and  directions  consistent   therewith  as  may   be
          established from time to time by  the Chief Executive Officer  or
          the Board  of Directors  of the  Company.   Without limiting  the
          generality   of    the   foregoing,    Employee's   duties    and
          responsibilities   hereunder   shall   include         management
          responsibility  for  the  operations  of  the  Company's   Rental
          Division, subject to the direction of the Chief Executive Officer
          of the Company, to whom Employee shall report.  The Company shall
          propose to its Board of Directors that the Employee be  appointed
          to serve  as  an  officer  of the  Company  in  his  capacity  as
          President - Rental Division.







               4.   Extent  of  Services.
                                             During  the  Employment  Term,

          Employee will  utilize a  hands-on management  approach and  will
          devote his full time, attention and  energies to the business  of
          the Company,  and  will  perform and  discharge  his  duties  and
          responsibilities under Section  3 hereof faithfully,  diligently,
          to the  best  of  his  efforts and  abilities  and  in  a  manner
          consistent with any and all policies, guidelines and  directions,
          consistent  with  those  duties  normally  associated  with   the
          Employee's position, as may be established  from time to time  by
          the Chief Executive Officer of the  Company.  Except as  provided
          in Section  8 hereof,  the foregoing  shall not  be construed  as
          preventing Employee from making  investments in other  businesses
          or enterprises not  competitive with the  Company (as defined  in
          Section 8(a) hereof), provided that Employee agrees not to become
          engaged in any other business  activity which may interfere  with
          his  ability  to  discharge   his  duties  and   responsibilities
          hereunder.  Employee further agrees not to work either on a  part
          time or independent contracting basis  for any other business  or
          enterprise without the  prior written consent  of the Company  as
          may be provided in its sole discretion.

               5.   Compensation, Benefits and Expenses.



                    (a)  Salary.   The  Company  shall pay  to  Employee  a

          salary at the rate of Ninety-five Thousand Dollars ($95,000)  per
          annum, less deduction and withholding required by applicable law,
          payable in  arrears  in  accordance with  the  Company's  regular
          payroll schedule.   The parties  intend to review and  reevaluate
          such salary rate at year end.

                    (b)  Bonuses.  In addition to  the salary set forth  in

          Section 5(a) hereof, during  the Employment Term, Employee  shall
          be eligible to receive the  following bonuses in accordance  with
          the terms hereinafter set forth:

                         (i)    Post-financing  Bonus.

                                                          The  Company   is

          currently in discussions to secure debt and/or equity  financing.
          Upon funding of a  minimum of $1,000,000  of such financing,  the
          Company shall pay to Employee a bonus of $2,500;

                         (ii) Performance Bonus.

                                                   For each fiscal year  in

          which this Agreement is in effect, the Company's Chief  Executive
          Officer shall establish, in  writing, performance objectives  for
          Employee for the purpose of enabling Employee to earn a  year-end
          performance-based bonus.







                         (iii) Discretionary Bonus.  Employee also shall be

          entitled to receive  a year-end discretionary  bonus, subject  to
          the discretion of the Company's Chief Executive Officer.

                         (iv)    The  foregoing  notwithstanding,  if   the
          Employment Term should terminate during any fiscal year, in  lieu
          of the payment  of any  performance-based bonus  for said  fiscal
          year, the Company shall pay to  the Employee such bonus on a  pro
          rata basis (herein referred to  as a "Final Performance  Bonus"),
          such that the amount of the  Final Performance Bonus shall  equal
          the amount of  the performance-based bonus  that would  otherwise
          have been  payable multiplied  by a  fraction, the  numerator  of
          which is the number  of days in the  applicable fiscal year  that
          this Agreement was in effect and the denominator of which is 365.
          The foregoing  notwithstanding, in  the event  that the  Employee
          voluntarily leaves the  employment of  the Company  prior to  the
          expiration of the Employment Term, or is terminated for Cause, as
          defined in Section 9 hereof, the Company shall not be required to
          pay to Employee, and Employee shall  not be entitled to  receive,
          any Final  Performance  Bonus.   All  bonuses payments  shall  be
          subject to withholding and  deductions as required by  applicable
          law.

                    (c)  Automobile.  In recognition of Employee's need for

          an automobile for business purposes commensurate with  Employee's
          position, the Company shall pay to Employee during the Employment
          Term a car allowance  of Four Hundred  Dollars ($400) per  month,
          adjusted as hereinafter set forth, and payable in accordance with
          the customary practices  of the Company  in effect  from time  to
          time.  In addition, the Company  shall maintain at its expense  a
          insurance coverage  for  such  automobile,  in  such  amounts  as
          reasonably determined by the  Company.  Employee may  participate
          in any automobile lease program established by the Company.

                    (d)  Expenses.  During the Employment Term, the Company

          shall  reimburse  Employee  monthly  for  his  travel  and  other
          reasonable business  expenses  incurred in  connection  with  his
          services under  this Agreement  during the  preceding month  upon
          submission of written receipts  substantiating such expenses  and
          otherwise in accordance with the Company's expense  reimbursement
          policies.

                    (e)  Vacation and Personal Days.  During the Employment

          Term, Employee shall be  entitled to paid  time off for  vacation
          and personal  days  in  accordance with  the  Company's  vacation
          policy.






                    (f)  Other Employee  Benefits.
                                                     During the  Employment

          Term, the Company shall provide to Employee such fringe benefits,
          including without  limitation  paid sick  leave,  paid  holidays,
          participation in health,  dental, disability  and life  insurance
          plans, and other  employee benefit plans  which may be  regularly
          maintained by the Company for  its employees, in accordance  with
          the policies of the Company in effect from time to time, it being
          acknowledged that the maintenance of such  plans shall be in  the
          Company's sole discretion.   In addition, Employee shall  receive
          supplemental  disability  coverage  and  $500,000  of  term  life
          insurance during the term hereof.

               6.   Confidential Information.



                    (a)  Employee  acknowledges   and   agrees   that   all
          customer, supplier and distributor  lists; trade secrets;  plans;
          manufacturing  techniques;   sales,   marketing   and   expansion
          strategies; technology and processes; products; services; methods
          of production;  product development  activities; procurement  and
          sales  activities   and   procedures;   promotion   and   pricing
          techniques; and credit, financial and other proprietary data  and
          information   of   the   Company   (collectively,   "Confidential
          Information") are  valuable, special  and  unique assets  of  the
          Company.  Employee  acknowledges his access  to and knowledge  of
          the Confidential Information is  essential to the performance  of
          his duties for the Company.   In light of the competitive  nature
          of  the  industry  in  which  the  business  of  the  Company  is
          conducted, Employee  agrees that  all knowledge  and  information
          about  the  Confidential  Information  known  or  in  the  future
          obtained by Employee  in connection with  the performance of  the
          duties of  his employment  with the  Company will  be  considered
          Confidential Information.    In  recognition  of  this,  Employee
          represents and agrees that  except as specifically authorized  in
          writing by  the Chief  Executive Officer  of  the Company  or  in
          connection with the performance of  the duties of his  employment
          with the Company, Employee  will not either  during or after  the
          Employment Term (i) disclose any Confidential Information to  any
          person or entity for any purpose whatsoever, or (ii) make use  of
          any Confidential  Information for  his own  purposes or  for  the
          benefit of any other person or entity, other than the Company.

                    (b)  Employee acknowledges and agrees that all manuals,
          drawings, blueprints, letters, notes, notebooks, reports,  books,
          procedures,  forms,  documents,  records  or  papers,  or  copies
          thereof, pertaining to the operations or business of the  Company
          made or received by Employee or made  known to him in any way  in
          connection  with  his  employment  and  any  other   Confidential
          Information are  and  will  be  the  exclusive  property  of  the
          Company.  Employee agrees not to copy or  remove any of the above
          from the premises  and custody of  the Company,  or disclose  the






          contents thereof  to any  other person  or  entity, or  make  use
          thereof for his  own purposes  or for  the benefit  of any  other
          person or entity, except as specifically authorized in writing by
          the Chief Executive Officer of the Company or in connection  with
          the performance  of his  duties under  the Agreement.    Employee
          acknowledges that all such papers and  records will at all  times
          be subject to the control of the Company, and Employee agrees  to
          surrender and return the same to the Company upon request of  the
          Company, and in any event will surrender and return such no later
          than the termination of the Employment Term, whether voluntary or
          involuntary.  The Company may notify anyone employing Employee at
          any time of the provision of  the Agreement.  The obligations  of
          this Section 6 shall survive the termination of the Agreement.

               7.   Inventions and Discoveries.

                                                  Employee hereby  assigns,

          transfers and conveys to the Company all of the Employee's right,
          title and interest to, and shall  promptly disclose to the  Chief
          Executive  Officer  of  the   Company,  all  ideas,   inventions,
          discoveries or improvements (whether or not patentable) conceived
          or developed solely,  or jointly with  others by Employee  during
          the Employment Term and for six  (6) months thereafter (a)  which
          relate directly or indirectly to the  business of the Company  as
          conducted at  any  time during  the  Employment Term;  (b)  which
          relate to  the  actual  or anticipated  research  or  development
          activities of  the  Company;  (c)  which  result  from  any  work
          performed or  managed by  Employee for  the Company;  or (d)  for
          which equipment, supplies, facilities or Confidential Information
          of the Company was used  (collectively "Discoveries").  Upon  the
          request of the Company, Employee shall execute and deliver to the
          Company any  and  all  instruments, documents  and  papers,  give
          evidence and do any  and all other acts  which the Company  deems
          necessary or desirable to  document such assignment transfer  and
          conveyance or  to  enable  the  Company  to  file  and  prosecute
          applications for and to acquire, maintain and enforce any and all
          patents,  trademark  registrations  or  copyrights  under  United
          States or  foreign law  with respect  to  the Discoveries  or  to
          obtain any extension, validation, reissue, continuance or renewal
          of any such patent, trademark or copyright.  The Company will  be
          responsible  for  the  preparation   of  any  such   instruments,
          documents  and  papers  and  shall  reimburse  Employee  for  all
          reasonable expenses  incurred  by  him  in  compliance  with  the
          provisions of this  Section 7;  provided, Employee  shall not  be
          entitled  to  any  further  compensation  or  consideration   for
          performance of  his  obligations  under  this  Section  7.    The
          obligations of Employee  under this Section  7 shall survive  the
          termination of the Agreement.

               8.   Restrictive Covenant.



          During the Employment Term, and if Employee leaves the employ  of






          the Company or  otherwise terminates the  Agreement prior to  the
          termination of the Employment Term, or is  terminated for  Cause,
          as defined in Section 9, or notifies Employer in accordance  with
          Section 2 of  this Agreement of  his decision not  to renew  this
          Agreement, for a period of one (1) year after the termination  or
          expiration thereof, Employee shall  not, directly or  indirectly,
          either as  an individual  or as  an employee,  partner,  officer,
          owner, director, shareholder,  advisor or consultant,  or in  any
          other capacity whatsoever,  of any person,  firm, corporation  or
          partnership:

                    (a)  conduct or  assist  others  in  conducting  or  be
          involved or interested in any manner in any business relating  to
          the rental of cellular telephones;

                    (b)  recruit, solicit  or  hire, or  assist  any  other
          person or party in recruiting, soliciting or hiring any  Employee
          (as hereinafter  defined),  or induce  or  attempt to  induce  or
          assist any other person  or entity in  inducing or attempting  to
          induce any Employee to terminate  or alter his relationship  with
          the  Company  (collectively  "Recruiting  Activity").    For  the
          purposes of this Section 8(b), the term "Employee" shall mean any
          person who is, or within the  twelve (12) month period  preceding
          the date  of any  such Recruiting  Activity was,  an employee  or
          consultant of the Company; or

                    (c)  solicit any Customer (as hereinafter defined),  or
          induce, attempt to induce or assist any other person or entity in
          inducing or attempting to induce  any Customer to discontinue  or
          alter   its   relationship   with   the   Company   (collectively
          "Solicitation Activity").  For the purposes of this Section 8(c),
          the term "Customer" shall mean any individual, firm, partnership,
          corporation or other entity which is,  or within the twelve  (12)
          month period immediately preceding the date of such  Solicitation
          Activity was,  a  customer, distributor,  dealer  or  independent
          salesperson of the Company.  It is understood and agreed that the
          business(es) of  the  Company are  or  will be  international  in
          scope, and  that geographical  limitations on  the covenants  set
          forth in this  Section 8 are  therefore not appropriate.   It  is
          expressly understood and  agreed that the  scope of  each of  the
          covenants contained in this Section 8 are reasonable as to  time,
          affected persons, scope of activities and geographic area and are
          necessary to  protect the  legitimate business  interests of  the
          Company.   It  is further  agreed  that such  covenants  will  be
          regarded as divisible and  if any such covenant  is found by  any
          court of competent  jurisdiction to be  unenforceable because  it
          extends for too long a period of  time or over too great a  range
          of activities or persons or   in too broad a geographic area,  it
          shall be interpreted to extend over  the maximum period of  time,
          range of activities or persons, or geographic area as to which it
          may be  enforceable.   The provisions  of  this Section  8  shall
          survive the termination of the Agreement.








               9.   Termination.



                    (a)  This Agreement  shall  terminate  if  Employee  is
          discharged by  the Company  for Cause  (as hereinafter  defined).
          For the purposes  of this Section  9(a), the  term "Cause"  shall
          mean:     (i)   the willful  and  continued failure  by  Employee
          after written notice from  his superior to substantially  perform
          his duties  hereunder, (ii)  any act  of dishonesty  by  Employee
          involving or affecting the Company, (iii) any misappropriation by
          Employee of  any  asset  of the  Company,  (iv)  the  intentional
          engaging by Employee in conduct which is materially injurious  to
          the  business  or  reputation  of  the  Company,  monetarily   or
          otherwise, (v) gross negligence  or recklessness by Empoloyee  in
          the performance of his duties huereunder, (vi) the conviction  or
          indictment of Employee of a crime,  (vii) any breach by  Employee
          of his obligations under  Sections 6, 7 or  8 hereof, (viii)  the
          engagement in conduct  which involves a  significant conflict  of
          interest between Employee  and the Company,  unless such  conduct
          has been disclosed to  and approved in  writing by the  Company's
          Chairman or Chief  Executive Officer,  (ix) abuse  of alcohol  or
          other substances  so  as to  interfere  with the  performance  of
          Emoployee's duties hereunder  or, (x) the  material violation  of
          any Company policy by Employee.

               (b)  The Company will give prior written notice to  Employee
          of such discharge specifying the effective date of the  discharge
          and the cause of the discharge.

               (c)  This Agreement shall  terminate upon the  death or,  at
          the option of  the Company, upon  the Disability (as  hereinafter
          defined) of Employee.   For the purposes of  this Section 9,  the
          term "Disability"  shall mean  that, as  a result  of  Employee's
          incapacity due  to  physical  or mental  illness  or  disability,
          Employee is unable to perform his duties under this Agreement for
          sixty (60) consecutive days or sixty  (60) days in the  aggregate
          in any one hundred twenty (120) day period.

               (d)  Upon the termination of this Agreement, all rights  and
          obligations of  the parties  under  the Agreement,  except  those
          rights and obligations set forth in  Sections 6, 7 and 8  hereof,
          shall terminate,  except  as  otherwise required  by  law.    The
          provisions of  Sections  6, 7  and  8 hereof  shall  survive  any
          termination of the Agreement, and Employee acknowledges that  the
          Agreement and the compensation and benefits payable hereunder are
          fair and adequate  consideration, in part,  for the covenants  of
          Employee under  Sections 6,  7 and  8 and  the survival  of  such
          covenants after the termination of the Agreement.

               (e)  In the  event of termination of  this Agreement by  the






          Company without Cause, Employee shall receive severance pay in an
          amount equal  to six  (6) months'  salary,  payable in  lump  sum
          within 15 days of the effective date of such termination.

          10.  Stock Options.

                               The Company agrees to cause to be issued  to

          Employee stock options (the "Options") to purchase 20,000  shares
          of the common stock of the Company, $.01 par value.  Such Options
          shall be issued as of October 1, 1996 and shall have an  exercise
          price of $2.75 per share.  The Options shall vest at the rate  of
          one-third (1/3)  per  year  of  employment.    In  the  event  of
          termination of this Agreement, such Options shall be  exercisable
          for  a  period  of  thirty  (30)  days  following  the  date   of
          termination of  this Agreement,  after which  they shall  expire.
          Absent such termination, the  Options shall have  a term of  five
          (5) years from  the issuance date  thereof.   The exercise  price
          shall be due and payable in cash to the Company upon the exercise
          of the Options, in part or in whole, which shall be exercised  if
          at all by written  notice delivered to  the Company, which  shall
          indicate the number of shares to be purchased.

               11.  Injunctive Relief.  Employee acknowledges that a remedy

          at law for any breach or attempted breach of Sections 6, 7 and  8
          of this  Agreement  would  be inadequate,  and  agrees  that  the
          Company will be entitled  to specific performance and  injunctive
          and other equitable  relief in case  of any  breach or  attempted
          breach and agrees not to use as  a defense that any party has  an
          adequate remedy at  law.  Sections  6,7 and 8  of this  Agreement
          shall be enforceable in a court of equity, or other tribunal with
          jurisdiction,  by   a  decree   of  specific   performance,   and
          appropriate injunctive relief may be  applied for and granted  in
          connection herewith.   Such  remedy shall  not be  exclusive  and
          shall be  in addition  to any  other  remedies now  or  hereafter
          existing at law or in equity, by statute or otherwise.  No  delay
          or omission in exercising any right  or remedy set forth in  this
          Agreement shall operate as  a waiver thereof or  of any right  or
          remedy and no single or  partial exercise thereof shall  preclude
          any other  or further  exercise thereof  or the  exercise of  any
          other right or remedy.

               12.  Compliance With Other Agreements.

                                                       Employee  represents

          and warrants that  the execution and  delivery of this  Agreement
          and the performance of the  obligations hereunder have been  duly
          authorized by all appropriate action, and will not conflict with,
          result either in the breach of any provisions or the  termination
          of, or constitute a default under, any agreements to which he  is
          or may be bound.  Employee agrees that he is not presently  bound
          by, nor will he enter into any agreement, either written or oral,
          in conflict with this Agreement.






               13.  Binding Effect.

                                      This  Agreement  shall inure  to  the

          benefit of, and shall be binding upon, each of the parties hereto
          and his  or  its  respective  executors,  administrators,  heirs,
          personal representatives, successors  and assigns; provided  that
          (a) Employee may  not assign or  in any way  transfer any of  its
          rights  hereunder  without  the  prior  written  consent  of  the
          Company;  provided,  that  in  the  event  of  such   assignment,
          Employee, together with such assignee, shall remain legally bound
          and liable, in accordance with the terms of the Agreement, to the
          same extent and with  the same effect as  if such assignment  had
          not been made, and (b) the  Company shall be permitted to  assign
          or otherwise transfer any or all  of its rights hereunder to  any
          affiliate or to a successor to its business.

               14.  Severability.  If  any provision of  this Agreement  is

          declared or found to be illegal, unenforceable or void, in  whole
          or in part, then both parties will be relieved of all obligations
          arising under  such  provision, but  only  to the  extent  it  is
          illegal, unenforceable or void.  The intent and agreement of  the
          parties to the Agreement  is that this  Agreement will be  deemed
          amended by  modifying any  such  illegal, unenforceable  or  void
          provision  to  the  extent  necessary   to  make  it  legal   and
          enforceable while  preserving  its  intent, or  if  such  is  not
          possible, by  substituting  therefor another  provision  that  is
          legal  and  enforceable   and  achieves   the  same   objectives.
          Notwithstanding the foregoing, if the remainder of this Agreement
          will not  be  affected by  such  declaration or  finding  and  is
          capable of substantial  performance, then each  provision not  so
          affected will be enforced to the extent permitted by law.

               15.  Waiver.  Any delay or omission by either party to  this

          Agreement in exercising any right  or power under this  Agreement
          will not impair such right or  power or be construed as a  waiver
          thereof.  A waiver  by either party to  this Agreement of any  of
          the covenants to be performed by the other or any breach  thereof
          will not be  construed to be  a waiver of  any succeeding  breach
          thereof or of  any other  covenant contained  in this  Agreement.
          All remedies provided  for in this  Agreement will be  cumulative
          and in  addition  to  and  not in  lieu  of  any  other  remedies
          available to either party, in equity, or otherwise.

               16.  Governing Law.

                                    This Agreement will be governed by  and

          construed in accordance with the laws of the State of Connecticut
          without giving effect to  any principle of conflict-of-laws  that
          would  require  the   application  of  the   law  of  any   other
          jurisdiction.

               17.  Notices.  All notices  required or permitted  hereunder






          shall be delivered by hand or sent registered or certified  mail,
          return receipt requested to the parties as follows:

          If to the Company:   Shared Technologies Cellular, Inc.
                               100 Great Meadow Road
                               Wethersfield, CT  06109
                               Attn: Legal Department

          If to Employee:      Jon F. Sorenson
                               439 Round Hill Road
                               Fairfield, CT  06430

               18.  Entire  Agreement.
                                          This  Agreement  constitutes  the

          entire agreement  between  the  parties to  this  Agreement  with
          respect to the subject matter of this Agreement and there are  no
          understandings or agreements relative to this Agreement which are
          not fully expressed in this Agreement.  All prior agreements with
          respect to the  subject matter  of this  Agreement are  expressly
          superseded by  this Agreement.   No  amendment  to or  waiver  or
          discharge of this Agreement will be  valid unless in writing  and
          signed by each of the parties hereto.

               19.  Section Headings and  Recitals.

                                                      The section  headings

          and recitals in this Agreement are  for reference only and  shall
          not limit  or  control  the meaning  or  interpretation  of  this
          Agreement.

               20.  Counterparts.    This  Agreement  may  be  executed  in

          several counterparts, each of which shall be deemed an  original,
          but all  of which  together shall  constitute  one and  the  same
          instrument.

              21.   Gender.   Words of  number or  gender  may be  read  as

          singular or plural, or masculine, feminine or neuter, as required
          by the context.

          IN WITNESS WHEREOF, the parties  to this Agreement have  executed
          and delivered the Agreement on the date first above written.


          SHARED TECHNOLOGIES CELLULAR, INC.:



          By:______________________________
             Anthony D. Autorino
             Its: Chairman and Chief Executive Officer

          EMPLOYEE:









          _________________________________
          Jon F. Sorenson






          Exhibit 10.15


               SHARED TECHNOLOGIES CELLULAR, INC.

               SAVINGS AND RETIREMENT PLAN

               EFFECTIVE AS OF APRIL 1, 1996

               WHEREAS, Shared  Technologies  Cellular,  Inc.  (hereinafter

          sometimes referred  to as  the "Company")  desires to  adopt  the

          Shared Technologies Cellular,  Inc. Savings  and Retirement  Plan

          (hereinafter referred to as the "Plan"), effective as of April 1,

          1996, which is to be funded  through the medium of a Trust  Fund;

          and



               WHEREAS, the Company desires to adopt the Plan in compliance

          with the Tax Reform Act of 1986, the Omnibus Reconciliation  Acts

          of 1986 and  1987, the  Revenue Act  of 1987,  the Technical  and

          Miscellaneous Revenue Act of 1988, the Omnibus Reconciliation Act

          of 1989,  the  Omnibus  Budget Reconciliation  Act  of  1993  and

          subsequent legislation and regulations;



               NOW,  THEREFORE,  the  Company   hereby  adopts  the   Plan,

          effective April 1, 1996, with such Plan to be known as the Shared

          Technologies  Cellular,  Inc.  Savings  and  Retirement  Plan  as

          follows:








               TABLE OF CONTENTS



          ARTICLE   PAGE


          I    DEFINITIONS    1


          II   PARTICIPATION AND ENTRY DATE  17


          III  CONTRIBUTIONS  19


          IV   ADMINISTRATION OF FUNDS  37


          V    RETIREMENT BENEFITS 44


          VI   DEATH BENEFITS 47


          VII  VESTING AND SEPARATION FROM SERVICE     49


          VIII WITHDRAWALS AND LOANS    51


          IX   ADMINISTRATION 56


          X    AMENDMENT, TERMINATION AND MERGERS 59


          XI   MISCELLANEOUS PROVISIONS 63


          XII  TOP-HEAVY PROVISIONS     66






               ARTICLE I DEFINITIONS    DEFINITIONS    DEFINITIONS


               DEFINITIONS    DEFINITIONS    DEFINITIONS    DEFINITIONS


               DEFINITIONS    DEFINITIONS    DEFINITIONS    DEFINITIONS


               DEFINITIONS    DEFINITIONS    DEFINITIONS    DEFINITIONS


               DEFINITIONS




          1.01      "Account" shall mean with respect to a Participant  all

          of the various accounts  maintained to define such  Participant's

          proportionate interest in the Trust Fund as follows:

                    (a)  A "Salary Deferral Contribution Account" shall  be

          maintained  for  each  Participant  which  includes  the   Salary

          Deferral Contributions made on behalf of the Participant, and the

          appreciation or depreciation of the investments allocated to that

          Account and the income earned on such investments.

                    (b)  An  "After-Tax  Contribution  Account"  shall   be

          maintained for each Participant which includes the  Participant's

          After-Tax Contributions, and the appreciation or depreciation  of

          the investments allocated to that  Account and the income  earned

          on such investments.

                    (c)  A "Matching Employer  Contribution Account"  shall

          be maintained for  each Participant which  reflects the  Matching

          Employer Contributions  allocated  to  the  Participant  and  the

          appreciation or depreciation of the investments allocated to that






          Account and the income earned on such investments.

                    (d)  A "Discretionary  Employer  Contribution  Account"

          shall be  maintained  for  each Participant  which  reflects  the

          Discretionary Employer Contributions allocated to the Participant

          and the appreciation or depreciation of the investments allocated

          to that Account and the income earned on such investments.



                    (e)  A  "Rollover   Contribution  Account"   shall   be

          maintained for each Participant

          which reflects any rollover contribution made in accordance  with

          Section  3.12  and  the  appreciation  or  depreciation  of   the

          investments allocated to  that Account and  the income earned  on

          such investments.



          1.02      "Affiliated   Organization"   shall   mean   (i)    any

          corporation on  or  after the  date  it  becomes a  member  of  a

          controlled group of corporations  which includes the Company,  as

          determined under the  provisions of Section  414(b) of the  Code,

          (ii) any trade or  business, whether or  not incorporated, on  or

          after  it  comes  under  common  control  with  the  Company,  as

          determined  under  Section   414(c)  of  the   Code,  (iii)   any

          organization which is an  affiliated service organization  within

          the meaning of  Section 414(m) of  the Code, and  (iv) any  other

          entity required to  be aggregated pursuant  to regulations  under

          Section 414(o) of the Code.








          1.03      "Age"  or  "age"  shall  mean  the  chronological   age

          attained by the Participant at his most recent birthday or as  of

          such other date of reference as set forth in this Plan.



          1.04      "Board of Directors" shall mean the board of  directors

          of the Company.



          1.05      "Break-in-Service" shall mean a Plan Year during  which

          an Employee has not completed more than five hundred (500)  Hours

          of Service.



          1.06      "Code" means the Internal Revenue  Code of 1986 as  the

          same presently  exists, and  as it  may hereafter  be amended  or

          clarified by regulations, rulings, notices or other  publications

          of the Internal Revenue Service having legal effect.



          1.07      "Compensation" shall mean,  for any applicable  period,

          the total earnings of a Participant including bonuses,  overtime,

          commissions and any Salary  Deferral Contribution made on  behalf

          of the Participant under this Plan, and any contributions made by

          salary reduction to a plan established in accordance with Section

          125 or 129  of the Code.   Compensation  shall exclude  severance

          pay, reimbursements for expenses  and any other fringe  benefits.

          Compensation shall  not exceed  $200,000, or  such other  maximum






          amount as  set  forth  under  Section  401(a)(17)  of  the  Code,

          adjusted at the same time and in the same manner as under Section

          415(d) of the Code, except that the dollar increase in effect  on

          January 1  of  any calendar  year  is effective  for  Plan  Years

          beginning in such calendar year and  the first adjustment to  the

          $200,000  limitation  is  effected  on  January  1,  1990.     If

          Compensation is determined over a  Plan Year that contains  fewer

          than 12  calendar months,  the annual  compensation limit  is  an

          amount equal to  the annual compensation  limit for the  calendar

          year in which  the compensation period  begins multiplied by  the

          ratio obtained  by dividing  the number  of  full months  in  the

          period by 12.

                    In addition to other  applicable limitations set  forth

          in the Plan, and notwithstanding any other provision of the  Plan

          to the contrary, the annual  Compensation of each Employee  taken

          into account under the Plan shall not exceed the OBRA '93  annual

          compensation limit.   The OBRA '93  annual compensation limit  is

          $150,000, as adjusted  by the Commissioner  for increases in  the

          cost-of-living in accordance  with Section  401(a)(17)(B) of  the

          Internal Revenue Code.   The cost-of-living adjustment in  effect

          for a  calendar year  applies to  any  period, not  exceeding  12

          months, over  which  Compensation  is  determined  (determination

          period) beginning  in such  calendar year.   If  a  determination

          period consists  of fewer  than 12  months, the  OBRA '93  annual

          compensation  limit  will  be  multiplied  by  a  fraction,   the

          numerator of which is the number  of months in the  determination

          period, and the denominator of which is 12.






                    Any reference  in this  Plan  to the  limitation  under

          Section 401(a)(17)  of  the  Code  shall  mean  OBRA  '93  annual

          compensation limit set forth in this provision.

                    If Compensation for any  prior determination period  is

          taken into account in determining an employee's benefits accruing

          in the  current  Plan  Year,  the  Compensation  for  that  prior

          determination  period  is   subject  to  the   OBRA  '93   annual

          compensation limit in effect for that prior determination period.

          For this purpose, for determination periods beginning before  the

          first day of the first Plan Year beginning on or after January 1,

          1994, the OBRA '93 annual compensation limit is $150,000.

                    In determining the  Compensation of  a Participant  for

          purposes of this  limitation, the rules  of Section 414(q)(6)  of

          the Code shall  apply, except in  applying such  rules, the  term

          "family" shall include only the spouse of the Participant and any

          lineal descendants of the Participant  who have not attained  age

          19 before the close of the Plan Year.



          1.08      "Contribution" shall  mean any  or all  of the  various

          types of contributions made under the Plan by Participants or the

          Employer, as described below:

                    (a)  "Salary Deferral  Contribution"  shall  mean  that

          portion of  the Contribution  made to  the Plan  on behalf  of  a

          Participant by his Employer through a salary reduction agreement,

          as described under Section 3.01.

                    (b)  "After-Tax Contribution" shall  mean that  portion

          of a Participant's Contribution  to the Plan  which he elects  to






          make independent of  a salary reduction  agreement, as  described

          under Section 3.02.

                    (c)  "Matching  Employer  Contribution"  shall  mean  a

          Contribution made by an Employer based on a Participant's  After-

          Tax Contribution  or Salary  Deferral Contribution  as  described

          under Section 3.04.

                    (d)  "Discretionary Employer Contribution" shall mean a

          Contribution made  by  an  Employer which  is  unrelated  to  any

          Participant Contributions, as described under Section 3.05.

                    (e)  "Qualified Non-elective Contribution" shall mean a

          Contribution made by an Employer (other than those listed  above)

          in order that the Plan will  satisfy the requirements of  Section

          3.06 for a Plan Year.  The  allocation may be made to all  Active

          Participants who are not  Highly-Paid Employees or, with  respect

          to  satisfaction  of   the  ADP  test,   only  to  those   Active

          Participants who have  made Salary Deferral  Contributions for  a

          Plan  Year  and  who  are   not  Highly-Paid  Employees.     Such

          Contributions shall be treated  as Salary Deferral  Contributions

          for all purposes under the Plan.



          1.09      "Contribution Percentage"  shall  mean  the  percentage

          determined by  dividing  (i)  the  sum  of  the  Salary  Deferral

          Contribution,   After-Tax    Contribution,   Matching    Employer

          Contribution and any Qualified Non-elective Contribution used  to

          satisfy the non-discrimination  requirements of  Section 3.06  or






          any combination of such  Contributions, whichever is  applicable,

          made by or on behalf of  a Participant for the applicable  period

          by (ii) his  compensation as defined  under Code Section  414(s).

          'ADP' shall  sometimes be  used herein  to refer  to the  average

          Contribution  Percentage   with   respect  to   Salary   Deferral

          Contributions   or   amounts    treated   as   Salary    Deferral

          Contributions.  'ACP' shall sometimes be used herein to refer  to

          the average  Contribution  Percentage with  respect  to  Matching

          Employer   Contributions   and   After-Tax   Contributions,    if

          applicable.



          1.10      "Date of Employment" shall mean the first date on which

          an Employee is credited with an Hour of Service for the Employer.



          1.11      "Disability" shall mean a physical or mental  condition

          of such severity and probable prolonged duration as to cause  the

          Participant to be unable to continue  his duties as an  Employee.

          The  existence  of  any  Disability  shall  be  determined  by  a

          physician chosen  by the  Plan  Administrator, based  on  medical

          evidence of a physical or mental impairment that can be  expected

          to last  more than  12 months  or result  in death,  or on  other

          uniform and  non-discriminatory criteria  as established  by  the

          Plan Administrator.  Notwithstanding the  foregoing,  eligibility

          for  Social  Security  Disability  benefits  or  for  long   term

          disability benefits  under  an  insured  plan  sponsored  by  the






          Employer shall be deemed conclusive proof of disability.



          1.12      "Effective Date" of this Plan shall mean April 1, 1996.



          1.13      "Eligible Employee"  shall mean  any Employee  who  has

          completed three  (3)  months  of service  and  has  attained  age

          twenty-one (21), excluding any person whose terms and  conditions

          of employment  are determined  by  collective bargaining  with  a

          third party and with respect to  whom inclusion in this Plan  has

          not been  provided for  in  the collective  bargaining  agreement

          setting forth those terms and conditions of employment.  The term

          "Eligible  Employee"  also  shall  not  include  any  independent

          contractor, leased employee, or a non-resident alien who receives

          no United States  source income.   For purposes  of this  Section

          1.13, an Eligible Employee will be deemed to have completed three

          (3) months of service if he is  in the employ of the Employer  at

          any time three (3) months after his Date of Employment.



          1.14      "Employee" shall mean any  employee of the Employer  or

          an  Affiliated  Organization,  including  a  leased  employee  as

          defined under Section 414(n) of the Code.

                    The term "leased employee" means any person (other than

          an employee of  the recipient  organization) who  pursuant to  an

          agreement between the recipient organization and any other person

          ("leasing organization") has performed services for the recipient






          organization (including related persons determined in  accordance

          with Section 414(n)(6) of the Code) on a substantially  full-time

          basis for at least one (1) year, and such services are of a  type

          historically performed by employees in the business field of  the

          recipient organization.   Contributions  or benefits  provided  a

          leased  employee   by   the  leasing   organization   which   are

          attributable to  services performed  for the  recipient  employer

          shall be treated as provided by the recipient employer.

                    A leased employee shall  not be considered an  employee

          of the recipient organization if: (i) such employee is covered by

          a money purchase pension plan providing immediate  participation,

          full  and  immediate   vesting  and   a  nonintegrated   employer

          contribution rate of at least  ten (10%) percent of  compensation

          (as defined  in  Section 415(c)(3)  of  the Code,  but  including

          amounts  contributed  by  the  employer  pursuant  to  a   salary

          reduction agreement  which  are excludable  from  the  employee's

          gross income under Section 125, Section 402(a)(8), Section 401(h)

          or Section 403(b) of the Code).  Also, the leased employees  must

          not constitute more than twenty   percent (20%) of the  recipient

          organization's nonhighly compensated workforce.



          1.15      "Employer" shall  mean  Shared  Technologies  Cellular,

          Inc. (hereinafter sometimes  referred to as  the "Company"),  and

          its  subsidiaries  and  affiliates  and  any  successor  entities

          thereto which  adopt  this Plan  and  join in  the  corresponding






          Trust.  The term "Employer" shall  also include any other  entity

          which, with the  consent of the  Plan Administrator, adopts  this

          Plan and joins in the corresponding  Trust.  The term  "Employer"

          shall not include any subsidiary affiliate of the Company  unless

          such subsidiary  or affiliate  is specifically  designated as  an

          Employer in this Plan or subsequently adopts this Plan and  joins

          in the corresponding Trust.

                    "Employer Securities" shall mean shares of common stock

          of Shared  Technologies Cellular,  Inc. traded  on NASDAQ  (Small

          Cap) under the  symbol STCL.   "Employer  Securities" shall  also

          mean shares of common stock  of Shared Technology Fairchild  Inc.

          traded on NASDAQ under the symbol STCH, which shall be liquidated

          and invested pursuant to Participant investment elections  during

          1997, in accordance with Article IV of the Plan.



          1.16      "Entry Date" shall mean April 1, 1996, October 1,  1996

          and each January 1st, April 1st,  July 1st and October 1st  after

          the Effective Date during which the Plan remains in effect.





          1.17      "ERISA" means the  Employee Retirement Income  Security

          Act of 1974 (P.L. 93-406), including all amendments thereto.



          1.18      "Fund" or "Trust Fund" shall mean all of the assets  of

          the Plan held by  the Trustees (or any  nominees thereof) at  any






          time under the Trust Agreement.



          1.19      "Highly-Paid Employee"  shall  mean  any  Employee  who

          during the current or  preceding Plan Year (`determination  year'

          and `look back year', respectively):

                    (a)  was at any time a 5%  owner of the Employer or  an

          Affiliated Organization; or

                    (b)  received compensation for such Plan Year in excess

          of $75,000 or such higher amount as provided under Section 414(q)

          of the Code, as adjusted at the same time and in the same  manner

          as under Section 415(d) of the Code; or

                    (c)  received compensation for such Plan Year in excess

          of $50,000 or such higher amount as provided under Section 414(q)

          of the Code, as adjusted at the same time and in the same  manner

          as under Section 415(d) of  the Code, provided such  compensation

          exceeded that of  80% of all  Employees for  the applicable  Plan

          Year; or

                    (d)  was at any time an officer  of the Employer or  an

          Affiliated Organization, and received compensation for such  Plan

          Year in excess of  $45,000, as adjusted at  the same time and  in

          the same  manner as  under Section  415(d) of  the Code  (or,  if

          higher, 50% of the amount in effect under Section 415(b)(1)(A) of

          the Code for such Plan Year).

                    For  each  Plan  Year  for  which  a  determination  in

          accordance with the above paragraph is being made, any individual






          not described in subparagraph (b), (c)  or (d) for the  preceding

          Plan Year (without regard to this paragraph) shall not be treated

          as described in subparagraph (b), (c) or (d) for the current Plan

          Year unless  such  individual  is  among  the  one-hundred  (100)

          highest paid Employees for the current Plan Year.

                    In no event  shall the  number of  officers taken  into

          account under subparagraph  (d) exceed  the lesser  of (i)  fifty

          (50), and (ii) the greater of (A)  three or (B) 10% of the  total

          Employees.   Furthermore, if  no officer  of the  Employer or  an

          Affiliated Organization is  described in subparagraph  (d) for  a

          Plan Year,  then the  highest paid  officer shall  be treated  as

          described in subparagraph (d) for such Plan Year.

                    The  term  "Highly-Paid  Employee"  shall  include  any

          highly paid former  employee who separated  from service (or  was

          deemed to  have  separated)  prior  to  the  determination  year,

          performs no  service for  the Employer  during the  determination

          year, and was  a Highly-Paid Employee  for either the  separation

          year or any determination year ending on or after the  Employee's

          55th birthday.

                    Effective January 1, 1997, this paragraph shall be null

          and void for all  Plan Years commencing on  and after January  1,

          1997.  If an  Employee is, during a  determination year or  look-

          back year, a family  member of either a  five percent (5%)  owner

          who is an active or former Employee or a Highly-Paid Employee who

          is one of the ten (10)  most highly compensated Employees  ranked






          on the basis  of Compensation paid  by the  Employer during  such

          year, then the family member and  the five percent (5%) owner  or

          top-ten Highly-Paid Employee shall be aggregated.  In such  case,

          the family member and five percent (5%) owner or top-ten  Highly-

          Paid Employee shall  be treated  as a  single Employee  receiving

          compensation and plan contributions or benefits equal to the  sum

          of such compensation and contributions or benefits of the  family

          member and five  percent owner or  top-ten Highly-Paid  Employee.

          For purposes of this Section, family member includes the  spouse,

          lineal ascendants  and  descendants  of the  Employee  or  former

          Employee  and  the   spouses  of  such   lineal  ascendants   and

          descendants.

                    The determination  of who  is a  Highly-Paid  Employee,

          including the  determinations  of  the  number  and  identity  of

          Employees in  the  top-paid  group, the  top  one  hundred  (100)

          Employees, the number  of Employees treated  as officers and  the

          compensation that is considered, will be made in accordance  with

          Section 414(q)  of the  Code.   In  determining the  identity  of

          Highly-Paid Employees for a  determination year, the Company  may

          make the calendar year election  provided for in Answer 14(b)  of

          Treasury Reg. Section 1.414(q)-IT.



          1.20      "Hour of Service" shall mean the following:

                    (a)  An Hour  of  Service is  each  hour for  which  an

          Employee is paid, or entitled to payment, for the performance  of






          duties for the Employer or an Affiliated Organization during  the

          Plan Year.

                    (b)   An Hour  of Service  is each  hour for  which  an

          Employee is paid,  or entitled  to payment,  (either directly  or

          indirectly), by  the Employer  or an  Affiliated Organization  on

          account of a period of time during which no duties are  performed

          (irrespective  of   whether  the   employment  relationship   has

          terminated)  due  to   vacation,  holiday,  illness,   incapacity

          (including



          disability), lay-off,  jury  duty,  military  duty  or  leave  of

          absence.  Notwithstanding the preceding sentence:

                                   (i)  No more than  501 Hours of  Service

                             shall be credited under this paragraph (b)  to

                             an   Employee  on   account  of   any   single

                             continuous  period during  which the  Employee

                             performs  no  duties  (whether  or  not   such

                             period  occurs in a  single Plan Year)  except

                             as  the following provisions  may result in  a

                             credit of more than 501 Hours of Service:

                                                  (1)  If    an    Employee

                                   receives full pay during any  authorized

                                   leave of absence, and he returns to work

                                   after such absence, he shall be credited

                                   with an Hour  of Service  for each  hour






                                   for which he was paid.

                                                  (2)  If an Employee is on

                                   a paid sick leave,  he shall receive  an

                                   Hour of Service  for each  hour that  he

                                   would have normally  worked during  such

                                   leave.

                                                  (3)  If  an  Employee  is

                                   absent  in  military  service,  and   he

                                   retained re-employment rights under  the

                                   law, and he completed requirements under

                                   the law  as  to  re-employment  and  was

                                   re-employed, he shall  be credited  with

                                   an Hour of Service for each hour that he

                                   would have  normally worked  had he  not

                                   entered  military  service  solely   for

                                   purposes  of   determining  his   vested

                                   rights; and

                                                  (4)  If    an    Employee

                                   transfers to an employment status  which

                                   is ineligible  to  participate  in  this

                                   Plan, he  will continue  to be  credited

                                   with  Hours  of  Service  as   described

                                   above, for purposes  of determining  his

                                   vested rights.  However, he will receive

                                   no Hours  of  Service  for  purposes  of






                                   determining  his  right  to  receive   a

                                   Contribution to  his Account  after  the

                                   date of his change in employment status.

                                   ( ii)     An hour for which an  Employee

                             is  directly or indirectly  paid, or  entitled

                             to  payment,  on account  of a  period  during

                             which   no  duties  are   performed,  is   not

                             required  to be  credited to  the Employee  if

                             such  payment  is made  or  due under  a  plan

                             maintained   solely   for   the   purpose   of

                             complying     with     applicable      workers

                             compensation,  unemployment  compensation   or

                             disability insurance laws; and

                                   (iii)     Hours  of   Service  are   not

                             required  to be credited  for a payment  which

                             solely  reimburses an Employee for medical  or

                             medically  related  expenses incurred  by  the

                             Employee.

                    (c)  An hour  worked at  overtime or  premium pay  will

          count as only one Hour of Service under the Plan.

                    (d)  An  Hour of Service  is each hour  for which  back

          pay, irrespective of mitigation of damages, is either awarded  to

          or agreed to by  the Employer.  The  same Hours of Service  shall

          not be credited both under paragraph (a) or paragraph (b), as the

          case may be, and under this paragraph (d).  Crediting of Hours of






          Service for each pay awarded shall be subject to the  limitations

          set forth in paragraphs (a), (b) and (c).

                    (e)   An Hour  of Service  shall also  be credited  for

          reasons other than the performance  of duties in accordance  with

          Department  of   Labor   Regulations,   Section   2530.200b-2(b).

          Further, the computation periods  used for purposes of  crediting

          Hours of Service shall be in accordance with Department of  Labor

          Regulations, Section 2530.200b-2(c).   If  an Employer  does  not

          maintain hourly  records  with  respect  to  any  Employee,  such

          Employee shall be credited with forty-five (45) Hours of  Service

          for each week in which he is entitled to be credited with an Hour

          of Service.



          1.21      "Named  Fiduciary"   shall  mean   the  Employer,   the

          Trustee(s) and  the Plan  Administrator.   Each  named  Fiduciary

          shall have only those particular powers, duties, responsibilities

          and obligations  as are  specifically given  him under  the  Plan

          and/or the Trust Agreement.



          1.22      "Normal Retirement Date"  shall mean the  Participant's

          attainment of Age 65.

          1.23      "Participant" shall mean any person who is eligible  to

          receive benefits under  the Plan.   The term "Participant"  shall

          include an  Active Participant  (each Eligible  Employee who  has

          satisfied the participation requirements of Section 2.01 as of an






          applicable Entry Date or who  has made a Rollover  Contribution),

          Terminated Vested Participants (former Employees who are entitled

          at some future  date to the  distribution of  benefits from  this

          Plan), and Inactive Participants (former Participants who are not

          Terminated Vested Participants and who continue to be employed in

          a  non-covered  class  by  an   Employer  or  by  an   Affiliated

          Organization).



          1.24      "Plan" shall  mean  the Shared  Technologies  Cellular,

          Inc. Savings and Retirement Plan as set forth herein, and as  the

          same may from time to time hereafter be amended.



          1.25      "Plan Administrator" or "Administrator" shall mean  the

          Employer, or the persons or committee  named as such pursuant  to

          the provisions of Article IX hereof.



          1.26      "Plan Year"  shall  mean  the  nine  (9)  month  period

          beginning on  April 1,  1996 and  ending  on December  31,  1996.

          Thereafter, "Plan Year"  shall mean  a twelve  (12) month  period

          beginning on January 1st and ending on each December 31st.



          1.27      "Qualified Spouse"  shall mean  a  spouse to  whom  the

          Participant is  married at  his date  of death  and to  whom  the

          Participant has been married for at least one year.






          1.28      "Trust Agreement"  shall mean  the Shared  Technologies

          Cellular, Inc. Savings and Retirement Plan Trust Agreement as the

          same presently exists and as it  may from time to time  hereafter

          be amended.



          1.29      "Trustees"  shall  mean   the  party   or  parties   so

          designated pursuant to the Trust Agreement.



          1.30      "Valuation Date" shall mean the  last day of each  Plan

          Year and any other date as of which the Plan Administrator elects

          to make a valuation of Plan Accounts.



          1.31      "Wage Base" shall mean the amount of compensation  with

          respect to which old age  and survivors insurance benefits  would

          be provided for a Participant under  the Social Security Act,  as

          in effect for the calendar year in which the Plan Year commences.



          1.32      "Year of Service" shall  mean a Plan  Year in which  an

          Employee has completed  at least  one thousand  (1,000) Hours  of

          Service.

                    Years   of   Service   credited   under   the    Shared

          Technologies, Inc. Savings and Retirement Plan shall be  credited

          as Years of Service under this Plan through March 31, 1996.

                    All Years  of Service  shall be  counted regardless  of

          whether or not such years are continuous.






               ARTICLE II     PARTICIPATION AND ENTRY DATE  PARTICIPATION


          AND ENTRY DATE PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE  PARTICIPATION    AND



          ENTRY DATE     PARTICIPATION AND ENTRY DATE


               PARTICIPATION AND ENTRY DATE




          2.01      Initial Eligibility.


                    Each Employee  who  is  a  Participant  in  the  Shared

          Technologies, Inc. Savings and Retirement Plan immediately  prior

          to  the  Effective  Date  of  this  Plan  shall  be  eligible  to

          participate in this Plan as of  such Effective Date.  Each  other

          Employee shall be eligible to become  a Participant on the  Entry

          Date coincident with or next following the date he first  becomes

          an Eligible Employee.



          2.02      Plan Participation.






                    Each  Employee  who  is  eligible  to  participate   in

          accordance with  Section  2.01  shall  complete  such  forms  and

          provide  such  data  as  are  reasonably  required  by  the  Plan

          Administrator as a precondition to Plan participation.  In  order

          to receive  a Salary  Deferral Contribution,  a Participant  must

          enter into a salary reduction agreement to be effective as of  an

          Entry Date, electing to reduce his  salary by an amount equal  to

          his  Salary  Deferral  Contribution.    A  Participant's   Salary

          Deferral Contribution  for any  Plan Year  shall not  exceed  the

          lesser of  (i) 15%  of  his Compensation  for  the Plan  Year  or

          portion  of  such  Plan  Year  during  which  he  was  an  Active

          Participant, subject to the limitations set forth in Article III,

          and (ii)  $9,500,  or  such higher  maximum  contribution  for  a

          taxable year  as may  be permitted  under Section  402(g) of  the

          Code.  The Plan Administrator shall determine the minimum  and/or

          maximum permitted  salary reduction  for any  applicable  period.

          Any  maximum  permitted  salary   reduction  may  apply  to   all

          Participants or solely to those Participants who are  Highly-Paid

          Employees.   Participants  shall  make  separate  elections  with

          respect to Salary Deferral  and After-Tax Contributions, and  the

          election of either type of contribution shall not, in any way, be

          contingent upon  any other  election made  under  the Plan.    By

          becoming a Participant,  an Employee  shall for  all purposes  be

          deemed conclusively to  have assented  to the  provisions of  the

          Plan, the corresponding Trust Agreement and to all amendments  to






          such instruments.



          2.03      Reemployment.


                    In the event an Employee terminates employment, and  is

          reemployed, he shall be eligible to be admitted or readmitted  as

          an Active Participant coincident with or next following the  date

          he becomes an Eligible Employee.



          2.04      Change in Status.


                    In the event that a person who has been an Employee  in

          an employment status not eligible for participation in this  Plan

          subsequently becomes eligible by reason of a change in status, he

          shall be  eligible to  become a  Participant  on the  Entry  Date

          coincident with or next following the date on which he becomes an

          Eligible Employee.






               ARTICLE III    CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS


               CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS


               CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS


               CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS


               CONTRIBUTIONS




          3.01      Salary Deferral Contributions.


                    The Employer will make  a Salary Deferral  Contribution

          to the Plan for  each Active Participant who  has entered into  a

          salary reduction agreement, in  accordance with Section 2.02,  as

          determined by such salary reduction agreement.  In addition,  for

          any Plan Year,  an Employer may  elect to make  a Qualified  Non-

          elective   Contribution   (including    a   qualified    matching

          Contribution) allocable only  to those Participants  who are  not

          Highly-Paid Employees,  in  order  that  the  Plan  will  satisfy

          requirements  of  Section   3.06  for  such   Plan  Year.     Any

          Contribution made in accordance with the preceding sentence shall

          be allocated among  applicable Participants in proportion to  the

          ratios of each such  Participant's Compensation or, with  respect

          to satisfaction of the ADP test,  only to those Participants  who

          have  made  Salary   Deferral  Contributions   (under  the   same

          allocation procedure used for Matching Employer Contributions  or






          pro-rata).  Matching Employer  Contributions used to satisfy  the

          test  described  under   Section  3.06  must   comply  with   the

          Regulations under Code Section 1.401(k)-1(b)(3).

                    "Excess  Elective  Deferrals"  shall  mean  any  Salary

          Deferral Contributions which exceed  the dollar limitation  under

          Code Section 402(g).   Such  Excess Elective  Deferrals shall  be

          treated as  annual  additions  under the  Plan  unless  they  are

          distributed in accordance with this Article.

                    A Participant  may  assign  to  this  Plan  any  Excess

          Elective Deferrals made during a taxable year of the  Participant

          by providing  fifteen  (15)  days  written  notification  to  the

          Administrator of the amount of  the Excess Elective Deferrals  to

          be assigned to this Plan.  Such notice shall be provided no later

          than the first March 1st following the close of the  individual's

          tax  year.    Excess  Elective  Deferrals  with  respect  to  the

          combination of  Excess  Elective Deferrals  and  deferrals  under

          another plan  of  deferred  compensation of  an  Employer  or  an

          Affiliated Organization  may  automatically be  returned  to  the

          Participant.

                    Notwithstanding any other provision of the Plan, Excess

          Elective Deferrals, plus any income and minus any loss  allocable

          thereto, shall be  distributed no later  than April  15th to  any

          Participant to  whose  Account  Excess  Elective  Deferrals  were

          assigned for the  preceding year and  who claims Excess  Elective

          Deferrals for such taxable year.






                    Excess Elective  Deferrals shall  be adjusted  for  any

          income or loss.  The income or loss allocable to Excess  Elective

          Deferrals is the  income or loss  allocable to the  Participant's

          Account for  the  taxable  year multiplied  by  a  fraction,  the

          numerator  of  which  is   such  Participant's  Excess   Elective

          Deferrals for  the  year and  the  denominator of  which  is  the

          Participant's Salary Deferral Contribution Account without regard

          to any income or loss occurring during such taxable year.



          3.02      After-Tax Contributions.


                    Participants may elect to make After-Tax  Contributions

          to the Trust  for each  Plan Year in  amounts not  less than  one

          percent (1%)  of Compensation  provided that  the combined  total

          percentage of Compensation of  the Salary Deferral  Contributions

          and After-Tax Contributions elected by  a Participant for a  Plan

          Year does not exceed  20% of a  Participant's Compensation for  a

          Plan Year or any applicable period.



          3.03      Method of Contribution.


                    Salary Deferral and After-Tax Contributions may be made

          by periodic payroll deductions or on such other basis as shall be

          determined from time to time by the Plan Administrator.   Nothing

          contained herein shall preclude  the Plan Administrator from  not

          allowing Salary Deferral or After-Tax Contributions to be made by






          any Participant in accordance with Section 3.06 or from  limiting

          the number of payroll  periods in a Plan  Year during which  such

          Contributions are permitted.  A Participant may elect an increase

          or decrease in his  Salary Deferral Contribution(s) or  After-Tax

          Contributions,  provided  that  written  notice  of  such  change

          (including  amendment  of  a   salary  reduction  agreement,   if

          applicable) is  submitted  to  the Plan  Administrator  at  least

          fifteen (15) days in  advance of the  effective date, which  date

          shall be the first day of a calendar quarter.  A Participant  may

          cease Contributions as  of any payroll  period upon fifteen  (15)

          days written notice.

                    No contributions may  be made by  or on  behalf of  any

          Participant during  any period  that he  is receiving  long  term

          disability benefits, worker's compensation benefits or while  the

          Participant is on a leave of absence for which no Compensation is

          being paid from the Employer.



          3.04           Matching Employer Contributions.


                    The Employer may elect, in its sole discretion, to make

          Matching Employer Contributions  in cash or  in shares of  Shared

          Technologies Cellular, Inc. stock for a Plan Year for



          each  Active  Participant   on  whose   behalf  Salary   Deferral

          Contributions and After-Tax Contributions  have been made  during

          the Plan Year.



                    For any Plan Year, the Matching Employer  Contributions

          shall be allocated  to the  Account of  each Active  Participant.

          The allocation  shall  be  fifty percent  (50%)  (or  such  other

          percentage as determined  by the Board  of Directors  for a  Plan

          Year) of the total amount  of After-Tax Contributions and  Salary

          Deferral Contributions not in excess of ten percent (10%) of each

          Participant's Compensation for each  Active Participant for  such

          Plan Year.



          3.05      Discretionary Employer Contributions.


                    For any Plan Year, an Employer  may elect, in its  sole

          discretion, to make a Discretionary Employer Contribution.  If  a

          Discretionary Employer  Contribution is  made, then  it shall  be

          allocated as of the last day of  the Plan Year to the Account  of

          each Active Participant who is actively employed as of such date.

          Any individual who is terminated prior to the last day of a  Plan

          Year but who is  receiving severance pay as  of such date,  shall

          not be deemed to  be actively employed  as of the  last day of  a

          Plan  Year.    The  Discretionary  Employer  Contribution  amount

          allocated to each such Participant shall  be an amount chosen  by

          the  Company  to   be  allocated   under  (a) below.     If   any

          Discretionary Employer Contribution remains, such amount shall be

          allocated in accordance with (b) below.

                    (a) An amount shall be allocated equal to a  percentage

          of  each   such  Participant's   Compensation  earned   while   a

          Participant for such Plan Year, plus  the same percentage of  the

          excess of  (i) such  Participant's  Compensation earned  while  a

          Participant for the Plan Year above  (ii) the Wage Base for  such



          Plan Year.   However,  the percentage  of Compensation  used  for

          allocations above the  Wage Base shall  not exceed  5.7% or  such

          other percentage which  equals the  maximum percentage  permitted

          under Code Section 401(l).

                    (b) Any remaining  Discretionary Employer  Contribution

          shall be allocated to each such Participant in proportion to  the

          ratio that each  such Participant's Compensation  earned while  a

          Participant bears to such  eligible Compensation of all  eligible

          Participants for the Plan Year.



          3.06      Non-Discrimination Test.


                    For any Plan Year, the average Contribution  Percentage

          for Highly-Paid  Employees determined  based on  Salary  Deferral

          Contributions (ADP) and separately based on the sum of  After-Tax

          Contributions and any Matching Employer Contributions (ACP) shall

          not exceed the greater of:

                    (a)  1.25  multiplied   by  the  average   Contribution

          Percentage for  all Eligible  Employees who  are not  Highly-Paid

          Employees; or

                              (b)  the lesser of

                                   ( i) twice  the   average   Contribution

                             Percentage for all Eligible Employees who  are

                             not Highly-Paid Employees; and

                                   (ii) the average Contribution Percentage

                             for   all  Eligible  Employees  who  are   not

                             Highly-Paid Employees, plus two percent (2%).

                    If the limitation described under subsection (b)  above

          is applied  with respect  to  Salary Deferral  Contributions,  it






          shall not  be  applied  with respect  to  the  sum  of  After-Tax

          Contributions   and   Matching   Employer   Contributions,    and

          vice-versa, except  as otherwise  permitted under  the  following

          Definitions and Special Rules Section describing the multiple use

          test.

                    For purposes of  this Section,  an Excess  Contribution

          shall mean the excess of a Highly-Paid Employee's Salary Deferral

          Contribution   (or   amounts    treated   as   Salary    Deferral

          Contributions) over the maximum  amount of such Contributions  as

          provided under the above test.

                    For  purposes   of  this   Section,  Excess   Aggregate

          Contributions shall mean  the excess of  the aggregate amount  of

          After-Tax Contributions and Matching Employer Contributions which

          were made on behalf of Highly-Paid  Employees for any Plan  Year,

          over the maximum amount of  such Contributions as provided  under

          the above test.

                    The   Excess   Contributions   or   Excess    Aggregate

          Contributions, whichever  is applicable,  shall be  allocated  by

          reducing the actual  Contribution Percentage  of the  Highly-Paid

          Employee with the highest  actual Contribution Percentage.   Such

          Contribution Percentage shall  be reduced  until the  Highly-Paid

          Employee with the highest actual Contribution Percentage is equal

          to that of the Highly-Paid Employee with the next highest  actual

          Contribution Percentage or until the above test is passed.   This

          process shall  be repeated  until the  test  is passed  and  such

          leveling  method   shall   determine   the   amount   of   Excess

          Contributions attributable  to each  Highly-Paid Employee.    The






          Excess Aggregate Contribution  amount shall  be determined  after

          any Salary Deferral Contributions  are recharacterized as  After-

          Tax Contributions.

          Definitions and Special Rules:

                    "Aggregate Limit" shall mean the sum of (i) 125 percent

          of the greater of  the ADP of  the Non-Highly-Paid Employees  for

          the Plan Year or the ACP  of Non-Highly-Paid Employees under  the

          Plan subject to Code Section 401(m)  for the Plan Year  beginning

          with or within the Plan Year of the cash or deferred  arrangement

          (`CODA') and (ii) the  lesser of 200% or  two plus the lesser  of

          such ADP or ACP.   `Lesser' is substituted  for `greater' in  (i)

          above and `greater' is substituted  for `lesser' after `two  plus

          the' in (ii) if it would result in a larger Aggregate Limit.

                    A multiple use method may be  used in order to  satisfy

          the non-discrimination test if one or more Highly-Paid  Employees

          participate in both a CODA and a plan maintained by the  Employer

          subject to the ACP test.  If the sum of the ADP and ACP of  those

          Highly-Paid Employees subject to either or both tests exceeds the

          Aggregate Limit, then the ACP of those Highly-Paid Employees  who

          also participate in a CODA will  be reduced (beginning with  such

          Highly-Paid Employee whose ACP is the highest) so that the  limit

          is not exceeded.  The amount by which each Highly-Paid Employee's

          Contribution Percentage amount is reduced shall be treated as  an

          Excess Aggregate Contribution.   The ADP and  ACP of the  Highly-

          Paid Employees are determined  after any corrections required  to

          meet the ADP and ACP tests.  Multiple use does not occur if  both

          the ADP and ACP of the Highly-Paid Employees does not exceed 1.25






          multiplied by the ADP and ACP of the Non-Highly Paid Employees.

                    For purposes of determining the Contribution Percentage

          test, After-Tax Contributions are considered to have been made in

          the Plan Year in which contributed to the trust.  Salary Deferral

          Contributions, Matching Employer Contributions and Qualified Non-

          elective Contributions will  be considered made  for a Plan  Year

          only if made  no later than  the end of  the twelve-month  period

          beginning on the day after the close of the Plan Year.

                    The  Employer  shall  maintain  records  sufficient  to

          demonstrate satisfaction of  the above  tests and  the amount  of

          Qualified   Non-elective   Contributions,   including   qualified

          matching Contributions, if applicable, used in the test.

                    The determination  and  treatment of  the  Contribution

          Percentage  of   any  Participant   shall  satisfy   such   other

          requirements as  may  be  prescribed  by  the  Secretary  of  the

          Treasury.

                    A Participant may treat his Excess Contributions  under

          Section 3.01 as an amount distributed to the Participant and then

          contributed  by   such   Participant   to   the   Plan.      Such

          recharacterized amounts will remain nonforfeitable and subject to

          the   same   distribution   requirements   as   Salary   Deferral

          Contributions.  Amounts may not  be recharacterized by a  Highly-

          Paid Employee to the extent that such amount, in combination with

          other After-Tax Contributions made by that Employee, would exceed

          any stated limit under the Plan on After-Tax Contributions.

                    Recharacterization must  occur no  later than  two  and

          one-half months after the last day of the Plan Year in which such






          Excess Contributions arose and is deemed to occur no earlier than

          the date the last Highly-Paid Employee is informed in writing  of

          the  amount   recharacterized  and   the  consequences   thereof.

          Recharacterized amounts will  be taxable to  the Participant  for

          the Participant's tax  year in which  the Participant would  have

          received them in cash.

                    Prior to January 1, 1997, if a Highly-Paid Employee  is

          subject to the family aggregation rules of the Code, the combined

          actual  Contribution   Percentage  (based   on  Salary   Deferral

          Contributions and separately based on After-Tax Contributions and

          Matching Employer Contributions)  for the family  group shall  be

          treated  as  one  Highly-Paid  Employee.    The  combined  actual

          Contribution Percentage  shall  be  determined  as  the  combined

          actual Contribution Percentage  of all  eligible family  members.

          The Excess Contributions  or Excess  Aggregate Contributions  for

          the family members shall be allocated in proportion to the  ratio

          of such Contributions for each family member.

                    Any distribution or forfeiture of Excess  Contributions

          or Excess Aggregate Contributions for any Plan Year shall be made

          based on the respective portions of such amounts attributable  to

          each Highly-Paid Employee.

                    Excess Contributions or Excess Aggregate  Contributions

          shall be adjusted  for any income  or loss.   The income or  loss

          allocable to such Contributions is  the income or loss  allocable

          to the Participant's Account  for the Plan  Year multiplied by  a

          fraction, the  numerator of  which is  such Participant's  Excess

          Contributions or Excess Aggregate Contributions for the year  and






          the denominator  is  the Participant's  Account  attributable  to

          satisfaction of ADP and ACP  test (as applicable) without  regard

          to any income or loss occurring during such Plan Year.

                    Notwithstanding  the  preceding  paragraph,  any  other

          reasonable method for  computing the income  allocable to  Excess

          Contributions or  Excess  Aggregate Contributions  may  be  used,

          provided  that  the   method  is   non-discriminatory,  is   used

          consistently  for  all  Participants   and  for  all   corrective

          distributions under the Plan  for the Plan Year,  and is used  by

          the Plan for allocating income to Participants' Accounts.

                    Excess Contributions and Excess Aggregate Contributions

          shall be forfeited, or if  not forfeitable, distributed from  the

          Participant's various Accounts in proportion to the ratio of such

          Participant's applicable Accounts.  Excess Contributions shall be

          distributed  from   the  Participant's   Qualified   Non-elective

          Contribution  Account  only  to  the  extent  that  such   Excess

          Contributions exceed  the  balance in  the  Participant's  Salary

          Deferral Account and Matching Contribution Account.

                    Forfeitures of Excess Aggregate Contributions shall  be

          applied to  reduce  Employer  Contributions  in  accordance  with

          Section 3.07.

                    Excess Contributions or Excess Aggregate Contributions,

          plus any income and  minus any loss  allocable thereto, shall  be

          forfeited, or if not forfeitable,  distributed no later than  the

          last day of each Plan Year to Participants to whose Accounts such

          Contributions were allocated  for the  preceding Plan  Year.   If

          such excess amounts are distributed more than 2 1/2 months  after






          the last day of the Plan Year in which such excess amounts arose,

          a ten percent (10%)  excise tax will be  imposed on the  Employer

          maintaining the Plan with respect to  such amounts to the  extent

          required by law.

                    In the event that this Plan satisfies the  requirements

          of Sections 401(k), 401(m), 401(a)(4), or 410(b) of the Code only

          if aggregated with  one or more  other plans, or  if one or  more

          other plans satisfy the requirements of such Sections of the Code

          only if aggregated with this Plan,  then this Section 3.06  shall

          be  applied  by  determining   the  Contribution  Percentage   of

          Employees as if  all such  plans were a  single plan.   For  Plan

          Years beginning after December 31, 1989, plans may be  aggregated

          in order to satisfy Section 401(k) or 401(m) of the Code only  if

          they have the same Plan Year.

                    The ADP  for  any  Participant  who  is  a  Highly-Paid

          Employee for the  Plan Year and  who is eligible  to have  Salary

          Deferral Contributions  (or amounts  treated as  Salary  Deferral

          Contributions for purposes of the ADP  test) allocated to his  or

          her accounts under two or more arrangements described in  Section

          401(k) of the Code that are maintained by the Employer, shall  be

          determined as  if such  Contributions were  made under  a  single

          arrangement.  If  a Highly-Paid Employee  participates in two  or

          more cash  or  deferred  arrangements that  have  different  Plan

          Years, all cash  or deferred arrangements  ending with or  within

          the same calendar year shall be treated as a single arrangement.

                    In the event that any  provisions of this Section  3.06

          are no longer  required or  applicable for  qualification of  the






          Plan under  the  Code, then  any  applicable provisions  of  this

          Section 3.06 shall thereupon be void.



          3.07      Forfeitures.


                    As of  the  end  of each  Plan  Year,  any  forfeitures

          occurring during  such Plan  Year  resulting from  an  Employee's

          termination of employment and election to receive a  distribution

          prior to being  one hundred percent  (100%) vested in  accordance

          with  Section  7.01  shall  first  be  applied  to  restore   the

          previously  forfeited   accounts,   if  applicable,   of   former

          Terminated Vested Participants  who have been  reemployed.  If  a

          Participant  elects  to  defer  his  distribution  the  resulting

          forfeiture (subject to Section 7.03) shall occur after a one year

          Break-in-Service.

                    Any remaining  portion  of  the  total  forfeiture  not

          applied in accordance with the preceding paragraph shall be  used

          to reduce  a  Matching  Employer  Contribution  or  Discretionary

          Employer Contributions.

                    Should a Participant who is  0% vested in his  Matching

          Employer Contribution  and  Discretionary  Employer  Contribution

          Accounts under Section 7.01 terminate employment, he shall  cease

          to  be  a  Participant  (unless  reemployed)  and  the  resulting

          forfeiture   of   his   Matching   and   Discretionary   Employer

          Contribution Accounts shall be deemed a full distribution of such

          Accounts.

                    If a terminated  Participant who was  0% vested in  his






          Matching  Employer   Contribution  and   Discretionary   Employer

          Contribution  Accounts  and  was   deemed  to  have  received   a

          distribution is subsequently reemployed by the Employer prior  to

          the occurrence  of five  consecutive one  year  Breaks-in-Service

          after the  date  of his  termination  of employment,  any  amount

          forfeited shall be reinstated to his Account.

          3.08      Maximum Employer Contributions.


                    Notwithstanding the above, the  total amount of  Salary

          Deferral  Contributions,  Matching  Employer  Contributions   and

          Discretionary Employer Contributions for any Plan Year shall  not

          exceed an  amount equal  to fifteen  percent (15%)  of the  total

          compensation of all Participants  for such Plan  Year.  Prior  to

          January 1, 1998, such compensation shall be reduced

          by any Salary Deferral Contributions made by the Participant  and

          also reduced by any contributions made  by salary reduction to  a

          plan established in accordance  with Sections 125  or 129 of  the

          Code.









          3.09      Time of Payment.


                    Matching  Employer   Contributions  and   Discretionary

          Employer Contributions may be made at  any time on or before  the

          date  required  for  deduction  of  such  Contributions  on   the

          Employer's Federal income tax return.








          3.10      Annual Additions Limitation.


                    Defined contribution dollar  limitation: $30,000 or  if

          greater, one-fourth of the defined benefit dollar limitation  set

          forth in  Section 415(b)(1)  of the  Code as  in effect  for  the

          limitation year.

                    Notwithstanding the above  provisions of this  Article,

          in no event shall the annual additions to a Participant's Account

          exceed the  maximum amount  permitted under  Section 415  of  the

          Code, and all provisions of such Section are hereby  incorporated

          in the Plan by reference.  The term "limitation year", as defined

          under the Code, shall mean the Plan Year.

                    The term  Defined Contribution  Fraction shall  mean  a

          fraction, the  numerator  of  which is  the  sum  of  the  annual

          additions to the Participant's Account under all the defined

          contribution plans (whether or not terminated) maintained by  the

          Employer  for  the  current   and  all  prior  limitation   years

          (including the annual additions attributable to the Participant's

          nondeductible employee contributions to all defined benefit plans

          maintained by the  Employer, whether or  not terminated, and  the

          annual additions attributable to  all welfare benefits funds,  as

          defined in Section  419(e) of  the Code,  and individual  medical

          accounts, as defined in Section 415(1)(2) of the Code, maintained

          by the Employer), and the denominator of which is the sum of  the

          maximum  aggregate  amounts  for   the  current  and  all   prior

          limitation years  of service  with  the Employer  (regardless  of






          whether  a  defined  contribution  plan  was  maintained  by  the

          Employer).  The maximum aggregate  amount in any limitation  year

          is the lesser of 125 percent of the dollar limitation  determined

          under Sections 415(b) and (d) of the Code in effect under Section

          415(c)(1)(A) of  the  Code or  35  percent of  the  Participant's

          compensation for such year.

                    If the Employee was a participant as of the end of  the

          first day of the first  limitation year beginning after  December

          31, 1986, in one or more defined contribution plans maintained by

          the Employer  which  were  in  existence  on  May  5,  1986,  the

          numerator of this fraction  will be adjusted if  the sum of  this

          fraction and the defined benefit fraction would otherwise  exceed

          1.0 under  the terms  of this  Plan.   Under the  adjustment,  an

          amount equal to the product of (1)  the excess of the sum of  the

          fractions over 1.0  times (2) the  denominator of this  fraction,

          will  be  permanently  subtracted  from  the  numerator  of  this

          fraction.  The  adjustment is calculated  using the fractions  as

          they would be computed as of the end of the last limitation  year

          beginning before January 1, 1987, and disregarding any changes in

          the terms and conditions of the plan made after May 5, 1986,  but

          using the Code  Section 415  limitation applicable  to the  first

          limitation year beginning on or after January 1, 1987.

                       The term  "Defined Benefit  Fraction" shall  mean  a

          fraction, the numerator of which is the sum of the  Participant's

          projected annual  benefits under  all the  defined benefit  plans

          (whether or not terminated) maintained  by the Employer, and  the

          denominator of which is the lesser  of 125 percent of the  dollar






          limitation determined  for  the limitation  year  under  Sections

          415(b) and (d) of the Code or 140 percent of the highest  average

          compensation, including any adjustments  under Section 415(b)  of

          the Code.

                    Notwithstanding the  above, if  the Participant  was  a

          participant as  of the  first day  of the  first limitation  year

          beginning after December 31, 1986, in one or more defined benefit

          plans maintained by the Employer which  were in existence on  May

          5, 1986, the denominator of this  fraction will not be less  than

          125 percent of the  sum of the annual  benefits under such  plans

          which the participant  had accrued as  of the close  of the  last

          limitation year beginning  before January  1, 1987,  disregarding

          any changes in the terms and conditions of the plan after May  5,

          1986.  The preceding sentence applies only if the defined benefit

          plans  individually   and   in  the   aggregate   satisfied   the

          requirements of section  415 for all  limitation years  beginning

          before January 1, 1987.

                    As soon as administratively  feasible after the end  of

          the limitation  year,  the  maximum permissible  amount  for  the

          limitation  year  will  be  determined   on  the  basis  of   the

          Participant's actual compensation for the limitation year.

                    If due to the maximum permitted above or as a result of

          the allocation  of forfeitures  there is  an excess  amount,  the

          excess will be disposed of as follows:

                    (1)  Any After-Tax  Contributions, to  the extent  they

          would  reduce  the  excess  amount,  will  be  returned  to   the

          Participant;






                    (2a) If  an  excess  amount   still  exists,  and   the

          Participant is covered

                                 by the Plan  at the end of the  limitation


          year, the excess amount in the Participant's Account will be used

          to reduce  Employer Contributions  (including any  allocation  of

          forfeitures) for such  Participant in the  next limitation  year,

          and each succeeding limitation year if necessary; or

                    (2b) If  an  excess  amount   still  exists,  and   the

          Participant is not covered by the Plan at the end of a limitation


          year, the excess amount  will be held  unallocated in a  suspense

          account.  The suspense account will  be applied to reduce  future

          Employer Contributions for all remaining Participants in the next

          limitation  year,  and   each  succeeding   limitation  year   if

          necessary.

                    If a  suspense  account is  in  existence at  any  time

          during a limitation year pursuant  to this Section, such  account

          will not receive  an allocation of  the trust's investment  gains

          and losses.  If  a suspense account is  in existence at any  time

          during a particular limitation year, all amounts in the  suspense

          account  must  be  allocated  and  reallocated  to  Participant's

          Accounts before any Employer or any employee contributions may be

          made to the Plan  for that limitation year.   Excess amounts  may

          not be distributed to Participants or former Participants, except

          as provided below.

                    Notwithstanding the  method  for  disposing  of  excess

          amounts as indicated above, in the case where a reasonable  error

          is made so that the limitations of Section 415 are violated,  the






          Plan may  distribute Salary  Deferral Contributions  (within  the

          meaning of Section 402(g)(3) of the Code) to the extent that  the

          distribution would reduce the excess amounts in the Participant's

          Account.  These amounts are disregarded  for purposes of the  ADP

          and ACP tests.



          3.11      Return of Contribution.


                    Except as provided in Section 3.10 and paragraphs  (a),

          (b), (c), (d), (e) and (f)  of this Section, and  notwithstanding

          any other provision of this Plan  or of the Trust Agreement,  the

          Employer irrevocably divests itself of any interest or  reversion

          whatsoever in any sums contributed by  it to the Trust Fund,  and

          it shall be impossible  for any portion of  the Trust Fund to  be

          used for,  or  diverted  to,  any  purpose  other  than  for  the

          exclusive benefit of Participants or their Beneficiaries.

                    (a)  If a contribution by  the Employer is  conditioned

          upon initial qualification of the  Plan or any amendment  thereto

          under Section 401 of the Code and the Plan or amendment does  not

          so qualify, the  contribution shall be  returned to the  Employer

          within one year of the date of denial of such qualification or of

          the failure to qualify.

                    (b)  If a contribution  made by the  Employer is  based

          upon a  good faith  mistake of  fact, the  contribution shall  be

          returned to the Employer within one year after the payment of the

          contribution.

                    (c)  If  a  contribution  which   is  intended  to   be






          deductible for Federal income tax  purposes is determined to  not

          be deductible and part or all of the deduction is disallowed, the

          contribution, to the extent disallowed, shall be returned to  the

          Employer within one year after the disallowance of the deduction.

                    (d)  Earnings attributable  to  any  mistaken  or  non-

          deductible contribution may not be returned to the Employer,  but

          losses attributable  thereto  must reduce  the  amount to  be  so

          returned.

                    (e)  If the withdrawal  of the  amount attributable  to

          the  mistaken  or  nondeductible  contribution  would  cause  the

          balance of  the  individual  Account of  any  Participant  to  be

          reduced to less  than the balance  which would have  been in  the

          Account  had  the  mistaken  or  nondeductible  amount  not  been

          contributed, then the amount to be returned to the Employer  must

          be limited so  as to  avoid such  reduction.   In the  case of  a

          reversion due to initial disqualification of the Plan, the entire

          assets of the Plan attributable to Employer contributions may  be

          returned to the Employer.

                    (f)  A contribution may be returned to the Employer  or

          an Employee, whichever  is applicable,  in order  to satisfy  the

          requirements of Section 3.06.



          3.12           Rollover Contributions.


                    (a)  Direct  Inter

                                      -Plan   Transfers.

                                                             Any   Employee


          (including Employees who are not yet Eligible Employees) may,  no

          less than  15 days  following written  notification to  the  Plan






          Administrator of  such  action, direct  the  appropriate  funding

          agency of any qualified retirement plan of the Employer, a former

          employer, or of an Individual Retirement Account (IRA) which  was

          established solely  as a  repository for  a distribution  from  a

          qualified plan  of  a  former  employer  (provided  the  Employee

          certifies  that  he  made  no  contributions  to  such  IRA)   to

          distribute directly  to  the Trustee  such  Participant's  entire

          interest in the distributing plan or IRA, exclusive of any after-

          tax contributions  made  by the  Participant  as an  employee  or

          participant thereunder, provided that the transferor plan or  IRA

          is not subject to the requirements  of Section 401(a)(11) of  the

          Code.   Any amount  presented by  a Participant  to the  Trustees

          within sixty  (60) days  of the  receipt shall  be treated,  upon

          receipt by the Trustee, as having been received directly from the

          appropriate officer or fiduciary of the distributing plan or IRA.

                    (b)  Cash Transfers.

                                          Only  cash may be transferred  in


          accordance with paragraph  (a) of this  Section.  Property  other

          than cash cannot be transferred.

                    (c)  Investment  of  Rollover  Contribution   Accounts.



          Rollover Contribution  Accounts  shall be  invested  as  provided

          under Section 4.01 of the Plan.

                    (d)  Direct  Rollovers.
                                               This  paragraph  applies  to


          distributions made on or after January 1, 1993.   Notwithstanding

          any provision of the  Plan to the  contrary that would  otherwise

          limit  a   distributee's  election   under  this   paragraph,   a






          distributee may elect, at the time  and in the manner  prescribed

          by the Plan  Administrator, to have  any portion  of an  eligible

          rollover distribution  paid directly  to an  eligible  retirement

          plan specified by  the distributee in  a direct  rollover.   Such

          distribution may  commence less  than 30  days after  the  notice

          required  under   Section  1.411(a)-1(k)   of  the   Income   Tax

          Regulations is given,  provided that (i)  the Plan  Administrator

          clearly informs the Participant that the Participant has a  right

          to a period  of at least  30 days after  receiving the notice  to

          consider the decision of whether or  not to elect a  distribution

          (and, if applicable, a particular distribution option), and  (ii)

          the Participant, after receiving the notice, affirmatively elects

          a distribution.

                    For purposes of this Section, the following definitions

          shall apply:

                    Eligible rollover distribution:   An eligible  rollover

          distribution is any  distribution of all  or any  portion of  the

          balance to the credit of the distributee, except that an eligible

          rollover distribution does not include:  any distribution that is

          one of a  series of  substantially equal  periodic payments  (not

          less frequently  than  annually)  made  for  the  life  (or  life

          expectancy) of the distributee or the joint lives (or joint  life

          expectancies) of the distributee and the distributee's designated

          beneficiary, or for a specified period of ten years or more;  any

          distribution to the  extent such distribution  is required  under

          Section  401(a)(9)  of   the  Code;  and   the  portion  of   any

          distribution that is not  includable in gross income  (determined






          without regard to the  exclusion for net unrealized  appreciation

          with respect to employer securities).

                    Eligible retirement plan:  An eligible retirement  plan

          is an individual retirement  account described in Section  408(a)

          of the  Code,  an  individual  retirement  annuity  described  in

          Section 408(b) of the code, an annuity plan described in  Section

          403(a) of the  Code, or a  qualified trust  described in  Section

          401(a) of  the  Code,  that accepts  the  distributee's  eligible

          rollover distribution.    However, in  the  case of  an  eligible

          rollover  distribution  to  the  surviving  spouse,  an  eligible

          retirement plan is an individual retirement account or individual

          retirement annuity.

                    Distributee:   A distributee  includes an  Employee  or

          former  employee.    In   addition,  the  Employee's  or   former

          employee's  surviving  spouse  and   the  Employee's  or   former

          employee's spouse or  former spouse  who is  the alternate  payee

          under a qualified domestic relations order, as defined in Section

          414(p) of the Code, are distributees with regard to the  interest

          of the spouse or former spouse.

                    Direct rollover:  A direct rollover is a payment by the

          plan  to   the  eligible   retirement  plan   specified  by   the

          distributee.






               ARTICLE IV     ADMINISTRATION OF FUNDS  ADMINISTRATION    OF



          FUNDS     ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS  ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS


               ADMINISTRATION OF FUNDS




          4.01      Investment of Funds.


                    Participant Accounts will be invested as determined  by

          the Plan Trustee, unless the Plan Administrator elects to  permit

          Plan Participants to direct the investment of all or a portion of

          their Accounts  and directs  the Trustees  accordingly, in  which

          event such  Participant Accounts  will be  invested as  described

          below and in Section 4.02 and 4.03.  Should individual investment

          elections  be  permitted  under  the  Plan,  then  the  available

          investment  alternatives   may  include   any  or   all  of   the

          alternatives described below:

                              (a)  Common  or  capital  stocks   (including

                          shares of qualifying  employer securities  within






                          the  meaning   of  Section   407(d)(5)),   bonds,

                          convertible debentures or preferred stocks, money

                          market investments and other short term corporate

                          and  government   investments  and   fixed   debt

                          obligations of corporations  and of the  Federal,

                          state and  local  government, or  any  pooled  or

                          mutual fund invested in such instruments.

                              (b)  One or  more guaranteed  interest  funds

                          which shall  be  invested under  a  contract  (or

                          contracts) with a bank,  or an insurance  company

                          licensed in the state in  which an office of  the

                          Employer is domiciled and  whereby terms of  such

                          contract  guarantee   both   the   repayment   of

                          principal and the payment  of interest at a  pre-

                          determined minimum  rate for  a fixed  period  of

                          time.  Any such  contract is subject to  approval

                          of the Plan Administrator  and may be renewed  or

                          discontinued in  its  discretion.    Should  such

                          contract be  discontinued  and  should  the  Plan

                          Administrator not  enter  into  or  instruct  the

                          Trustee  to  enter  into  a  successor   contract

                          providing similar guarantees as to principal  and

                          interest, then any Participant whose Account  was

                          invested under the  contract shall  be given  the

                          opportunity to make a new investment election.

                              (c)  Any other  managed fund  which the  Plan

                          Administrator deems appropriate for investment of






                          plan assets.

                              (d)  A fund  invested  in  shares  of  common

                          stock of the Company.  Any dividends received  on

                          such shares  shall be  reinvested in  this  fund.

                          Contributions  designated   for  the   fund,   or

                          dividends paid on shares held in the fund,  shall

                          be   temporarily   invested   in   a   short-term

                          investment fund  while  the  Trustee  awaits  the

                          opportunity to purchase  additional shares.   The

                          shares of common stock  of the Company from  time

                          to time required to be acquired for the  purposes

                          of this Plan shall be acquired by the Trustees by

                          purchase in the open market at prevailing prices,

                          or, if directed by  the Company, by  contribution

                          in kind or by purchase privately from the Company

                          or any other person at a price per share equal to

                          the closing market price  per share at which  the

                          shares of common stock  of the Company were  sold

                          on the last business day preceding the day of the

                          purchase;  it   being  understood   that   shares

                          purchased from the Company may be either treasury

                          shares or authorized but unissued shares, if  the

                          Company shall make such shares available for that

                          purpose.



                    The  Plan   Administrator  may,   in  its   discretion,

          discontinue the  use of  any investment  alternatives  maintained






          under  the   Plan,   without   obligation   to   substitute   new

          alternatives, provided that  Participants with Accounts  invested

          in a discontinued investment alternative are given an opportunity

          to make an  election to transfer  the affected  portion of  their

          Accounts to another  investment alternative  permitted under  the

          Plan.

                    The Plan Administrator may, in its discretion, offer  a

          mechanism with respect  to transfers out  of a  fund invested  in

          Employer Securities, provided that such rights are made available

          and applicable in a non-discriminatory manner to all Participants

          in similar circumstances.



          4.02      Investment Elections.


                    If  investment  elections  are  permitted,  then   each

          Participant will  designate in  which investment  alternative  or

          combination  of   alternatives  he   desires  his   Account   and

          Contributions to be invested; provided, however, that the portion

          invested in any alternative  which he elects shall  be 1% or  any

          multiple thereof, or such other  percentage as designated by  the

          Plan Administrator, subject to the maximum of 100%.



          4.03      Change of Elections.


                    Changes  in  investment  elections  shall  (subject  to

          Section 4.04) be permitted effective as  of the first day of  any

          quarter in each calendar year or  such other period as  specified

          by the Plan Administrator, in the manner described below:






                    (a)  Any Participant may, by written request filed with

          the Plan Administrator by a specified number of days prior to the

          effective date  of  the change,  or  under any  other  method  as

          prescribed by  the Plan  Administrator, alter  his election  with

          respect to the investment of his future contributions.

                    (b)  Any Participant may, by written request filed with

          the Plan Administrator by a specified number of days prior to the

          effective date  of  the change,  or  under any  other  method  as

          prescribed by  the Plan  Administrator, alter  his election  with

          respect  to  the  investment  alternatives  in  which  his  prior

          contributions have been  invested and may  direct the Trustee  to

          transfer all or any portion of the balance in his Account to  any

          investment alternative or combination of alternatives.



          4.04      Restrictions on Changes.


                    The Plan  Administrator may,  in its  sole  discretion,

          establish restrictions, limitations or prohibitions with  respect

          to changes in investment elections, or transfers, permitted under

          the Plan.    Any such  restrictions, limitations or  prohibitions

          which may apply to elections related to, or transfers among,  any

          or all  investment  funds maintained  under  the Plan,  shall  be

          communicated  in   advance  of   their  applicability   to   Plan

          Participants, and shall apply  in a non-discriminatory manner  to

          all Participants in similar circumstances.



          4.05           Allocation of Contributions.






                    As of each Valuation Date, the Plan Administrator shall

          allocate the  Salary  Deferral Contributions,  Matching  Employer

          Contributions, Discretionary Employer Contributions and After-Tax

          Contributions to the Account of each Participant.







          4.06      Valuation of Assets.


                    As of  each Valuation  Date, the  assets of  the  Trust

          shall be valued  at fair  market value  and any  gains or  losses

          shall be allocated to the  same investment alternatives in  which

          they arose.



          4.07      Voting of Shares.


                    Before each annual or  special meeting of  shareholders

          of the Company, the  Company shall cause the  Trustee to send  to

          each Participant whose Account is invested in common stock of the

          Company, a  copy of  the  proxy solicitation  material  therefor,

          together with a form  providing confidential instructions to  the

          Trustee on how to  vote the shares of  Company stock held  within

          the Participant's Account.  Upon receipt of such instructions  in

          conformance with said  proxy solicitation  material, the  Trustee

          shall  vote   the  shares   of  Company   stock  as   instructed.

          Instructions received from individual Participants by the Trustee

          shall be held in strictest confidence  and shall not be  divulged

          or released to any person, including officers or Employees of  an






          Employer.   The Trustees  shall vote  the shares  of the  Company

          stock for which no  instructions have been  received in the  same

          proportion  as  the  shares  for  which  instructions  have  been

          received.



          4.08      Tender Offer Procedure.


                    In the  event  an  offer is  received  by  the  Trustee

          (including, but not limited to, a tender offer or exchange offer)

          to purchase any shares  of Company stock held  by the Trustee  in

          the Trust, the Company  shall cause the Trustee  to send to  each

          Participant whose  Account  is  invested in  Company  stock  such

          information as will be distributed to shareholders of the Company

          in connection with such offer, and to notify each Participant  in

          writing of the number of shares  of Company stock which are  then

          credited to  such  Participant's  Account.    The  Trustee  shall

          provide  to  each  Participant  a  form  requesting  confidential

          directions as to the manner in which the Trustee is to respond to

          the offer with respect  to shares of  Company stock allocated  to

          such  Participant's  Account.    Upon  timely  receipt  of   such

          directions, the Trustee shall respond as directed with respect to

          the tender or  exchange of  such shares.   Instructions  received

          from individual Participants by the Trustee shall be held in  the

          strictest confidence and shall not be divulged or released to any

          person, including  officers or  Employees of  an Employer.    The

          Trustee shall  not tender  or exchange  shares of  Company  stock

          allocated to a  Participant's Account for  which the Trustee  has






          not received directions from the Participant.

                    A Participant who has directed the Trustee to tender or

          exchange shares of Company stock allocated to such  Participant's

          Account may,  at any  time prior  to the  offer withdrawal  date,

          direct the Trustee to withdraw such  shares from the offer  prior

          to the withdrawal deadline, in which case the Trustee shall carry

          out such directive.

                    In the event  that shares of  Company stock  held in  a

          Participant's Account are tendered or exchanged pursuant to  this

          Section 4.08, the proceeds received  upon the acceptance of  such

          tender or  exchange  shall  be  credited  to  such  Participant's

          Account, and shall be  invested in the  manner determined by  the

          Company or as otherwise provided in the Plan.



          4.09      ERISA Section 404(c) Plan.


                    The Plan is intended to constitute a plan described  in

          Section 404(c) of ERISA and  shall be administered in  accordance

          with such intent  with respect  to all  Contributions other  than

          Matching  Employer  Contributions   if  such  Contributions   are

          invested in Employer Securities by the  Trustee.  The Plan  shall

          be  administered   in  compliance   with  Department   of   Labor

          Regulations Section 2550.440c-1.



          4.10      Confidentiality.


                    Information relating to the purchase, holding, and sale

          of Company stock in a Participant's  Account and the exercise  of






          voting, tender, and similar rights with respect to such stock  by

          Participants and  their  beneficiaries  shall  be  maintained  in

          accordance  with  such  procedures  as  the  Administrator  shall

          establish designed  to  safeguard  the  confidentiality  of  such

          information, except  to  the  extent  necessary  to  comply  with

          Federal laws or state laws not preempted by ERISA.



          4.11      Fiduciary Designation.


                    The Administrator is designated  as the Plan  fiduciary

          responsible for ensuring that the procedures implemented pursuant

          to Section 4.10 are  sufficient to safeguard the  confidentiality

          of information described  in that Section,  that such  procedures

          are  being  followed,  and  that  an  independent  fiduciary   is

          appointed  to  carry  out  activities  which  the   Administrator

          determines  involve  a  potential  for  undue  influence  by  any

          Employer upon Participants and  beneficiaries with regard to  the

          direct or indirect exercise of shareholder rights with respect to

          Company stock.






               ARTICLE V RETIREMENT BENEFITS RETIREMENT BENEFITS RETIREMENT


          BENEFITS  RETIREMENT BENEFITS RETIREMENT BENEFITS RETIREMENT


          BENEFITS  RETIREMENT BENEFITS RETIREMENT BENEFITS RETIREMENT


          BENEFITS  RETIREMENT BENEFITS RETIREMENT BENEFITS RETIREMENT


          BENEFITS  RETIREMENT BENEFITS RETIREMENT BENEFITS RETIREMENT


          BENEFITS


               RETIREMENT BENEFITS




          5.01      Normal Retirement Benefit and Early Retirement Benefit.


                    A Normal  Retirement  Benefit  shall  be  payable  with

          respect to  any Participant  retiring  at his  Normal  Retirement

          Date, and shall be equal to  the Participant's Account as of  the

          Valuation  Date   coincident   with   or   next   following   the

          Participant's Normal Retirement Date.  Payment shall commence  no

          later than sixty  (60) days following  the last day  of the  Plan

          Year in which the Participant's Normal Retirement Date occurs.



          5.02      Deferred Retirement Benefit.


                    A Deferred  Retirement Benefit  shall be  payable  with

          respect to any Participant  retiring after his Normal  Retirement

          Date and shall be  equal to the Participant's  Account as of  the

          Valuation Date  coincident  with  or  immediately  following  the






          Participant's  actual  retirement.    Any  Contribution  to  such

          Participant's Account after he has attained  age 70 1/2 shall  be

          taken into consideration in determining the minimum  distribution

          requirements of Section 5.04.



          5.03      Disability Retirement Benefit.


                    A Disability Retirement Benefit  shall be payable  with

          respect to any Participant who has suffered a Disability and  who

          retires  from  service  of  the   Employer  by  reason  of   such

          Disability, and shall be equal to the Participant's Account as of

          the Valuation Date coincident with or next following the date  of

          the  Participant's  termination  due  to  Disability.    Such   a

          Participant may  also elect  to be  paid in  accordance with  the

          provisions of Section 7.02.



          5.04      Payment of Benefits.


                    Any benefit under this Article shall be made in a  lump

          sum payment no later than sixty  days following the close of  the

          Plan Year in which the Participant's retirement occurs.

                    If, after  a  Participant  terminates  employment,  the

          total value  of  his  vested  Account  is  $3,500  or  less,  the

          Administrator  shall  direct   the  Trustees   to  cash-out   the

          Participant's benefit in  a single lump  sum after any  Valuation

          Date coincident  with  or  following  the  date  of  his  or  her

          termination  of  employment,  without  any  requirement  for  the

          consent of a Participant or a Qualified Spouse.






                    For Active Participants,  benefit payments as  mandated

          by Code Section 401(a)(9) shall not commence later than the April

          1st following the calendar year in which the Participant  attains

          age 70 1/2 or such later date as permitted under the Code, unless

          the Participant was over  age 70 1/2 before  January 1, 1988  and

          was not a 5%  owner of the Employer  during the Plan Year  ending

          within the calendar year in which the Participant attained age 66

          1/2, or any subsequent year, in which event benefit payments  may

          commence after the April 1st following the calendar year in which

          the Participant  reaches  age  70 1/2,  but  as  soon  after  the

          Participant terminates employment as is practical.

                    All distributions required under this Section shall  be

          determined and  made  in  accordance with  the  proposed  or,  if

          applicable,  final  regulations  under  Code  Section  401(a)(9),

          including the minimum distribution incidental benefit requirement

          of Section 1.401(a)(9)-2 of the proposed or final regulations.

                    Pension benefits shall be  payable over a period  equal

          to (i)  the  life of  the  Participant,  (ii) the  lives  of  the

          Participant and his  spouse or  his other  named Beneficiary,  if

          any,  (iii)  a  fixed  period  not  extending  beyond  the   life

          expectancy of  the  Participant,  or  (iv)  a  fixed  period  not

          extending beyond the joint life expectancy of the Participant and

          his spouse or other named Beneficiary, if any.

                    Life expectancy may be recalculated no more  frequently

          than  annually,  but   the  life  expectancy   of  a   non-spouse

          Beneficiary or contingent annuitant may not be recalculated.






          5.05      Additional Allocations on Retirement.


                    Any  allocation  for  a  Participant,  made  as  of   a

          Valuation Date subsequent to the date of his retirement shall  be

          paid to such Participant, or his beneficiary, as soon after  such

          Valuation Date as is practical.



          5.06      Crediting of Investment Earnings.


                    Investment   earnings   shall   be   credited   to    a

          Participant's Account through the Valuation Date coincident  with

          or preceding the date that distribution  of the Account is  made.

          No earnings shall be credited after such Valuation Date.



          5.07      Company Stock.


                    A Participant may elect to have the portion, if any, of

          his vested  Account attributable  to a  fund invested  in  common

          stock of the Company distributed all in cash or all in kind.   In

          the case  of an  in-kind distribution,  the value  of  fractional

          shares shall  be paid  in cash.   Shares  of Shared  Technologies

          Cellular, Inc.  common  stock  shall be  valued,  to  the  extent

          practicable, as of the date of distribution.






               ARTICLE VI     DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS


               DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS


               DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS


               DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS DEATH BENEFITS


               DEATH BENEFITS




          6.01      Death Benefits.


                    In the event of the death  of an Active Participant  or

          of a  Terminated  Vested Participant  who  has not  yet  received

          payment of  his  Account,  the  Account  shall  be  paid  to  his

          Beneficiary in a single lump sum.  Any payment under this Section

          shall be  paid  as  soon  as  practicable  at  the  Beneficiary's

          election and no later than five (5) years after the Participant's

          death.   The distribution  shall be  equal to  the  Participant's

          vested Account  as  of  the Valuation  Date  coincident  with  or

          immediately preceding the date of payment.



          6.02      Additional Allocations on Death.


                    Any  allocation  for  a  Participant,  made  as  of   a

          Valuation Date subsequent to the date of his death, shall be paid

          to such Participant's  Beneficiary as soon  after such  Valuation

          Date as is practical.






          6.03      Beneficiary Designation.


                    "Beneficiary" shall mean the person or persons named to

          receive any death  benefits which  may become  payable under  the

          Plan, and shall include any contingent beneficiary.

                    If a  Participant has  a  Qualified Spouse,  then  such

          spouse shall automatically be the Beneficiary eligible to receive

          the Account  of the  Participant  pursuant to  the  Participant's

          death, unless the Participant names an alternate Beneficiary, and

          the Qualified  Spouse consents  in writing  to the  Participant's

          naming  of   an  alternate   Beneficiary,  which   consent   must

          acknowledge the effect of such designation and be witnessed by  a

          representative of the  Plan Administrator,  or attested  to by  a

          notary public.  Each Participant shall have the right by  written

          notice to the Plan Administrator, in  the form prescribed by  the

          Plan Administrator, to designate, and from time to time to change

          the designation  of, one  or  more Beneficiaries  and  contingent

          beneficiaries to  receive any  benefit which  may become  payable

          under the  Plan pursuant  to his  death, provided  his  Qualified

          Spouse, if  any,  consents to  the  designation of  an  alternate

          Beneficiary as set forth in the preceding sentence.  A  Qualified

          Spouse may also  expressly permit a  Participant to  subsequently

          change an alternative beneficiary designation without any further

          spousal consent.

                    If it  is established  to the  satisfaction of  a  Plan

          representative that there  is no  Qualified Spouse  or that  such

          spouse cannot be located, an alternative beneficiary  designation






          will be deemed a proper election without any spousal consent.

                    Any consent by a  Qualified Spouse obtained under  this

          provision (or  establishment  that  the consent  of  a  Qualified

          Spouse may not be obtained) shall be effective only with  respect

          to such  spouse.   A consent  that  permits designations  by  the

          Participant without  any requirement  of further  consent by  the

          Qualified Spouse must acknowledge that such spouse has the  right

          to limit consent to a specific  beneficiary, and a specific  form

          of benefit  where applicable,  and  that the  spouse  voluntarily

          elects to relinquish either or both of such rights.  A revocation

          of a prior beneficiary designation may  be made by a  Participant

          without the consent of  the Qualified Spouse  at any time  before

          the commencement of  benefits.  The  number of revocations  shall

          not be limited.

                    In the event  that a Participant  who does  not have  a

          Qualified  Spouse  as  described  above  fails  to  designate   a

          Beneficiary to  receive a  benefit under  the Plan  that  becomes

          payable  pursuant  to  his  death,  or  in  the  event  that  the

          Participant  is  pre-deceased  by  all  automatic  or  designated

          primary and contingent beneficiaries, the death benefit shall  be

          payable to the Participant's estate.






               ARTICLE VII    VESTING AND SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE     VESTING          AND



          SEPARATION FROM SERVICE  VESTING AND SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE     VESTING          AND



          SEPARATION FROM SERVICE  VESTING AND SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE     VESTING          AND



          SEPARATION FROM SERVICE  VESTING AND SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE     VESTING          AND



          SEPARATION FROM SERVICE  VESTING AND SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE     VESTING          AND



          SEPARATION FROM SERVICE


               VESTING AND SEPARATION FROM SERVICE




          7.01      Vesting of Accounts.


                    A Participant shall at all times be fully (100%) vested

          in  his   Salary   Deferral   Contribution   Account,   After-Tax

          Contribution Account, Rollover  Contribution Account  and in  any

          restoration contributions made pursuant to Section 7.03.

                    A Participant shall be vested in his Matching  Employer

          Contribution Account and his Discretionary Employer  Contribution






          Account based  on his  Years of  Service in  accordance with  the

          following table:

                         Years of Service         Vesting Percentage


                         Less than 1                   0%
                         1 but less than 2             33 1/3%
                         2 but less than 3             66 2/3%
                         3 or more                100%


                    Notwithstanding the  foregoing, an  Active  Participant

          shall be  100% vested  in his  Account at  his Normal  Retirement

          Date, the date of his retirement due to Disability or the date of

          his death.



          7.02      Payment of Benefits.


                    An Active Participant who is vested in his Account  and

          terminates employment prior to  his Normal Retirement Date  shall

          be deemed a Terminated Vested Participant.  Payment of his vested

          Account shall be made  in a single lump  sum no later than  sixty

          (60) days following  the Valuation Date  coincident with or  next

          following the Participant's Normal Retirement Date.  However, any

          such Participant may elect that payment of his vested Account  be

          made as of any  Valuation Date coincident  with or following  the

          date of his  termination of  employment, provided  that he  makes

          such election on or  before the applicable  Valuation Date.   The

          failure of a Participant to waive distribution of a benefit prior

          to his Normal  Retirement date  is deemed  to be  an election  to

          defer commencement of benefits.

                    A  Terminated   Vested  Participant's   Account   shall






          continue to be credited with investment earnings through the last

          Valuation Date coincident with or immediately preceding the  date

          that payment  of the  Account  is made.    No earnings  shall  be

          credited after such Valuation Date.

                    If, after  a  Participant  terminates  employment,  the

          total value  of  his  vested  Account  is  $3,500  or  less,  the

          Administrator  may   direct   the   Trustee   to   cash-out   the

          Participant's benefit in  a single lump  sum after the  Valuation

          Date coincident  with  or  following  the  date  of  his  or  her

          termination of  employment,  without  any  requirement  for  such

          Participant's consent.



          7.03      Reemployment   After   Distribution   and   Restoration



          Contributions.


                    Any former Participant who  once again qualifies as  an

          Active Participant and  who has  received a  distribution of  any

          portion  of  his  vested   Account  attributable  to  his   prior

          participation in this Plan  may restore to  the Trustee the  full

          amount of  the  distribution  he previously  received  which  was

          derived from Employer Contributions.   In order to reinstate  his

          full Matching or Discretionary  Employer Contribution Account,  a

          reemployed  Participant  must  repay  the  full  amount  of   the

          distribution from such Accounts prior to  the earlier of (i)  the

          fifth anniversary of the date  such participant is reemployed  or

          (ii) five consecutive one year Breaks-in-

          Service after  the date  of distribution.   Any  Participant  who






          fails to  make  his  restoration contribution  within  such  time

          period shall waive his right to the portion of his Account  which

          was not vested when he received his distribution.






               ARTICLE VIII   WITHDRAWALS AND LOANS    WITHDRAWALS      AND



          LOANS     WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS    WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS


               WITHDRAWALS AND LOANS




          8.01      Withdrawals While Employed.


                    In-service withdrawals  shall  be  made  upon  15  days

          written notice in the following order:

                    (a)  A Participant may withdraw  all or any portion  of

          his After-Tax Contribution Account.   Such withdrawal shall  come

          first from After-Tax Contributions made prior to January 1, 1987.

          Next, such withdrawal shall be allocated proportionately  between

          the Participant's After-Tax Contributions made after December 31,

          1986 and  the  investment  earnings on  such  Contributions.    A

          Participant may  then withdraw  the  investment earnings  on  his

          After-Tax Contributions made prior to January 1, 1987.

                    (b)  A Participant  may  withdraw any  portion  of  his






          Rollover Contribution Account  upon attainment of  Age 59/ or  in

          the event of a financial hardship as described below.

                    (c)  A Participant  may  withdraw his  Salary  Deferral

          Contribution Account for  any  reason  after he has  attained Age

          59/ and  prior to  Age 59/  solely in  the event  of a  financial

          hardship, and  solely  to  the extent  required  to  satisfy  the

          hardship.  The amount that may  be distributed due to a  hardship

          may include the amount necessary to pay income taxes or penalties

          resulting from  the  distribution.   Such  hardship  must  be  an

          immediate and heavy financial need of the Participant where  such

          Participant lacks  other  available  resources.    The  following

          conditions would  automatically be deemed an immediate and  heavy

          financial need:

                              (  i)     medical expenses as described under

                         Code Section 213(d)  incurred by the  Participant,

                         his spouse or his dependents;

                              ( ii)     costs  directly   related  to   the

                         purchase  of   a  primary   residence   (excluding

                         mortgage payments);

                              (iii)     payment  of   tuition  or   related

                         educational fees  for the  next twelve  months  of

                         post-secondary education  for  the  Employee,  his

                         spouse or his dependents;

                              ( iv)     payment to prevent eviction of  the

                         Participant   from   a   primary   residence    or

                         foreclosure of mortgage on his primary  residence;

                         and






                              (  v)     any other occurrence as  authorized

                         by the IRS  through Regulations, Rulings,  Notices

                         and other documents of general applicability.

                    A Participant must  submit a  written certification  on

          the form prescribed by the  Plan Administrator that the  hardship

          distribution is  necessary  to  satisfy an  immediate  and  heavy

          financial need.  The written certification must indicate that the

          need cannot  reasonably  be  relieved  through  reimbursement  or

          compensation by  insurance or  otherwise, by  liquidation of  the

          employee's assets, by cessation of Salary Deferral  Contributions

          or After-Tax Contributions (if applicable)  under the Plan or  by

          other distributions or nontaxable loans from plans maintained  by

          the  Employer  or  any  other  employer,  or  by  borrowing  from

          commercial sources on  reasonable commercial terms  in an  amount

          sufficient to  satisfy the  need.   The  Employer must  not  have

          actual knowledge to the contrary that the need cannot  reasonably

          be relieved as described above.

                    A Participant may not withdraw any investment  earnings

          included in his Salary  Deferral Contribution Account which  were

          accumulated after  December  31,  1988,  or  any  Qualified  Non-

          elective Contributions (including investment earnings), unless he

          has attained Age 59/.

                    A Participant  may  not  withdraw any  portion  of  his

          Matching Employer Contribution Account or Discretionary  Employer

          Contribution Account for  any reason prior  to his retirement  or

          other termination of employment.

                    In no  event will  any  hardship withdrawal  of  Salary






          Deferral  Contributions   be   granted   until   any   applicable

          distributions and loans have been taken  from this Plan and  from

          all other qualified retirement plans of the Employer.



          8.02      Loans.


                    (a)  Upon 30  days  written  notice,  loans  to  Active

          Participants may be made from their Accounts (excluding  balances

          invested in common stock of the  Company) in amounts of not  less

          than $1,000.  No  more than one Plan  loan may be outstanding  to

          each Participant at any time.

                    (b)  No Participant shall, under any circumstances,  be

          entitled to  loans in  excess of  the lesser  of (i)  50% of  his

          vested Account  as  of  the Valuation  Date  coincident  with  or

          immediately preceding the  date on which  the loan  is made,  and

          (ii) $50,000 less the highest  outstanding loan balance over  the

          12-month period immediately preceding  the issuance of the  loan.

          For purposes  of  this  paragraph, all  outstanding  loans  to  a

          Participant under  this Plan  or any  other qualified  retirement

          plan of the Employer shall be aggregated.

                    (c)  Any loan to  a Participant shall  be evidenced  by

          the Participant's promissory  note and secured  by the pledge  of

          the Participant's Account in the Trust Fund and by the pledge  of

          such  further  collateral  as  the  Trustee  deems  necessary  or

          desirable to  assure repayment  of the  borrowed amount  and  all

          interest payable  thereon in  accordance with  the terms  of  the

          loan.     Notwithstanding  the   foregoing,  the   amount  of   a






          Participant's Account  that  may be  used  as security  shall  be

          limited to  fifty  (50%)  of  such  Participants  vested  Account

          balance.

                    (d)  Interest shall be charged at an annual rate  equal

          to the prime interest rate in effect  as of the first day of  the

          month in which the loan is processed, plus two percent (2%).  The

          Administrator shall  have  sole  discretion  in  determining  the

          interest rate,  and  its decision  shall  be final  and  binding.

          Principal repayments and interest  payments shall be credited  to

          the Account  of the  Participant to  whom the  loan was  made  in

          accordance with his  investment elections  as in  effect at  such

          time as the loan repayments are made.

                    (e)  Loans shall be  for such term  as the  Participant

          elects, except that loans shall not be for a period in excess  of

          five  (5)  years  unless  they  are  made  for  the  purposes  of

          purchasing the primary residence of the Participant in which case

          such loans can be  made for a  period not in  excess of ten  (10)

          years.

                    (f)  Loans  shall  be  repaid  in  approximately  level

          installments made no  less frequently than  quarterly.  The  Plan

          Administrator  may  require  that  loans  be  repaid  by  payroll

          deduction or  any  other  convenient  manner.    The  manner  and

          frequency  of   payment  shall   be   determined  by   the   Plan

          Administrator.  A loan may be repaid in full at any time.

                    (g)  If not repaid in full,  the unpaid portion of  any

          outstanding loans (including interest thereon) shall be  deducted

          at  retirement,  death,  disability   or  other  termination   of






          employment from  any  benefit  to which  a  Participant  (or  his

          beneficiary) is entitled under this Plan, and any other  security

          pledge shall be sold as soon as is practicable after such default

          by the Trustee at private or  public sale.  The proceeds of  such

          sale shall be applied first to pay the expenses of conducting the

          sale, including reasonable attorney's fees,  and then to pay  any

          sums due from the borrower to  the Trust Fund, with such  payment

          to be applied first  to accrued interest  and then to  principal.

          The Participant shall remain liable  for any deficiency, and  any

          surplus remaining shall be paid to the Participant.

                    (h)  If a required periodic payment is not made  within

          90 days of the date  it was due, this  shall be deemed a  default

          and foreclosure on the note and  attachment of security will  not

          occur until a distributable event occurs in the Plan.






               ARTICLE IX     ADMINISTRATION ADMINISTRATION ADMINISTRATION


               ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION


               ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION


               ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION


               ADMINISTRATION




          9.01      Plan Administrator.


                    The Plan shall be administered  by the Employer in  ac-

          cordance with  its  provisions  and for  purposes  of  such  Plan

          administration  the  Employer  is   hereby  deemed  to  be   Plan

          Administrator within the meaning of ERISA.   All aspects of  Plan

          administration  shall   be  the   responsibility  of   the   Plan

          Administrator except those specifically delegated to the Trustees

          or other parties  in accordance with  provisions of  the Plan  or

          Trust Agreement.



          9.02      Administrative Procedures.


                    The Administrator  shall have  discretionary  authority

          based on a reasonable interpretation of the Plan to determine the

          eligibility for benefits and the benefits payable under the Plan,

          and shall have discretionary authority  to construe all terms  of

          the Plan, including  uncertain terms, to  determine questions  of

          fact and law arising under the Plan and make such rules as may be






          necessary for the administration of the Plan.  Any  determination

          by the Plan Administrator shall be  given deference in the  event

          it is subject to judicial review, and shall be overturned only if

          it is arbitrary and  capricious or an abuse  of discretion.   The

          Administrator may require  Participants to apply  in writing  for

          benefits hereunder and to furnish satisfactory evidence of  their

          date of birth and such other information as may from time to time

          be deemed necessary.

                    The Plan Administrator shall appoint the Trustees,  in-

          vestment managers,  or any  other  professional advisors  as  the

          Administrator,  in  its  sole  discretion,  deems  necessary   or

          appropriate.



          9.03      Other Plan Administrator.


                    Anything to the contrary notwithstanding, the  Employer

          may appoint a committee or an individual or individuals,  whether

          or not employed by the Employer,  to carry out any of the  duties

          of the Plan Administrator.  Such duties may include, but are  not

          limited to, determining the eligibility  of any Employee for  any

          benefits and the amount  of such benefits  under the Plan,  main-

          taining custody  of  all  documents  and  elections  made  by  an

          Employee, directing  the investment  of any  payment made  by  an

          Employer within any limits which may be imposed by the  Employer,

          and retaining suitable  agents and  advisors.   Any committee  or

          individual shall  be considered  an agent  of the  Employer  with

          respect to  the Plan  and shall  be indemnified  by the  Employer






          against  any  and  all  claims,  losses,  damages,  expenses  and

          liabilities arising from  any action  or failure  to act,  except

          when the same is determined to be due to the gross negligence  or

          willful misconduct of such individual or a member of a committee.



          9.04      Claims Procedures.


                    (a)  If  a  Participant  or  Beneficiary   (hereinafter

          referred to as  "Claimant") is denied  any vested benefits  under

          this Plan, either partially or  in total, the Plan  Administrator

          shall advise the  Claimant of the  method of  computation of  his

          benefit, if any,  and the specific  reason for the  denial.   The

          Administrator shall also furnish the Claimant at that time with:

                                        (  i)          a specific reference

                                to pertinent Plan provisions,

                                        ( ii)          a description of any

                                 additional   material    or    information

                                 necessary for the Claimant to perfect  his

                                 claim, if possible, and an explanation  of

                                 why  such  material   or  information   is

                                 needed, and

                                        (iii)     an  explanation  of   the

                                Plan's claim review procedure.

                    (b)   Within  60 days  of  receipt of  the  information

          stated in (a) above,  the Claimant shall,  if he desires  further

          review, file  a  written  request for  reconsideration  with  the

          Administrator.






                    (c)  So long as the Claimant's request for

          review is pending (including the 60 day period in (b) above), the

          Claimant  or  his  duly  authorized  representative  may   review

          pertinent Plan documents  and may submit  issues and comments  in

          writing to the Administrator.

                    (d)  A final and binding decision shall be made by  the

          Administrator within 60 days of the filing by the Claimant of his

          request for  reconsideration,  provided,  however,  that  if  the

          Administrator, in its discretion, determines that a hearing  with

          the Claimant  or  his  representative  present  is  necessary  or

          desirable, this period shall be extended an additional 60 days.

                    (e)  The Administrator's decision shall be conveyed  to

          the Claimant in  writing and shall  include specific reasons  for

          the decision, written in a manner calculated to be understood  by

          the Claimant,  with specific  references  to the  pertinent  Plan

          provisions on which the decision is based.

          9.05      Expenses.


                    Expenses of the Plan shall be paid from the Trust  Fund

          unless the Employer elects to pay such expenses.






               ARTICLE X AMENDMENT, TERMINATION AND MERGERS AMENDMENT,


          TERMINATION AND MERGERS  AMENDMENT, TERMINATION AND MERGERS


               AMENDMENT, TERMINATION AND MERGERS AMENDMENT,    TERMINATION



          AND MERGERS    AMENDMENT, TERMINATION AND MERGERS AMENDMENT,


          TERMINATION AND MERGERS  AMENDMENT, TERMINATION AND MERGERS


               AMENDMENT, TERMINATION AND MERGERS AMENDMENT,    TERMINATION



          AND MERGERS    AMENDMENT, TERMINATION AND MERGERS AMENDMENT,


          TERMINATION AND MERGERS  AMENDMENT, TERMINATION AND MERGERS


               AMENDMENT, TERMINATION AND MERGERS AMENDMENT,    TERMINATION



          AND MERGERS


               AMENDMENT, TERMINATION AND MERGERS




          10.01          Amendment.


                    The provisions of this Plan may be amended at any  time

          and from  time  to time  by  the Board  of  Directors,  provided,

          however, that:

                    (a)  no  amendment   shall  increase   the  duties   or

          liabilities of the Plan Administrator  or of the Trustee  without

          the consent of such party;

                    (b)  no amendment  shall  deprive  any  Participant  or

          beneficiary of a deceased Participant of  any of the benefits  to






          which  he  is   entitled  under   this  Plan   with  respect   to

          contributions previously made, nor  shall any amendment  decrease

          the balance in any Participant's Account.   For purposes of  this

          paragraph, a plan  amendment which has  the effect of  decreasing

          the balance of a Participant's Account or eliminating an optional

          form of benefit with respect to benefits attributable to  service

          before the  amendment shall  be treated  as reducing  an  accrued

          benefit;

                    (c)  no amendment shall provide for the use of funds or

          assets held to provide  benefits under this  Plan other than  for

          the benefit of Employees and their beneficiaries or provide  that

          funds may revert to the Employer except as permitted by law; and

                    (d)  no amendment may change the vesting schedule  with

          respect to any Participant, unless each Participant with three or

          more Years of Service is permitted  to elect to have the  vesting

          schedule which  was  in  effect  before  the  amendment  used  to

          determine his  vested  benefit.   The  period  during  which  the

          election may be made shall commence  with the date the  amendment

          is adopted or deemed to be made and shall end on the latest of:

                         (1)  60 days after the amendment is adopted;

                                        (2)  60 days  after  the  amendment

                              becomes effective;                 or

                         (3)  60  days  after  the  Participant  is  issued

          written  notice  of  the  amendment  by  the  Employer  or   Plan

          Administrator.

                    In the case of an Employee  who is a Participant as  of

          the later of the  date such amendment is  adopted or the date  it






          becomes effective, the  nonforfeitable percentage (determined  as

          of such date)  of such Employee's  right to his  Employer-derived

          accrued benefit will  not be  less than  his percentage  computed

          under the Plan without regard to such amendment.

                    Each amendment  shall  be  approved  by  the  Board  of

          Directors by resolution and shall be filed with the Trustee.



          10.02          Plan Termination.


                    (a)  Right  Reserved
                                        .    While  it  is  the  Employer's


          intention  to  continue  the  Plan  indefinitely  the  right  is,

          nevertheless, reserved to terminate the Plan in whole or in  part

          by action  of  the Board  of  Directors. Termination  or  partial

          termination of  the  Plan  shall result  in  full  and  immediate

          vesting of each affected Participant  in his entire Account,  and

          there shall not thereafter be any forfeitures with respect to any

          Participant for any reason.  Notwithstanding any other  provision

          of this Plan, complete or partial  termination of the Plan  shall

          not be conditioned solely upon any resolution or other action  of

          the Company, the Board of Directors or any other party.

                    (b)  Effect on Retired  Persons, etc

                                                        .   Termination  of


          the Plan shall  have no effect  upon payment of  benefits due  to

          former Participants, their beneficiaries and their estates.   The

          Trustee shall  retain  sufficient  assets to  complete  any  such

          payments due  and shall  have the  right, upon  direction by  the

          Employer, to make such payments as  of the effective date of  the






          Plan termination.

                    (c)  Effect  on  Remaining  Participants,  etc

                                                                  .     The


          Employer shall instruct  the Trustees either  (i) to continue  to

          manage and administer the assets of the Trust for the benefit  of

          the Participants and  their beneficiaries pursuant  to the  terms

          and provisions of  the Trust Agreement,  or (ii) to  pay over  to

          each Participant (and vested former Participant) the value of his

          vested account, and to thereupon dissolve the Trust.

                    Upon termination of this Plan,  if the Employer or  any

          entity within the same controlled group as the employer does  not

          maintain  another  defined  contribution  plan  (other  than   an

          employee stock ownership plan as defined in Section 4975(e)(7) of

          the  Code),   the   Participant's  Account   may,   without   the

          Participant's  consent,  be   distributed  to  the   Participant.

          However, if any entity  within the same  controlled group as  the

          Employer maintains another defined contribution plan (other  than

          an employee stock ownership plan as defined in Section 4975(e)(7)

          of the Code), then the Participant's Account will be transferred,

          without the  Participant's  consent, to  the  other plan  if  the

          Participant does not consent to an immediate distribution.



          10.03          Complete Discontinuance of Employer Contributions.


                    While  it   is  the   Employer's  intention   to   make

          substantial  and  recurrent  contributions  to  the  Trust   Fund

          pursuant  to  the  provisions  of   this  Plan,  the  right   is,

          nevertheless, reserved  to  at any  time  completely  discontinue






          Employer contributions.   Such complete  discontinuance shall  be

          established by resolution  of the  Board of  Directors and  shall

          have the effect  of a termination  of the Plan,  except that  the

          Trustee shall  not  have authority  to  dissolve the  Trust  Fund

          except upon  adoption of  a further  resolution by  the Board  of

          Directors to  the effect  that the  Plan is  terminated and  upon

          receipt from the Employer of  instructions to dissolve the  Trust

          Fund pursuant to Section 10.02(c) hereof.



          10.04          Suspension of Employer Contributions.


                    The Employer shall have the right at any time, and from

          time to time, to suspend Employer contributions to the Trust Fund

          pursuant to this Plan.  Such  suspension shall have no effect  on

          the  operation  of  the  Plan  unless  the  Board  of   Directors

          determines by resolution that such suspension shall be permanent.

          A permanent  discontinuance of  contributions will  be deemed  to

          have occurred as of the date  of such resolution or such  earlier

          date as is therein specified.



          10.05          Mergers and Consolidations of Plans.


                    In the event  of any merger  or consolidation with,  or

          transfer of assets or liabilities to, any other plan, each Parti-

          cipant shall have a benefit in  the surviving or transferee  plan

          (determined as  if such  plan  were then  terminated  immediately

          after such merger,  etc.) that is  equal to or  greater than  the

          benefit he would have been entitled to receive immediately before






          such merger, etc., in the Plan in which he was then a Participant

          (had such Plan been terminated at  that time).  For the  purposes

          hereof, former Participants and beneficiaries shall be considered

          Participants.






               ARTICLE XI     MISCELLANEOUS PROVISIONS MISCELLANEOUS


          PROVISIONS     MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS


               MISCELLANEOUS PROVISIONS




          11.01          Non-Alienation of Benefits.


                    None of the payments, benefits or rights of any  Parti-

          cipant or beneficiary shall be subject  to any claim of any  cre-

          ditor, and in particular, to the fullest extent permitted by law,

          all such payments, benefits and rights shall be free from attach-

          ment, garnishment, trustee's process, or any other legal or equi-

          table process available  to any creditor  of such Participant  or

          beneficiary.  Notwithstanding the foregoing, the Plan Administra-

          tor shall assign or recognize an alternate payee with respect  to

          all or a portion of a  Participant's benefit, as may be  required

          in accordance with a Qualified Domestic Relations Order, as  such

          term is defined and as such action by the Plan Administrator  may






          be required under Section 414 of the Code and regulations  issued

          pursuant  thereto.     The  Administrator   shall  develop   such

          guidelines and procedures as  it deems appropriate to  determine,

          in accordance  with  Section 414  of  the Code,  and  regulations

          issued pursuant thereto, whether, and  in what manner, to  comply

          with any document it receives which is intended to be a Qualified

          Domestic Relations Order.   No Participant  or beneficiary  shall

          have the right to alienate, anticipate, commute, pledge, encumber

          or assign any of the benefits or payments which he may expect  to

          receive, contingently or otherwise,  under this Plan, except  the

          right to designate a beneficiary or beneficiaries as hereinbefore

          provided.



          11.02          No Contract of Employment.


                    Neither  the  establishment  of   the  Plan,  nor   any

          modification thereof,  nor the  creation of  any fund,  trust  or

          account, nor the payment  of any benefits  shall be construed  as

          giving any Participant or Employee, or any person whomsoever, the

          right to be  retained in  the service  of the  Employer, and  all

          Participants  and  other  Employees   shall  remain  subject   to

          discharge to  the same  extent  as if  the  Plan had  never  been

          adopted.



          11.03          Severability of Provisions.


                    If any provision of this Plan shall be held invalid  or

          unenforceable, such  invalidity  or  unenforceability  shall  not






          affect any  other  provisions  hereof, and  this  Plan  shall  be

          construed and  enforced  as  if  such  provisions  had  not  been

          included.



          11.04          Heirs, Assigns and Personal Representatives.


                    This Plan shall be  binding upon the heirs,  executors,

          administrators, successors and assigns of the parties,  including

          each Participant and beneficiary, present and future.



          11.05          Headings and Captions.


                    The headings and captions herein are provided for refe-

          rence and convenience only, shall not  be considered part of  the

          Plan, and shall not be employed in the construction of the Plan.



          11.06          Gender and Number.


                    Except where  otherwise clearly  indicated by  context,

          the masculine and the neuter shall  include the feminine and  the

          neuter, the singular shall include the plural, and vice-versa.



          11.07          Funding Policy.


                    The  Plan  Administrator,  in  consultation  with   the

          Employer, shall  establish  and  communicate to  the  Trustees  a

          funding policy consistent with the objectives of this Plan and of

          the corresponding Trust.   Such policy  shall reflect due  regard

          for the  emerging liquidity  needs of  the Trust.   Such  funding






          policy shall also state the general investment objectives of  the

          Trust and the philosophy  upon which maintenance  of the Plan  is

          based.



          11.08          Title to Assets.


                    No Participant or beneficiary shall have any right  to,

          or interest in, any assets of the Trust Fund upon termination  of

          his employment or otherwise, except as provided from time to time

          under this Plan,  and then  only to  the extent  of the  benefits

          payable under the Plan to such  Participant out of the assets  of

          the Trust Fund.  All payments of benefits as provided for in this

          Plan shall be made from the assets of the Trust Fund, and neither

          the Employer nor any other person shall be liable therefor in any

          manner.



          11.09          Payment to Minors, etc.


                    Any benefit payable to or for  the benefit of a  minor,

          an incompetent  person or  other person  incapable of  receipting

          therefor shall be deemed paid when paid to such person's guardian

          or to the party providing or reasonably appearing to provide  for

          the care of such person, and  such payment shall fully  discharge

          the Trustees, the Plan Administrator, the Employer and all  other

          parties with respect thereto.



          11.10          Situs.






                    This Plan shall, to the extent not pre-empted by  ERISA

          or other Federal law, be construed  according to the laws of  the

          state where the  principal office  of the  Company is  domiciled,

          where such  state  statutes  may be  applicable  to  an  employee

          benefit plan.






               ARTICLE XII    TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS


               TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS     TOP-HEAVY


          PROVISIONS     TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS


               TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS     TOP-HEAVY


          PROVISIONS     TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS


               TOP-HEAVY PROVISIONS     TOP-HEAVY PROVISIONS     TOP-HEAVY


          PROVISIONS


               TOP-HEAVY PROVISIONS




          12.01          Top-Heavy Plan.


                    For any  Plan Year  commencing in  1984 or  thereafter,

          the Plan shall be a Top-Heavy Plan, as such term is defined under

          Section 416  of  the  Internal Revenue  Code,  if  the  Value  of

          Accumulated Benefits for Key Employees under all Aggregated Plans

          exceeds 60% of the  Value of Accumulated  Benefits for all  Group

          Participants under  all Aggregated  Plans, determined  as of  the

          Determination Date immediately preceding such Plan Year.  If  the

          Plan is  a  Top-Heavy  Plan  for  a Plan  Year  and,  as  of  the

          Determination Date  immediately  preceding such  Plan  Year,  the

          Value  of  Accumulated  Benefits  for  Key  Employees  under  all

          Aggregated Plans exceeds 90% of the Value of Accumulated Benefits

          for all Group Participants under  all Aggregated Plans, then  the






          Plan shall be  a Super Top-Heavy  Plan for such  Plan Year.   For

          such purposes, the terms "Key Employees" and "Group Participants"

          shall include all persons who are or were Key Employees or  Group

          Participants during the  Plan Year ending  on such  Determination

          Date or during  any of the  four (4)  immediately preceding  Plan

          Years.

                    The value of Accounts and the present value of  accrued

          benefits will be determined as of the most recent Valuation  Date

          that falls within or ends with the 12-month period ending on  the

          Determination Date, except as provided in Section 416 of the Code

          for the first and  second plan years of  a defined benefit  plan.

          The Accounts and accrued benefits of a Participant (1) who is not

          a Key Employee but who was a Key Employee in a prior year, or (2)

          who has not been credited with at least one Hour of Service  with

          any Employer maintaining the Plan at  any time during the  5-year

          period ending on the Determination Date will be disregarded.  The

          calculation of  the  top-heavy ratio,  and  the extent  to  which

          distributions, rollovers, and  transfers are  taken into  account

          will be  made  in  accordance  with  Section  416  of  the  Code.

          Deductible employee contributions will not be taken into  account

          for purposes of computing the top-heavy ratio.  When  aggregating

          plans  the  value  of  Accounts  and  accrued  benefits  will  be

          calculated with reference  to the determination  dates that  fall

          within the same calendar year.

                    The accrued benefit of a  participant other than a  Key

          Employee shall be determined under (a)  the method, if any,  that

          uniformly applies for accrual purposes under all defined  benefit






          plans maintained by  the Employer,  or (b)  if there  is no  such

          method, as  if such  benefit accrued  not more  rapidly than  the

          slowest accrual  rate  permitted  under the  fractional  rule  of

          Section 411(b)(1)(c) of the Code.

                    For purposes of this Article, the following definitions

          shall apply in addition to those set forth in Article I:

                    "Affiliated Employer Group" shall mean the Employer and

          each other employer  which must be  aggregated with the  Employer

          for purposes of Sections 414(b), 414(c) or 414(m) of the Code.

                    "Aggregated Plans"  shall mean  (i)  all plans  of  the

          Employer or an Affiliated Employer Group which are required to be

          aggregated with the Plan, and (ii)  all plans of the Employer  or

          an Affiliated Employer Group which are permitted to be aggregated

          with  the  Plan  and  which  the  Plan  Administrator  elects  to

          aggregate with the Plan, for purposes of determining whether  the

          Plan is  a  Top-Heavy Plan.    A plan  shall  be required  to  be

          aggregated with the Plan if such plan includes as a participant a

          Key Employee (and the  beneficiary of such  employee) or if  such

          plan enables  any plan  of the  Employer or  of a  member of  the

          Affiliated Employer Group in which a Key Employee participates to

          qualify under Section 401(a)(4)  or Section 410 of  the Code.   A

          plan of the Employer  or the Affiliated  Employer Group shall  be

          permitted to be aggregated with the  Plan if such plan  satisfies

          the requirements of Sections 401(a)(4) and 410 of the Code,  when

          considered together  with  the  Plan  and  all  plans  which  are

          required to  be aggregated  with  the Plan.    No plan  shall  be

          aggregated with  the Plan  unless it  is a  qualified plan  under






          Section 401 of the  Code.  The  required aggregation group  shall

          include plans terminated  within the five  year period ending  on

          the Determination Date.

                    "Annual  compensation"  shall   mean  compensation   as

          defined in Section  415(c)(3) of the  Code but including  amounts

          contributed by  the  Employer  pursuant  to  a  salary  reduction

          agreement which are excludable  from the Employee's gross  income

          under Section 125, Section  402(a)(8), Section 402(h) or  Section

          403(b) of the Code.

                    "Determination Date" shall mean the date as of which it

          is determined  whether  a  plan is  a  Top-Heavy  Plan  or  Super

          Top-Heavy Plan  for  the  Plan Year  immediately  following  such

          Determination Date.   The Determination Date  for the Plan  shall

          be:

                              (a)  in the case of  a defined benefit  plan,

                         the date as    of which the actuarial valuation of

                         the Plan,  as used  for determination  of  minimum

                         funding standards under Section  412 of the  Code,

                         is performed; and

                              (b)  in the  case of  a defined  contribution

                         plan, the last day of the Plan Year.

                    "Group Participant" shall mean anyone  who is or was  a

          participant in any plan included  in the Aggregated Plans  during

          the Plan Year which includes the Determination Date or any of the

          four (4)  immediately  preceding  Plan Years,  and  who  received

          compensation from an  Employer during  the five  (5) year  period

          ending on the  Determination Date.   Any beneficiary  of a  Group






          Participant who  has  received,  or is  expected  to  receive,  a

          benefit from a  plan included in  the Aggregated  Plans shall  be

          considered a Group Participant solely for purposes of determining

          whether the Plan is a Top-Heavy Plan or Super Top-Heavy Plan.

                    "Key  Employee"  shall  mean  any  employee  or  former

          employee of the Employer or of  an Affiliated Employer Group  who

          during the Plan  Year which includes  the Determination Date,  or

          during any of the four (4) Plan Years immediately preceding  such

          Plan Year, was:

                              (a)  an  officer   of  the   Employer   whose

                         compensation is at least  $45,000 (or such  higher

                         amount as  is  permitted in  accordance  with  the

                         Code); or

                    (b)  a five percent (5%) owner of the Employer; or

                              (c)  a one percent (1%) owner of the Employer

                         whose   total   annual   compensation   from   the

                         Affiliated Employer Group exceeds $150,000; or

                              (d)  an employee whose compensation equals or

                         exceeds $30,000 (or such  higher amount as may  be

                         defined under Section  415(c)(1)(A) of the  Code),

                         and whose  ownership  interest in  the  Affiliated

                         Employer Group is among the ten largest.

                    In no  event  shall  a  partner  of  an  unincorporated

          employer be  considered an  officer  under paragraph  (a)  above.

          Further, the  number  of officers counted under  (a) above as  of

          any Determination Date shall not exceed the lesser of:

                              (1)  the greater of (i) ten percent (10%)  of






                         the total number  of employees  of the  Affiliated

                         Employer Group, and (ii) three (3); and

                              (2)  fifty (50).

                    If the application of  the preceding paragraph  results

          in a reduction in  the number of officers  to be included as  Key

          Employees, then individuals who are officers shall be  eliminated

          from the group of Key Employees beginning with the individual who

          had the lowest one-year compensation in the five (5) year  period

          including the Plan  Year which includes  the Determination  Date,

          and  the  four   (4)  immediately  preceding   Plan  Years,   and

          eliminating  each  individual  with  the  next  higher   one-year

          compensation in such period, until the maximum number of officers

          remain in the Key Employee group.

                    In addition, the beneficiary of a Key Employee shall be

          deemed to be a Key Employee.

                    "Non-Key Employee" shall mean an Employee who is not  a

          Key Employee.  An Employee who  was a Key Employee in a  previous

          Plan Year but who is no longer a Key Employee in the current Plan

          Year, shall not be considered a Non-Key Employee for the  current

          Plan Year.

                    "Value of Accumulated Benefits" shall mean

                              (a)  in the case  of a  Group Participant  or

                         beneficiary              covered under  a  defined

                         benefit plan, the sum of

                              ( i) the present value of the accrued pension

                         benefit   (as  such  term  is  defined  under  the

                         applicable  plan)  of  the  Group  Participant  or






                         beneficiary determined  as  of  the  Determination

                         Date using reasonable actuarial  assumptions as to

                         interest and  mortality, and  taking into  account

                         any non-proportional subsidies in accordance  with

                         regulations  issued  by   the  Secretary  of   the

                         Treasury; plus

                              (ii) the sum  of any  amounts distributed  to

                         the Group Participant  and his beneficiary  during

                         the plan year ending on the Determination Date and

                         during the  four  (4) immediately  preceding  plan

                         years.






                              (b)  in the case  of a  Group Participant  or

                         beneficiary              covered under  a  defined

                         contribution plan, the sum of the accounts of  the

                         Group Participant or beneficiary under the plan as

                         of the plan's Determination Date derived from:

                                        (1)  employee         contributions

                              credited  to  such  accounts  and  investment

                              earnings thereon; and

                                        (2)  employer         contributions

                              credited  to  such  accounts  and  investment

                              earnings thereon; and

                                        (3)  rollover  contributions   made

                              prior to  January  1,  1984,  and  investment

                              earnings thereon; and

                                        (4)  any contributions which  would

                              have been  credited to  such accounts  on  or

                              before the Determination Date, but which were

                              waived  as  provided   under  the  Code   and

                              resulted in a funding deficiency; and

                                        (5)  any  amount  distributed  from

                              the accounts  described  in (1)  through  (4)

                              above during  the  Plan Year  ending  on  the

                              Determination  Date,   and   the   four   (4)

                              immediately preceding Plan Years.

                    If the Plan  is determined to  be a  Top-Heavy Plan  or

          Super Top-Heavy Plan as of any Determination Date, then it  shall






          be subject  to the  rules  set forth  in  the remainder  of  this

          Article for the Plan Year next following such Determination Date.

          If, as of a subsequent Determination Date, the Plan is determined

          to no longer be  a Top-Heavy Plan or  Super Top-Heavy Plan,  then

          the rules set  forth in the  remainder of this  Article shall  no

          longer  apply,  except   where  expressly  indicated   otherwise.

          Notwithstanding the foregoing, if the  Plan changes from being  a

          Super Top-Heavy Plan to a Top-Heavy Plan, the rules applicable to

          a Top-Heavy Plan shall apply.

                    "Year of Super Top-Heavy Service" shall mean a Year  of

          Service of a Participant  which commenced in  a Plan Year  during

          which the Plan was a Super Top-Heavy Plan.

                    "Year of  Top-Heavy  Service"  shall  mean  a  Year  of

          Service of a Participant  which commenced in  a Plan Year  during

          which the Plan was a Top-Heavy Plan.



          12.02          Minimum Contributions or Benefits.


                    For any Plan Year in which the Plan is a Top-Heavy Plan

          the minimum rate  of contributions and  forfeitures allocated  to

          the account of any Participant shall be the lesser of:

                              ( i) The    highest    rate    of    employer

                         contributions and  forfeitures  (determined  as  a

                         percentage  of  compensation   as  defined   under

                         Section 415 of the Code) allocated to the  account

                         of any Key Employee; and






                              (ii) 3% of such compensation.

                    Notwithstanding the above  paragraph, if a  Participant

          is also a participant in another defined contribution plan of the

          Affiliated Employer  Group,  all  or a  portion  of  the  minimum

          allocation described above may be provided under such other  plan

          and the  minimum allocation  provided under  this Plan  shall  be

          eliminated  or  reduced  accordingly.    If  the  Employee  is  a

          Participant  in  one  or  more  defined  benefit  plans  of   the

          Affiliated Employer  Group,  all  or a  portion  of  the  minimum

          required benefits or  allocations under Section  416 of the  Code

          may be  provided under  such plans  as set  forth in  regulations

          issued  by  the  Secretary  of  the  Treasury,  and  the  minimum

          allocation  provided  in   the  preceding   paragraph  shall   be

          eliminated  or  reduced  accordingly.    Employer   contributions

          resulting from a salary reduction  election by an Employee  shall

          not be counted  toward meeting the  minimum required  allocations

          under this Section.  Matching Employer Contributions may be  used

          to satisfy the minimum  required allocations under this  Section,

          if  such  contributions  are  not  counted  under  the  ACP  test

          described in Section 3.06.

                    Participants who are Non-Key Employees and who are  not

          separated from service as of the  last day of the Plan Year,  and

          who have (1)  failed to complete  1000 Hours of  Service (or  the

          equivalent), (2) declined to make mandatory contributions to  the

          Plan,  or  (3)   been  excluded  from   the  Plan  because   such

          individual's compensation  is  less  than a  stated  amount,  are






          considered Participants solely for purposes of this Section.

                    The minimum allocation required [to the extent required

          to be nonforfeitable under Section  416(b)] may not be  forfeited

          under Section 411(a)(3)(B) or 411 (a)(3)(D).



          12.03          Adjustment to Maximum Benefits.


                    If the Plan is a Top-Heavy Plan for any Plan Year, then

          the maximum  benefit which  can be  provided under  Section  3.10

          shall be  determined by  substituting "1.00"  for "1.25"  in  the

          applicable fractions.    However, if  the  Plan is  not  a  Super

          Top-Heavy Plan for  such Plan Year,  than the preceding  sentence

          shall not apply  provided that "4%"  (or such higher  rate as  is

          required by Internal Revenue Service Regulations) is  substituted

          for "3%" in the  first paragraph of Section  12.02, and a  paired

          defined benefit plan provides an additional minimum accrual of 1%

          per year up to an additional 10% or this Plan provides a  minimum

          allocation of 7.5% of compensation.



          12.04          Minimum Vesting


                    If the Plan is  determined to be  a Top-Heavy Plan  for

          any Plan Year,  then an Active  Participant's vested interest  in

          his Account determined as of the first day of such Plan Year, and

          determined as of any future date while the Plan continues to be a

          Top-Heavy Plan, shall  be no less  than as  determined under  the

          following Table:






                    Years of Service              Vesting Percentage


                    Less than 2 years                  None
                    2 but less than 3                  20%
                    3 but less than 4                  40%
                    4 but less than 5                  60%
                    5 but less than 6                  80%
                    6 years or more                    100%



                    If the Plan subsequently is determined to no longer  be

          a Top-Heavy Plan, then the  above minimum vesting schedule  shall

          not apply  to any  portion of  a Participant's  Account which  is

          accrued after the first day of  the first Plan Year in which  the

          Plan is no longer a Top-Heavy Plan, provided that the Account for

          any Participant with three  (3) or more Years  of Service as  the

          first date as  of which the  Plan is no  longer a Top-Heavy  Plan

          shall continue to  be vested in  accordance with  a schedule  not

          less than  the minimum  vesting  schedule applicable  during  the

          period that the Plan was a Top-Heavy Plan.

                    The minimum vesting  schedule applies  to all  benefits

          within the meaning of Section 411(a)(7) of the Code except  those

          attributable  to  employee   contributions,  including   benefits

          accrued before the  effective date  of Section  416 and  benefits

          accrued before the Plan became top-heavy.



          12.05          Discontinuance of Article.


                    In the event that the provisions of this Article are no

          longer required to  qualify the Plan  under the  Code, then  this






          Article XII  shall thereupon  be void  without the  necessity  of

          further amendment of the Plan.



               IN WITNESS WHEREOF, and as evidence  of the adoption of  the

          foregoing, the Company has caused this instrument to be  executed

          by a  duly  authorized  officer  as  of  this_________________day

          of________________, 1996.


                    SHARED TECHNOLOGIES CELLULAR, INC.

                    By:  ____________________________________

                         ____________________________________
                         Title





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