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                                                                     Exhibit 4.2

                                AMENDMENT TO NOTE


         This is an Amendment dated as of June 15, 2001 amending a certain
Amended and Restated Revolving Credit Note Secured by Security Agreement and
Other Collateral (the "Note") in the original principal amount of Two Million
Five Hundred Thousand Dollars ($2,500,000.00) dated August 8, 2000, made by
Shared Technologies Cellular, Inc. ("Maker") payable to the order of Citizens
Bank of Massachusetts ("Citizens").

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

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

         a)       The amount of the Note is hereby increased to Four Million
                  Seventy-Eight Thousand Six Dollars and 96/100 ($4,078,006.96).
                  For value received, the Maker promises to pay to the order of
                  the Lender said amount, or such lesser amount advanced under
                  the Credit Agreement (hereafter defined).

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

         c)       The Note may be prepaid prior to said maturity date.

         d)       There is currently owing the amount of $66,452 of interest
                  accrued under the Note.

         The Note as amended hereby is the Note referred to in and is entitled
to the benefits of, and subject to the terms of that certain Loan Agreement
dated July 7, 1999 among Maker and Lender, as amended by that certain First
Amendment Agreement dated as of December 3, 1999, that certain Second Amendment
Agreement dated May 1, 2000, that certain Third Amendment Agreement dated August
8, 2000, that certain Fourth Amendment Agreement dated March 1, 2001, that
certain Fifth Amendment Agreement dated March 30, 2001, that certain Sixth
Amendment Agreement dated April 20, 2001, that certain Seventh Amendment
Agreement dated May 2, 2001, and that certain Eighth Amendment Agreement of even
date herewith (said Credit Agreement and the previously mentioned Amendments, as
they may be further amended or modified from time to time, are herein
collectively referred to as the "Credit Agreement"). The Credit Agreement is
incorporated herein by reference.
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         The Maker expressly acknowledges that:

         a)       This Agreement constitutes an amendment to the Note, which is
                  an amendment and restatement in its entirety of that certain
                  $10,000,000.00 Promissory Note dated July 7, 1999 payable by
                  the Maker to State Street Bank and Trust, as assigned to the
                  Lender, as previously amended and restated by that certain
                  $5,000,000.00 Promissory Note dated May 1, 2000 payable to
                  Citizens Bank of Massachusetts ("Citizens") as modified by the
                  Third Amendment Agreement dated as of August 8, 2000 between
                  Maker and Citizens as assigned to the Lender and the Amendment
                  to Note dated May 2, 2001 (collectively the "Original Note");
                  and

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

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

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

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


WITNESS:                                    SHARED TECHNOLOGIES CELLULAR, INC.



________________________________            By: ________________________________

                                                Its



                                            MOBILE INVESTMENTS LLC

                                            By: Oakes, Fitzwilliams & Co., Inc.
                                                Its Manager


________________________________            By: ________________________________
                                                Herbert L. Oakes, Jr.
                                                Its President



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