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                                                                     Exhibit 4.1

                            FIRST AMENDMENT AGREEMENT

         THIS FIRST AMENDMENT AGREEMENT (the "Agreement") is entered as of
December 3, 1999 between SHARED TECHNOLOGIES CELLULAR, INC., a Delaware
corporation, with its principal place of business at 100 Great Meadow Road,
Suite 104, Wethersfield, Connecticut 06109 (the "Borrower") and CITIZENS BANK OF
MASSACHUSETTS, a Massachusetts Stock Savings Bank, as assignee of STATE STREET
BANK AND TRUST COMPANY, a Massachusetts Trust Company, having an office and
place of business at 28 State Street, Boston, MA 02109 (the "Bank").

                                    RECITALS:

         On July 7, 1999, the Bank and the Borrower entered into a Loan
Agreement (referred to herein as the "Credit Agreement") pursuant to which the
Bank extended to the Borrower a Revolving Credit Facility which is presently
existing in the maximum aggregate formula availability of $10,000,000.00. The
Borrower has executed and delivered to the Bank on July 7, 1999 a Secured
Revolving Credit Promissory Note in the original principal amount of Ten Million
Dollars ($10,000,000.00) (the "Original Note").

         The Borrower and the Bank have agreed to amend the Credit Agreement
upon the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the provisions herein contained,
Borrower and the Bank, each intending to be legally bound hereby, agree as
follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT.

         The Credit Agreement is amended hereby as follows:

         1.       SECTION 2.1 OF THE CREDIT AGREEMENT IS AMENDED BY DELETING
SUBSECTIONS I) AND II) THEREOF AND REPLACING THEM WITH THE FOLLOWING:

                  "i)      the sum of:

                           a)       seventy percent (70%) of Eligible
                                    Receivables; plus,

                           b)       through March 3, 2000, the lesser of:

                                    1)       Five Hundred Thousand Dollars
                                             ($500,000.00), or

                                    2)       twenty five percent (25%) of the
                                             fair market value of Borrower's
                                             inventory described on that certain
                                             Bill of Sale and Assignment dated
                                             as of November 5, 1999 from DTR
                                             Associates Limited Partnership, a
                                             copy of which has been delivered to
                                             the Bank pursuant to that certain
                                             First
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                                             Amendment Agreement dated as of
                                             December 3, 1999 between the Bank
                                             and the Borrower; or

                  ii)      the amount of the Revolving Loan Commitment;"

         2.       Any and all references in the Credit Agreement to the Bank
shall mean from and after October 1, 1999 "Citizens Bank of Massachusetts as
assignee of State Street Bank and Trust Company".

         3.       Each and every reference to the "Bank" or the "Lender" or
"Secured Party" or "Assignee" in the Security Documents described in the Credit
Agreement shall hereinafter be deemed to refer to:

         "Citizens Bank of Massachusetts with an office and place of Business at
         100 Summer Street, Boston, MA 02110, as assignee from State Street Bank
         and Trust Company."

         4.       Whenever notices contemplated to be given to the "Bank" or the
"Lender" or the "Secured Party" or the "Assignee" under the Security Documents,
notice shall be given as follows:

        "If to the Bank:

                Citizens Bank of Massachusetts
                100 Summer Street
                Boston, MA 02110
                      Attention:  Michael S. St.Jean, Vice President

                with a copy to:

                      Cameron & Mittleman LLP
                      56 Exchange Terrace
                      Providence, RI 02903
                            Attention:  Amy L. Mower, Esquire"

SECTION II. CONDITIONS.

         A.       CONDITION PRECEDENT - DELIVERY OF DOCUMENTS.

                  The Bank shall have no obligation to make advances under the
Credit Agreement unless the following conditions are satisfied or waived by the
Bank:

                  1.       The Borrower has delivered to the Bank the following
         documents in form and substance satisfactory to the Bank, the receipt
         of which is hereby acknowledged (the "Amendment Documents"):



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                           a)       Certificate of No Default from the Borrower,
                                    duly executed by the Borrower' secretary;

                           b)       Corporate Borrowing Authorization and
                                    Certificate of Incumbency of Officers and
                                    Directors - the Borrower;

                           c)       Financing Statements duly executed by the
                                    Borrower filed with the Secretary of State
                                    of Massachusetts and the Town Clerk of
                                    Framingham, Massachusetts;

                           d)       Corporate Guaranty Authorization and
                                    Certificate of Incumbency of Officers and
                                    Directors and Identification of Shareholders
                                    - the Cellular Hotline, Inc.;

                           e)       Notice to National Distribution Center, L.P.
                                    of Bank's security interest in inventory
                                    owned by the Borrower held by National
                                    Distribution Center, L.P., duly executed;

                           f)       Notice Filing Financing Statement executed
                                    by National Distribution Center, L.P., filed
                                    with the Secretary of State of
                                    Massachusetts;

                           g)       Notice Filing Financing Statement executed
                                    by National Distribution Center, L.P., filed
                                    with the Town Clerk of Framingham,
                                    Massachusetts; and

                           h)       Copy of Warehouse Agreement with National
                                    Distribution Center, L.P.;

                           i)       Copy of Bill of Sale and Assignment by DTR
                                    Associates Limited Partnership;

                           j)       Certificate of Liability Insurance with
                                    respect to inventory located at National
                                    Distribution Center, L.P.; and

                           k)       the delivery of such other documents
                                    reflected in that certain Closing Agenda
                                    attached hereto as Exhibit A and
                                    incorporated herein by reference, as may be
                                    reasonably required by the Bank in
                                    connection with the transaction contemplated
                                    hereby.

                  2.       All legal matters incident to this Agreement and the
         transactions contemplated hereby shall be satisfactory to the Bank and
         its counsel.

         B.       COVENANTS, REPRESENTATIVES AND WARRANTIES.



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                  1.       The Borrower further reaffirms all of its
obligations, as amended hereby, under the Credit Agreement, and under the
Security Documents.

                  2.       The Borrower acknowledges that upon its delivery to
the Bank of the duly executed Amendment Documents, that all representations,
warranties and covenants set forth in the Credit Agreement are deemed to be made
again as of the date of the delivery hereof, and that the Borrower does not have
any information contrary to (a) any of the conclusions reflected in that certain
set of projections prepared by Borrower and delivered to Lender; or (b) any of
the assumptions or premises upon which said projections were based.

                  3.       The Bank and the Borrower agree that:

                           a) This Agreement evidences solely the amendment of
         the terms and provisions of the Borrower's obligations under the Credit
         Agreement and the Original Note, and is not a novation or discharge
         thereof;

                         b) Notwithstanding the terms hereof: the Bank hereby
        reserves its rights against the Borrower under the Credit Agreement and
        the Original Note, as provided under the Commonwealth of Massachusetts
        law and judicial precedent, as in effect from time to time;

                           c) There are no other understandings, express or
         implied between the Bank and the Borrower regarding the Credit
         Agreement and the Original Note; and

                           d) Notwithstanding any prior course of practice or
         conduct, the Borrower acknowledges that the Bank has not waived, and
         has no obligation to waive, any subsequent Events of Default under the
         Credit Agreement and the Original Note, or under this Agreement.

                  4.       The Borrower agrees to pay the Bank the following
fees:

                           a) a Ten Thousand Dollar ($10,000.00) fee, payable on
         even date, for the Waiver by the Bank dated November 15, 1999 of
         certain loan covenant defaults; and

                           b) a Ten Thousand Dollar ($10,000.00) fee each month
         for any inventory borrowing under the ninety (90) day Borrowing Base
         increase against twenty-five percent (25%) of the inventory acquired
         from DTR Associates Limited Partnership, up to a maximum aggregate
         advance of Five Hundred Thousand Dollars ($500,000.00) for said ninety
         (90) days. The monthly inventory borrowing fee shall be earned whenever
         the Borrower uses the inventory availability, and shall be payable at
         the end of said month.

         C.       EFFECT OF AMENDMENT.



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                  1.       Except as amended hereby, the Credit Agreement and
the Original Note and all other documents entered into in connection therewith
shall:

                           a) remain in full force and effect in accordance with
their original terms and nothing herein shall be deemed to modify, abrogate,
waive or extend any other provision in the Credit Agreement and the Original
Note or in any other document, agreement or instrument executed in connection
therewith or pursuant thereto prior to the execution of this Agreement,
including without limitation any of the Borrower's liabilities to the Bank or
any of the Bank's rights with respect to such liabilities; and

                           2) be in all respects ratified and affirmed.

                  Notwithstanding the foregoing, any amendments of the Credit
Agreement and the Original Note to which the parties hereto have agreed
previously and which are not incorporated herein by reference or otherwise,
shall be deemed of no further force and effect upon the execution hereof.

                  2.       The Borrower acknowledges that all of the liabilities
and obligations of the Borrower to the Lender now existing and hereafter
incurred are secured by the security described in the Security Documents defined
in the Credit Agreement and the Original Note and by the security described in
the Amendment Documents; the Borrower further acknowledges that the Bank is
relying upon the security described above, both as entered into on July 9, 1999
and as entered into from time to time thereafter, as security for the financing
represented by the Liabilities and as security for all other obligations of the
Borrower to the Bank.

         D.       GENERAL.

                  1.       CONSTRUCTION Incorporated herein by reference are the
representations, warranties, agreements, affirmative and negative, definitions,
terms and conditions all as set forth in (i) the Credit Agreement and the
Original Note and all documents executed in connection therewith or pursuant
thereto and (ii) the Amendment Documents. This Agreement and the Credit
Agreement and the Original Note, and the Amendment Documents shall be construed
collectively and in the event that any term, provision or condition of any of
such documents is inconsistent with or contradictory to any term, provision or
condition of any other such document, the terms, provisions and conditions of
this Agreement shall supersede and control the terms, provisions and conditions
of the Credit Agreement and the Original Note and the Amendment Documents.

                  2.       SECURITY DOCUMENTS. The Borrower and The Cellular
Hotline, Inc., by its signature hereto, agree that the Security Documents
(defined in the Credit Agreement) are amended as follows:



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                           a) Each and every reference to the "Bank" or the
         "Lender" or "Secured Party" or "Assignee" in the Security Documents
         shall hereinafter be deemed to refer to:

                           "Citizens Bank of Massachusetts, with an office and
                           place of business at 100 Summer Street, Boston, MA
                           02110, as assignee from State Street Bank and Trust
                           Company."

                           b) Whenever notice is contemplated to be given to the
         Bank or the Lender, or the Secured Party or the Assignee under the
         Security Documents, notice shall be given as follows:

                           "If to the Bank:

                                    Citizens Bank of Massachusetts
                                    100 Summer Street
                                    Boston, MA 02110
                                           Attention: Michael S. St.Jean,
                                                      Vice President

                                    with a copy to:

                                    Cameron & Mittleman LLP
                                    56 Exchange Terrace
                                    Providence, RI 02903
                                           Attention: Amy L. Mower, Esquire".

                  3.       WAIVER OF TRIAL BY JURY. BORROWER AND BANK MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM BASED HEREIN, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO ACCEPT THIS AGREEMENT AND TO AMEND
THE REVOLVING CREDIT FACILITY.


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         IN WITNESS WHEREOF, the Bank and the Borrower have caused their duly
authorized officers to execute this Agreement as of the day and year first above
written.

WITNESS:                            SHARED TECHNOLOGIES CELLULAR, INC.


________________________________    By: /s/ Vincent DiVincenzo
                                       Title: CFO

                                    CITIZENS BANK OF MASSACHUSETTS



________________________________    By: /s/ Michael S. St. Jean
                                         Michael S. St.Jean
                                       Title: Vice President


                            CONSENT AND CONFIRMATION

         The undersigned consents to the amendment of the Credit Agreement
pursuant to the First Amendment Agreement, and the terms of the First Amendment
Agreement, including but not limited to Section II D 2 thereof, and of all
underlying documents referred to therein and all documents entered into pursuant
thereto or in connection therewith.

         The undersigned confirms its obligations under that certain Guaranty
dated as of July 7, 1999 (the "Guaranty"), executed by the undersigned, of all
Liabilities (as defined in the Guaranty), as amended hereby, of the Borrower to
the Bank, and confirms its obligations under all documents securing the
Guaranty.

         IN WITNESS WHEREOF, the undersigned has caused its duly authorized
officer to execute this Consent and Confirmation as of the ____ day of November,
1999.

WITNESS:                            THE CELLULAR HOTLINE, INC.



________________________________    By:________________________________
                                         Its:


                           NOTARIZATIONS ON NEXT PAGE


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STATE OF CONNECTICUT
COUNTY OF HARTFORD

         In Whethersfield on the ______ day of November 1999, before me
personally appeared the above-named ______________________________________,
_____________________________ of SHARED TECHNOLOGIES CELLULAR, INC. to me known
and known by me to be the party executing the foregoing instrument on behalf of
said corporation and acknowledged said instrument so executed to be his free act
and deed in said capacity and the free act and deed of said corporation.


                                                _____________________________
                                                Notary Public
                                                My Commission Expires:

STATE OF CONNECTICUT
COUNTY OF HARTFORD

         In Whethersfield on the _____ day of November 1999, before me
personally appeared the above-named ____________________________________,
_______________________________ of THE CELLULAR HOTLINE, INC. to me known and
known by me to be the party executing the foregoing instrument on behalf of said
corporation and acknowledged said instrument so executed to be his free act and
deed in said capacity and the free act and deed of said corporation.


                                                _____________________________
                                                Notary Public
                                                My Commission Expires:


STATE OF MASSACHUSETTS
COUNTY OF SUFFOLK

         In Boston on the ______ day of ______, 1999, before me personally
appeared the above-named Michael S. St.Jean, Vice President of CITIZENS BANK OF
MASSACHUSETTS, of Boston, Massachusetts to me known and known by me to be the
party executing the foregoing instrument on behalf of said Massachusetts Stock
Savings Bank and acknowledged said instrument so executed to be his free act and
deed in said capacity and the free act and deed of said Massachusetts Stock
Savings Bank.



                                                _____________________________
                                                Notary Public
                                                My Commission Expires:


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