SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) :
April 27, 1996



SHARED TECHNOLOGIES CELLULAR, INC.



DELAWARE			1-13732			06-386411
(State or other			(Commission 		(I.R.S. 		
jurisdiction of			File Number)		Employer		
incorporation)						Identification	
							No.)
								
100 Great Meadow Road, Suite 102
Wethersfield, CT						06109
(Address of principal					(Zip Code)
executive offices)


Registrant's telephone number, including area code
(203-258-2500)


Total number of sequentially numbered paged in this
filing, including exhibits hereto:	30

1


Item 2. Acquisition or Disposition of Assets

On April 27, 1996, Shared Technologies Cellular, Inc ("STC" 
or the "Company") completed its acquisition of certain 
assets of Cellular Global Investments of Northern 
California, Inc., Access Cellular Corp., Summit Assurance 
Cellular, Inc., Road and Show Cellular Arizona Corp., Road 
and Show Cellular West, Northstar Cellular Corp.and Craig 
A. Marlar. The purchase price was approximately $3,500,000, 
comprised of $1,058,276 in cash payable over eight months, 
$1,697,724 in assumed liabilities, and the issuance of 
300,000 shares of the Company's common stock, $.01 par 
value. Additionally, at closing, the Company issued three-year
warrants to purchase an aggregate of 300,000 additional shares of the 
Company's common stock $.01 par value.  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. 
 
Item 7.	Financial Statements and Exhibits

(a)Financial statements of business acquired 

	i)The required audited financial statements for 
	the periods ended December 31, 1995 and December 	
	31, 1994 will be filed as soon as practicable and, 
	in any case, within 60 days of the date of the 
	filing of this Current Report on Form 8-K.
 	
	(ii)Unaudited balance sheets of the Companies,
	as of March 31, 1996, the related unaudited 	
	statements of operations, and cash flows for the 	
	period ended, March 31, 1996 will be filed as soon 
	as practicable and, in any case, within 60 days of 
	the date of the filing of this Current Report on 
	Form 8-K.									

(b)  Pro Forma financial information			

	The required pro forma financial information will 
	be filed as soon as practicable and, in any case, 
	within 60 days of the date of the filing of the 
	Current Report on Form 8-K. 		
2



(c)	Exhibits

	Exhibit No.	Description			Page No.	

	10.1		Asset Purchase Agreement
			dated April 27, 1996			



			SIGNATURES


Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned hereunto duly 
authorized.

						Shared Technologies 		
						Cellular, Inc.




						By: /s/ Vincent DiVincenzo
							Vincent DiVincenzo
							Chief Financial Officer

Date: May 9, 1996				3








ASSET PURCHASE AGREEMENT


BETWEEN


SHARED TECHNOLOGIES CELLULAR, INC. ("BUYER")


AND


CELLULAR GLOBAL INVESTMENTS OF NORTHERN CALIFORNIA, INC.,
ACCESS CELLULAR CORPORATION,
ROAD & SHOW CELLULAR WEST,
ROAD & SHOW CELLULAR ARIZONA CORPORATION,
SUMMIT ASSURANCE CELLULAR INC.,
NORTHSTAR CELLULAR CORPORATION
and
CRAIG A. MARLAR ("SELLERS")


April 27, 1996



ASSET PURCHASE AGREEMENT

	
	THIS AGREEMENT ("Agreement") is entered into as of the 
27th day of April, 1996, by and among:

	1.  Shared Technologies Cellular, Inc., a Delaware corporation (the 
"Buyer"); and

	2.  Cellular Global Investments of Northern California Inc., a 
California corporation, Access Cellular Corporation, a Florida corporation, 
Road and Show Cellular West, a Nevada corporation, Road & Show Cellular Arizona 
Corporation, an Arizona corporation, Summit Assurance Cellular Inc., a 
California corporation, Northstar Cellular Corp., a California corporation 
(collectively, the "Corporate Sellers"), and Craig A. Marlar, an individual 
("Marlar")(Marlar and the Corporate Sellers are sometimes collectively referred 
to herein as the "Sellers" or each individually referred to as a "Seller"). 

	WHEREAS, Sellers, are engaged in the business of providing cellular 
phone rentals to travelers and other customers primarily at locations operated 
by car rental companies (such businesses of the Sellers are collectively 
referred to herein as the "Business");

	WHEREAS, Sellers desire to sell, and Buyer desires to 
acquire certain assets used in the Business in consideration of the payment of 
the purchase price on the terms and subject to the conditions contained in this 
Agreement.

	NOW, THEREFORE, in consideration of the premises and the 
mutual agreements and covenants hereinafter set forth, the Sellers, jointly and 
severally, and Buyer hereby agree as follows:

	ARTICLE 1.	DEFINITIONS

	As used in this Agreement, the following terms have the following 
meanings: 

	Affiliate:   As to any person, a person or entity who or which 
controls, is controlled by, or is under common control with, any party hereto. 
 For purposes of this Agreement only, the Sellers are deemed to be Affiliates 
of each other.  

	Closing:	As defined in Section 6.1.

	Closing Date:	As defined in Section 6.1.
	
	Code:   The Internal Revenue Code of 1986, as amended, and 
regulations promulgated thereunder.




	Effective Date:   As defined in Section 6.1.

	Employee Benefit Plans:	Any plan maintained by a Seller for the 
benefit of its employees that is an "employee pension benefit plan" or an 
"employee welfare benefits plan" as those terms are defined in the Employee 
Retirement Income Security Act of 1974, as amended.

	Enforceable:	A document or other obligation is Enforceable if it can 
be enforced in accordance with its terms (subject to (a) applicable bankruptcy, 
reorganization, insolvency, fraudulent conveyance and moratorium laws and other 
laws applicable generally to creditors' rights from time to time in effect and 
(b) judicial limitations on the remedy of specific performance, injunctive 
relief and other equitable remedies).

	Exchange Act Filing:   As defined in Section 7.2.4.

	Franchise Agreement:   The Franchise Agreement dated December 31, 
1994, between STI Cellular Franchise Corp. and Access Cellular Corporation.

	Lien:   Any lien, encumbrance, mortgage, hypothecation, 
equity, charge, restriction, possibility of reversion or any other similar 
conflicting ownership or security interest.

	License Agreements:	The License Agreements include (i) the 
agreement dated June 1992 between Buyer, as successor in interest to and 
assignee of Road and Show Cars, Inc. and Road and Show Cars Cellular and Road 
and Show Cellular West, Inc., as successor in interest to and assignee of Carl 
F. Grewe, C. Richard Grewe and Safety Leasing, Inc., and (ii) the agreement 
dated September 4, 1992 between Buyer, as successor in interest to and assignee 
of Road and Show Cars, Inc. and Road and Show Cars Cellular and Summit 
Assurance Cellular, Inc., as successor in interest to and assignee of Road and 
Show Northwest, Inc.

	No Default:   There is No Default under a document or other 
obligation if no occurrence or circumstance exists which constitutes a material 
breach or default (or which, by the lapse of time or giving of notice, would 
constitute a material breach or default) with respect thereto or thereunder.  
The phrase "Any Default," when used in negative sentences, has the same meaning 
as "No Default."

	Permitted Liens:  

	(a)  liens for taxes, assessments and other governmental charges, 
if such taxes, assessments and charges are attributable to periods prior to the 
Effective Date, are accrued in the ordinary course of business of the Business 
and that are not due and payable prior to the Effective Date;

	(b)	artisans', mechanics', carriers', workers', repairmen's, 
warehousemen's, materialmen's, judgment or other like liens (inchoate or 
otherwise) for obligations arising or incurred in the ordinary course of 
business of the Business which are attributable to periods prior to the 
Effective Date, and are not due and payable prior to the Effective Date; or

	(c)	encumbrances not having separately or in the aggregate any 
material adverse effect on the value or intended use of the Acquired Assets or 
the operation of the Business on or after the Effective Date;

	(d)	encumbrances consisting of zoning restrictions, easements, or 
other restrictions on the use of real property for the purposes intended; or

	(e)	liens of equipment lessors arising under the terms of leases 
set forth on Schedule 2.1.5 hereof.

	ARTICLE 2.	PURCHASE AND SALE OF ASSETS

 	2.1	Acquired Assets.  Subject to the terms and conditions of this 
Agreement, on and as of the Effective Date (as defined in Section 6.1 hereof), 
Sellers shall sell, transfer, assign and delegate to Buyer, and Buyer shall 
purchase and assume from Sellers, all right, title and interest of Sellers in 
and to certain of the assets and goodwill of the Sellers used in the Business, 
as expressly described in Sections 2.1.1 through 2.1.12 (collectively, the 
"Acquired Assets"), but (i) subject to the Permitted Liens, and (ii) excluding 
the Excluded Assets described in Section 2.2.  
	
		2.1.1	All cellular telephone equipment, all computer equipment and 
software, and all tools, supplies, furniture, fixtures, leasehold improvements, 
inventory and all other tangible personal property set forth on Schedule 2.1.1; 

		2.1.2	[Intentionally omitted];

		2.1.3	[Intentionally omitted];

		2.1.4	All rights of Sellers under the leases, 
leaseholds or rental agreements for all premises in or from 
which Sellers conduct the Business set forth on Schedule 2.1.4 hereto (the 
"Real Property Leases");


		2.1.5	All rights of Sellers under all leases of 
personal property used in the Business set forth on Schedule 2.1.5;

		2.1.6	[Intentionally omitted];

		2.1.7	All rights of Sellers in and under those certain agreements 
with car rental agencies as set forth on Schedule 2.1.7;

		2.1.8	[Intentionally omitted];
	
		2.1.9	All rights of Sellers in and under such other contracts set 
forth on Schedule 2.1.9; 

		2.1.10	Any claim or right against a third party to the extent it 
relates to any Acquired Asset or Assumed Liability, whether such claim or right 
accrued prior to, on or after the Effective Date; and

		2.1.11	Up to the first collected $20,000 of accounts receivable 
arising in connection with the Business, as set forth on Schedule 2.1.11 
("Receivables").  Such $20,000 of Receivables shall be deemed to be part of the 
Purchase Price.  Any Receivables collected by Buyer in excess of $20,000 shall 
be credited to Sellers in accordance with Section 3.3 hereof.  Buyer shall use 
its reasonable best efforts to collect all Receivables set forth in Schedule 
2.1.11.  Any Receivables not collected within 90 days following the Closing 
Date shall revert to Sellers.; and

		2.1.12	All deposits and pre-paid expenses relating to the Business 
which were paid by Sellers prior to the Effective Date, as set forth on 
Schedule 2.1.12, as set forth on Schedule 2.1.12.

	2.2	Excluded Assets.  Buyer shall not acquire and Sellers shall 
not sell, transfer or assign to Buyer any of the other assets or properties of 
Sellers, including, without limitation, any of the following rights, properties 
and assets (the "Excluded Assets"):

		2.2.1	All assets owned by any third party (except for Seller's 
leasehold interest in those assets), including without limitation any interest 
of any landlord in any leasehold improvements.
		
	ARTICLE 3.	ASSUMPTION OF LIABILITIES BY BUYER

	3.1	Assumed Liabilities.  Buyer hereby assumes, as of the 
Effective Date, the following liabilities (collectively, the "Assumed 
Liabilities"):

	(a)  Subject to the terms and conditions of this Agreement, Buyer 
hereby fully assumes and agrees to pay, perform and discharge when due all 
debts, obligations, contracts and liabilities of Sellers relating to the 
Acquired Assets which arise or are to be performed on and after the Effective 
Date.   

	(b)  Such Assumed Liabilities shall further include Buyer's 
assumption, effective as of the Effective Date, of those certain liabilities of 
Sellers that are set forth on Schedule 3.1(b) attached hereto.  Such 
liabilities are represented at their face values, without giving effect to any 
present value adjustment.  
	3.2	Excluded Liabilities.	Except as expressly otherwise stated 
herein, Buyer shall not assume or be obligated for, and Sellers shall retain, 
pay, perform and discharge on a timely basis and in a manner not to disrupt or 
adversely affect the Business, any and all debts, contracts, liabilities and 
obligations (the "Excluded Liabilities"), including, without limitation, the 
following: 

		3.2.1	Liabilities of any kind or nature, absolute or contingent 
which arise or are to be performed prior to the Effective Date and which relate 
to the Business, including, without limitation, those relating to the Acquired 
Assets or the Assumed Liabilities.

		3.2.2	Any and all liabilities and obligations of the Sellers 
related to the conduct of any business other than the Business;

		3.2.3	All liabilities and obligations of Sellers for taxes 
(federal, state or local) of any kind, arising prior to the Effective Date, 
including, without limitation, property taxes (other than property taxes 
relating to the Acquired Assets arising on or after the Effective Date), 
franchise taxes, payroll taxes and taxes based on the income or capital of 
Seller, including any interest, fines or penalties thereon; 
 
		3.2.4	Any tax or other liabilities of Sellers arising or resulting 
from the consummation of the transactions contemplated by the Agreement, 
including, without limitation, liability for any sales taxes;

		3.2.5	Employee benefits (including vacation and sick pay) accruing 
prior to the Effective Date for the benefit of any employee of any Seller;

		3.2.6	Any liabilities and expenses of Sellers arising out of or 
relating to this Agreement or the performance of the transactions contemplated 
by this Agreement, including without limitation, legal or accounting fees, 
investment banking fees, any broker's commissions or finder's fees, and any 
costs, expenses or liabilities incurred by Sellers to obtain the consent or 
approval of any third party that is required in order for Sellers to enter into 
this Agreement and consummate the transactions contemplated hereby, including 
without limitation consents or approvals to the assignment of leases or other 
contracts from Sellers to Buyer;

		3.2.7	Sellers' obligations under any contract or agreement of 
employment with any officer, director or employee, except for that certain 
employment agreement dated March 15, 1995 entered into by and among Road & Show 
Cellular West, Inc., as employer, and Carl Grewe and Catherine Grewe, as 
employees, which is hereby included as an Assumed Liability under Article 3 
hereof;

		3.2.8	Sellers' obligations with respect to any Sellers Affiliate's 
accounts, debts or notes payable and any cause of action or other claim against 
Sellers or any of their Affiliates;

		3.2.9	Liability for any severance pay or other severance benefit 
paid or payable by Seller to any employee of Seller who is terminated from 
employment for any reason 
before the Effective Date;

		3.2.10	Any Employee Benefit Plans of Seller or any liabilities of 
any kind or nature under or related to such plans; 

		3.2.11	Any liability, cost or obligation of Seller on account of or 
related to any activity of Seller from and after the Effective Date other than 
such as may be incurred on Buyer's behalf pursuant to specific prior written 
authorization of Buyer, which shall not be unreasonably withheld;

		3.2.12	Any past, present or future costs, assessments, fines, 
penalties or related contingencies assessed or assessable under any 
environmental, labor, employee safety, wage and hour or other statute, rule or 
regulation, arising out of or relating to any transaction, fact, event, act or 
omission, or any obligations, arising prior to the Effective Date, of Seller or 
any of its Affiliates or of any officers, directors, shareholders or employees 
of Seller or any of its Affiliates; 

		3.2.13	Any workers' compensation, contingent liability or tort 
claims arising out of or relating to any transaction, fact, event, act, 
omission or obligation arising prior to the Effective Date, of Sellers or of 
any officers, directors, shareholders or employees of Sellers; 

		3.2.14	Any claims, liabilities or contingencies relating to any past 
or present litigation, labor dispute, governmental investigation or 
administrative proceeding against or affecting Sellers; and
		3.2.15	Any liability of Sellers for sales or use taxes arising prior 
to the Effective Date.

	3.3	Reconciliation.	Buyer shall provide a reconciliation to 
Seller within a reasonable time after the Closing, but in no event later than 
90 days, which shall account for those accounts payable and revenues relating 
to open rental agreements whose billing period begins before the Closing Date 
and ends on or after the Closing Date.  Such items shall be reconciled on a pro 
rata basis, such that the charges payable or the collected revenues from such 
open rental agreements shall be pro rated to Sellers (for the period prior to 
the Closing Date) and to Buyers (for the period on and after the Closing Date) 
on a per diem basis for the applicable time period.  Within 60 days after the 
completion of such reconciliation, Buyer or Sellers, as the case may be, shall 
pay all amounts due in accordance with such reconciliation.  In the event that 
Buyer collects in excess of $20,000 of Receivables, as described in Section 
2.1.11, then Buyer shall have the right to apply any such excess of Receivables 
against any amounts payable to Sellers pursuant to the reconciliation set forth 
in this Section 3.3.

	ARTICLE 4.	CONSENTS TO ASSIGNMENT

	4.1	No Assignment Without Consent.  To the extent that 
the conveyance, assignment, sublease or delegation by Sellers to Buyer of any 
of the Acquired Assets or the assumption of any Assumed Liability by Buyer 
shall require the consent or approval of any third party, this Agreement shall 
not constitute a conveyance, assignment, sublease, delegation or assumption 
thereof if such attempted conveyance, assignment, sublease, delegation or 
assumption would constitute a breach thereof subject to the waiver set forth in 
Section 4.2 below.

	4.2	Performance, Enjoyment by Buyer.   Following the Closing Date 
and until the required consents or approvals of third parties with respect to 
the conveyance, assignment or sublease by Sellers to Buyer of any of the 
Acquired Assets or to the assumption of any Assumed Liability by Buyer shall 
have been obtained, Buyer, as Sellers' agent, shall perform or discharge all of 
Sellers' liabilities, responsibilities, obligations and commitments which arise 
from and after the Effective Date, and shall enjoy all of Sellers' rights, 
benefits and entitlements under same.  Following the Closing Date, and for a 
period of one (1) year, Sellers shall continue to use their reasonable best 
efforts, at their cost and expense, except that Buyer shall be responsible for 
its own costs and expenses so incurred, to obtain the following, as reasonably 
required by Buyer.  Without in any way limiting Sellers' obligations to 
cooperate with Buyer in obtaining the consents of landlords and equipment 
lessors for the assignment of leases to Buyer hereunder, Buyer acknowledges 
that such consents and approvals will not be available by the Closing Date and 
Buyer waives its right to receive such consents.  With respect to such leases, 
Buyer shall endeavor to provide notice to such lessors of said assignments.
	
	ARTICLE 5.	PURCHASE PRICE

 	5.1	Purchase Price.  At the Closing, (or as otherwise provided 
herein), Buyer shall pay to the Sellers (as may be allocated among the Sellers 
in their discretion), the following purchase price (the "Purchase "Price"):

	(a)  Cash: cash in the amount of $1,058,276 (the "Cash"); 
	(b) Common Stock: 300,000 shares (the "Shares") of Buyer's common 
stock, $.01 par value (the "Common Stock") issued by Buyer to Sellers, or their 
nominees, subject to the six (6) month Stock Holdback as set forth in Section 
5.4 hereof;
	
	(c)  Warrants: warrants to purchase an aggregate of 300,000 shares 
of Buyer's Common Stock, which shall expire three (3) years after the Effective 
Date (the "Warrants"), in the form as attached hereto as Exhibit 5.1(c) with 
appropriate insertions, issued by Buyer to Sellers or their nominees, as 
follows:

		(i)   Warrants to purchase 100,000 shares of Common Stock at an 
exercise price of $3.00 per share;

		(ii)  Warrants to purchase 100,000 shares of Common Stock at an 
exercise price of $4.00 per share; and

		(iii) Warrants to purchase 100,000 shares of Common Stock at an 
exercise price of $5.00 per share; and

	(d)  Assumed Liabilities.  The Assumed Liabilities, assumed by STC 
pursuant to Section 3.1 hereof, are considered to be part of the Purchase 
Price.

	5.2	Payment of Purchase Price.  The Purchase Price shall be paid 
by Buyer to Sellers, or their nominees, as follows:

	(a) Cash.  Subject to Section 5.5 hereof, Buyer shall pay to 
Sellers the Cash (except for the note cancellation provided for in Section 
5.2(a)(i) hereof) by bank check, certified check or wire transfer as follows:  

		(i)  $250,000 shall be payable at Closing by cancellation of that 
certain Promissory Note dated March 27, 1996, given by Sellers to Buyer in the 
original principal amount of $250,000, which shall be evidenced by a receipt.  
All interest accrued thereunder through Closing shall be waived by Buyer;

		(ii)  $40,415 shall be paid by wire transfer on April 29, 1996;

		(iii) $727,446 shall be payable in six (6) equal installments of 
$121,241 each, payable on the following dates: July 15, 1996, August 15, 1996, 
September 15, 1996, October 15, 1996, November 15, 1996 and December 15, 1996; 
and

		(iv)  $40,415 shall be payable on December 31, 1996.

	(b) Shares and Warrants.  Buyer shall deliver to Sellers duly 
executed certificate(s) for an aggregate of 200,000 of the Shares and for all 
of the Warrants, registered to Sellers or in such other name(s) as Sellers have 
designated in writing to Buyer, indicating name, address, tax identification 
number and number of Shares for each person or entity in whose name such Shares 
are to be registered.

	5.3	Allocation.  The parties acknowledge that the transaction 
contemplated by this Agreement is a taxable transaction and is an asset 
purchase within the meaning of Section 1060 of the Code.  The Purchase Price 
paid by Buyer shall be allocated among the Acquired Assets in accordance with a 
schedule, which will meet the requirements of Section 1060 of the Code, to be 
mutually prepared and agreed upon by Buyer and Sellers within 60 days after the 
Effective Date.  The parties will prepare and file their respective tax returns 
and all other required filings (including any necessary elections) based on 
such allocation.  In the event the parties are not able to mutually agree on 
such an allocation schedule, each party shall be entitled to prepare and file 
its tax returns and all other required filings (including any necessary 
election) based on an allocation which is determined independently by such 
party in its discretion.

	5.4   Stock Holdback.  100,000 of the Shares shall be subject to a 
six (6) month holdback following the Closing Date (the "Stock Holdback"), as 
follows.  Buyer shall have a right to withhold against such Stock Holdback in 
the event that within six (6) months of the Closing Date, Buyer is named in a 
lawsuit or administrative claim, arising out of this Transaction, including 
without limitation a lawsuit or administrative claim relating to Excluded 
Liability, based upon an allegation of an act or omission of Sellers.  In such 
event, the parties shall use their best efforts to arrive at a reasonable 
potential exposure of the Buyer, if any, with regard to said litigation and 
Buyer shall be entitled to holdback such shares as are necessary to 
economically equate to said exposure.  In the event that the parties cannot 
agree on the reasonable potential exposure, then counsel of record for Buyer 
shall be required to provide a reasonable written opinion of same.  In the 
event that Buyer is entitled to exercise its rights pursuant to such Stock 
Holdback, the Shares shall be valued at their then current market value.

	5.5  Conditional Acceleration of Cash Payments.  Notwithstanding 
the payment schedule set forth in Section 5.2 hereof, in the event that Buyer 
completes a debt and/or equity financing after the Closing Date, then Buyer 
shall at such time prepay the Cash then outstanding and unpaid by an amount 
representing fifteen (15%) of the net proceeds received by Buyer from such 
financing, with the amount of each remaining installment of Cash then reduced 
on pro rata basis.  For example, (assuming for purposes of this example only 
that the amount of each payment payable pursuant to Section 5.2(a)(iii) were 
$150,000) in the event that Buyer were to raise $2,500,000 on May 20, 1996, 15% 
of such amount, or $375,000, would be prepaid by Buyer against the remaining 
Cash payments of $750,000.  The five remaining installments would then be 
reduced from $150,000 each to $75,000 each.

	5.6  Buyer's Right of Setoff.

	(a)  Except as otherwise expressly provided in this Agreement, the 
parties hereto expressly agree that despite the fact that Buyer may claim an 
offset from Sellers based on any obligation arising pursuant to any provision 
of this Agreement from Sellers to Buyer, that such a claim of offset by Buyer 
to Seller shall in no way relieve Buyer from timely paying the full amount of 
payments due from Buyer to Sellers pursuant to Section 5.2(a)(iii) and 
5.2(a)(iv) of this Agreement.  As first referenced in Section 3.1(b) above, in 
the event that, following the Closing Date, the amounts for the items listed on 
Schedule 3.1(b) exceed, in the aggregate, $1,691,724, then in such event Buyer 
shall have the right, but not the obligation, to assume such additional 
liabilities, subject to the reasonable approval of Marlar, which approval shall 
not be unreasonably withheld or delayed.  If so assumed by Buyer pursuant to 
mutual agreement with Sellers, as evidenced by a signed writing, Buyer shall 
have a right to reduce the then unpaid Cash portion of  the Purchase Price by 
an amount equivalent to the amount of such additional assumed liabilities.  
Such reduction shall be allocated equally against all such remaining payments 
of Cash.  In the event that Buyer and Sellers cannot agree on Buyer's 
assumption of any such excess liabilities, then Buyer may assume such liability 
and, provided that Buyer actually pays such liability, then Buyer may make a 
corresponding reduction to then remaining Cash payments, which such reduction 
shall be first applied against the last such payments due, provided that the 
parties shall use their best good faith efforts to resolve such disagreement as 
soon as practicable.  In the event that Buyer pays a claimed excess liability 
without the prior written approval of Sellers, such payment shall not, in any 
manner, be deemed a waiver of Sellers' rights to contest said payment and seek 
all sums claimed due and not paid by Buyer to Sellers pursuant to Sections 
5.2(a)(iii) and 5.2(a)(iv) hereof.  Any such reduction shall be to the 
exclusion of Buyer exercising any rights with respect to the Stock Holdback.
 
	5.7  Payment Default.  

	(a)  In the event that Buyer defaults in the payment of any of the 
payments required pursuant to Sections 5.2(a)(iii) or 5.2(a)(iv) hereof, and 
such default continues uncured for more than ten (10) days after Buyer's 
receipt of notice of such default, then, as liquidated damages, Buyer shall 
incur an additional payment obligation of $100,000 for each such default, which 
$100,000 shall be payable on the next installment due date following the 
default date (such additional $100,000 payments are herein referred to as the 
"Liquidated Damages").  However, in the event that Buyer commits more than two 
defaults of such scheduled installment payments, which defaults go uncured 
after ten (10) days' notice, then all then remaining installment payments shall 
immediately become due and payable.  

	(b)  The parties hereto agree that time is of the utmost essence in 
connection with the payments due from Buyer to Sellers pursuant to Sections 
5.2(a)(iii) and 5.2(a)(iv), and, further, the parties hereto expressly 
acknowledge and agree that the amount of actual damages sustained by a breach 
of the timely payments of the sums due would, from the nature of the 
transactions set forth in this Agreement, be impracticable or extremely 
difficult to fix.  In addition, the parties hereto expressly agree that the 
Liquidated Damages are fair and reasonable under the circumstances existing at 
the time this Agreement is executed.  Buyer expressly waives any claim that the 
Liquidated Damages constitute a penalty, a forfeiture or excessive interest.  
In further consideration of the setting of the Liquidated Damages, Sellers 
agree that such Liquidated Damages represent Sellers' sole remedy for damages 
relating to default of Buyer of its obligations under Sections 5.2(a)(iii) and 
5.2(a)(iv), and to the exclusion of any and all provisional remedies, in the 
event of two or less uncured defaults by Buyer of its payment obligations under 
Sections 5.2(a)(iii) or 5.2(a)(iv) hereof.

	(c)  By way of example, (assuming for purposes of this example only 
that the amount of each payment payable pursuant to Section 5.2(a)(iii) were 
$150,000), if Buyer failed to make the entire payment of $150,000 due on July 
15, 1996 and failed to timely cure such default, then the sum due on August 15, 
1996 would be $400,000 (representing the July 15th payment of $150,000, 
$100,000 of Liquidated Damages and the August 15th payment of $150,000.  If 
Buyer failed to make the entire payment of $400,000 due on August 15, 1996 and 
failed to timely cure such default, then the sum due on September 15, 1996 
would be $650,000, (representing the August 15th payment of $400,000, a second 
obligation of $100,000 of Liquidated Damages and the September 15th payment of 
$150,000.  If Buyer failed to make the entire payment of $650,000 due on 
September 15, 1996 and failed to timely cure such default, then Sellers would 
have the right to institute any and all collection or enforcement remedies 
available to them in law or equity to collect the $650,000 due and owing and 
accelerate the remaining $450,000 payments payable under Sections 5.2(a)(iii) 
and 5.2(a)(iv) hereof as currently due and payable. 

	ARTICLE 6.	CLOSING

	6.1	The Closing.  The closing hereunder ("Closing") shall take 
place concurrently with the execution of this Agreement, which shall be 
effected by exchange, via facsimile transmission of signature pages of all 
applicable documents, followed by exchange of original documents and payment of 
the Purchase Price by overnight courier.  The date on which such Closing occurs 
shall be deemed the closing date (the "Closing Date").  Notwithstanding the 
foregoing, the effective date of this Agreement shall be 12:01 a.m. Pacific 
Time, April 27, 1996 (the "Effective Date").

	6.2	Sellers' Obligations at Closing.  Except as acknowledged by 
the parties in first sentence of Section 4.2 and  except as otherwise waived by 
Buyer, at the Closing Sellers shall deliver to Buyer the following, at the 
expense of Sellers, duly executed and acknowledged by Sellers, in form and 
substance reasonably satisfactory to Buyer and its counsel:
		
		(a)	All other appropriate bills of sale, assignments, and other 
good and sufficient instruments of transfer necessary to transfer to Buyer 
title to the Acquired Assets in accordance with Article 2 of this Agreement.

		(b)	A receipt for the portion of the Purchase Price paid at 
Closing and, upon request, a subsequent receipt for subsequently paid portions 
of the Purchase Price.

		(c)	Evidence of all appropriate corporate action taken by 
Sellers' Boards of Directors and stockholders to authorize the execution, 
delivery and performance of this Agreement and the transactions contemplated 
hereby, including, without limitation, certificates of the Secretaries of each 
of the Corporate Sellers certifying as to incumbency, the charter, the bylaws 
and authorizing resolutions.

	6.3	Buyer's Obligations at Closing.  At the Closing, 
Buyer has delivered to Sellers the following, at the expense of 
Buyer, duly executed and acknowledged by Buyer, in form and 
substance reasonably acceptable to Sellers and its counsel:

		(a)	Payment and delivery of the Purchase Price and all 
instruments and certificates representing any part of the Purchase Price as 
provided in Section 5.2.

		(b)	Incumbency Certificate of Buyer.  A signed certificate of the 
Secretary  of Buyer which shall certify the names of the officers of Buyer 
authorized to sign this Agreement, the Collateral Documents, and the other 
documents or certificates to be delivered by such person pursuant to this 
Agreement, together with the true signatures of each of such officers.  

		(c)	Instruments of assumption of the Assumed Liabilities as 
Sellers may reasonably request (collectively, the "Assumption Documents").

		(d)	Evidence of all appropriate corporate action taken by Buyer's 
Board of Directors to authorize the execution, delivery and performance of this 
Agreement and the transactions contemplated hereby.
		
	ARTICLE 7.	REPRESENTATIONS AND WARRANTIES

	7.1	Representations and Warranties By Sellers.  Sellers, jointly 
and severally, represent and warrant to Buyer as follows:

		7.1.1	Corporate Data and Authority.

		(a)	Corporate Sellers are corporations duly organized, validly 
existing and in good standing under the laws of the states identified with 
respect to each Corporate Seller in the preamble to this Agreement, each have 
heretofore furnished to Buyer a complete and correct copy of each of their 
respective charter documents, as amended, the Sellers' respective bylaws, as 
amended, certified as of a recent date by their respective corporate 
secretaries, receipt of which is hereby acknowledged by Buyer, which charter 
documents and bylaws are in full force and effect and have not been amended or 
modified in any respect since the date of the copies delivered to Buyer.  
Sellers are not in violation of any of the provisions thereof in any manner 
which would have a material adverse effect on the Acquired Assets, on the 
Business or on the transactions contemplated by this Agreement.

		(b)	Corporate Sellers have corporate power and authority to carry 
on the Business as it is now conducted and to own or hold under lease the 
properties, real and personal, it purports to own or hold under lease which 
relate to the Business.

		(c)	Corporate Sellers each have corporate power to execute, 
deliver and perform this Agreement; the execution, delivery and performance of 
this Agreement have been duly authorized by all necessary corporate action on 
the part of Sellers and each of their respective stockholders and Boards of 
Directors and no other stockholder or board of directors approval is necessary 
for the consummation of the transactions contemplated hereby.

		(d)	The execution and delivery of this Agreement by Sellers and 
the consummation by Sellers of the transactions contemplated hereby are not 
prohibited by and do not violate any provision of the charter documents or 
bylaws, as amended to date, of Corporate Sellers, and do not violate any 
material provision of, and will not result in the breach of, or accelerate or 
permit the acceleration of the performance required by, any material term of 
any material contract, agreement, indenture, mortgage, note, bond, commitment, 
license or other instrument to which any Seller is a party or by which any of 
the Acquired Assets is bound, the breach, violation or acceleration of which 
would result in the creation or imposition of any Lien on any of the Acquired 
Assets.

		(e)	This Agreement has been duly executed by Sellers and 
constitutes a valid, legally binding, and Enforceable 
obligation of Sellers.

		(f)	No Seller, as debtor, has: filed, or had filed against it, a 
petition in bankruptcy or a petition to take advantage of any other insolvency 
act; admitted in writing its inability to pay its debts generally; made an 
assignment for the benefit of creditors; consented to the appointment of a 
receiver for itself or any part of its property nor has any such receiver been 
appointed nor is there any application for the appointment of such a receiver 
pending; or generally committed any act of insolvency (including the failure to 
pay obligations as they become due) or bankruptcy.
 
		7.1.2	Property Interests.

		(a)	Sellers have good and marketable title to, or have valid 
leasehold interests in, the Acquired Assets, free and clear of all Liens except 
the Permitted Liens and except as set forth on Schedule 2.1.5 hereto.  

		(b)	Schedule 2.1.1 sets forth a complete list of all tangible 
personal property comprising the Acquired Assets (except for personal property 
held by Sellers as lessee under a lease other than a lease required under 
generally accepted accounting principles to be capitalized), setting forth a 
description of each such item of tangible personal property.  The tangible 
personal property included in the Acquired Assets is in good working condition 
subject only to reasonable wear and tear and is fit for its intended purposes 
and no material amounts are required to be expended for the repair and 
maintenance of said personal property other than amounts that are consistent 
with the amounts Sellers has historically expended for such repair and 
maintenance.

		(c)	Schedule 2.1.5 is a complete list of all leases of tangible 
personal property comprising part of the Acquired Assets, together with a 
description of the leased property, the termination date of each lease, the 
name and address of the lessor, and the amount of the regular periodic payments 
under the lease.  True and complete copies of all personal property leases 
listed on Schedule 2.1.5 have heretofore been delivered to Buyer.

		(d)	Schedule 2.1.4 is a complete list of all leases, as amended 
to date, under which Sellers, as lessee, lease any premises that are used in 
the Business and which comprise part of the Acquired Assets, together with the 
location of the premises and the payments required thereunder.
 
		(e)	All leases of real and personal property pursuant to which 
Sellers lease from others real or personal property comprising part of the 
Acquired Assets are valid, subsisting and Enforceable in accordance with their 
respective terms, and there is not, under any such lease, Any Default.

		(f)	No Seller is in violation of, or in default under, any law, 
ordinance, order, regulation, authorization, permit or certificate pertaining 
to the Acquired Assets or the Business that remains uncured or that has not 
been waived, which violation or default would have a material adverse effect 
upon the condition (financial or otherwise), of the Business, the Assumed 
Liabilities or the Acquired Assets.

		7.1.3	Trademarks, Etc.         

		(a)	Except for "Shared Technologies Cellular" and "Road & Show 
Cellular" and any variation thereof (the "Marks"), Sellers do not use any 
trademarks, trade names, service marks or copyrights in connection with the 
Business, and do not have pending any applications therefor.

		(b)	Sellers do not own and do not use any trade secret, process, 
development, design, technique, customer or supplier list, blueprint, 
specification, promotional idea, marketing or purchasing strategy, invention, 
computer program, confidential data or information, or know-how that is 
material in connection with the operation of the Business.

		7.1.4	No Broker.  Sellers have not retained a broker or finder in 
connection with the transactions contemplated by this Agreement so as to give 
rise to any valid claim against any Seller or Buyer for any fee, commission or 
similar payment.

		7.1.5	Employee Matters.

		(a)	Schedule 7.1.5(a) includes a complete list of the following, 
copies or, in the case of oral agreements, written summaries of which will be 
provided to Buyer upon its request:

	(i)	each oral or written contract, commitment or understanding 
between any Seller and any current employee of any  Seller employed in the 
Business, other than any contract, commitment or understanding between any 
Seller and any employee of any Seller who is employed at will by any such 
Seller;

	(ii)	each material oral or written consulting agreement, deferred 
compensation agreement, covenant not to compete, and confidentiality agreement 
relating to the Business and to which any  Seller is a party; and
 
	(iii) each profit-sharing, bonus, stock option, stock purchase, 
pension, retirement, savings, health, hospitalization, 
insurance or similar plan or arrangement, formal or informal, 
providing benefits to any current or former employee of any Seller 
assigned to the Business.

		(b)	Except as provided in any agreement described 
on Schedule 7.1.5(a), all employees of Sellers assigned to the 
Business are employed at will by Sellers.

		(c)	Except as set forth in Schedule 7.1.5(a),

	(i)	Sellers are not currently involved in any labor dispute, 
proceeding, work stoppage or disturbance involving employees of Sellers who are 
assigned to the Business, other than routine grievances which are not material, 
and

	(ii)	during the past two years, there have been no strikes, work 
stoppages or labor union organizational campaigns 	involving employees 
assigned to the Business, and Sellers are not aware of any threat of any such 
strikes, work stoppages or organizational campaigns. 

	(iii) Sellers are not a party to any collective bargaining 
agreement or any other contract or arrangement with any labor organization 
relating to the Business.

		7.1.6	Absence of Material Adverse Changes.

		Since December 31, 1995, Sellers have not:

		(a)	operated the Business other than in the usual, 
regular and ordinary course in substantially the same manner 
as theretofore conducted;

		(b)	suffered any physical damage, destruction or loss (whether or 
not covered by insurance) adversely affecting the Acquired Assets or the 
Business;

		(c)	suffered or experienced any adverse change in, or event or 
condition adversely affecting, its condition (financial or other), properties, 
liabilities, business, operations, or prospects other than adverse changes, 
events or conditions that are not, individually or in the aggregate, material 
as they relate to the Acquired Assets and the Business;

		(d)	other than in the usual and ordinary course of 
Business, made or suffered any amendment or termination, other than upon 
expiration, of any material contract, agreement, lease or license to which it 
is a party which relates to the Acquired Assets or the Business;
		
		(e)	sold, assigned, transferred, granted, amended, terminated or 
waived any right concerning the Acquired Assets or the Business; or

		(f)	except as heretofore described, entered into any material 
agreement with respect to, or otherwise creating a material obligation to do, 
any of the foregoing.

		7.1.7	Material Contracts.

		(a)	Schedules 2.1.7 and 2.1.9 set forth a complete list of all 
material agreements, contracts and commitments (collectively, the "Material 
Contracts") of the following types, whether written or oral, relating to the 
Business or the Acquired Assets, to which Sellers are a party:

	(i)	mortgages, indentures, security agreements and other 	
	agreements and instruments relating to the borrowing of 
money by, or any extension of credit to Sellers;

 
	(ii)	agreements, orders or commitments for the purchase 	
	of goods or equipment, involving payments or receipts in 
excess of $5,000 individually or $10,000 in the aggregate;

	(iii) partnership, joint venture or other arrangements or 	
	agreements involving a sharing of profits or 	expenses;

	(iv)	contracts or commitments to sell, lease or otherwise 	
	dispose of any of the Acquired Assets other than in the 
ordinary course of Business;

	(v)   contracts or commitments, including without              
     limitation, non-competition, patent rights and royalty 
agreements; 

	(vi)  contracts or commitments limiting the freedom of             
     Sellers to compete in any line of business or in any                 
geographic area or with any person or entity; and

	(vii) any other agreement, contract or commitment which            
     in any case involves more than $5,000 individually 
or $10,000 in the aggregate or has a term that will continue for six 
(6) months or more from and after the Effective Date and is not 
cancelable upon 30 or fewer days' notice without liability, penalty or 
premium, other than a nominal cancellation fee or charge.

		(b)	Except as disclosed by Sellers to Buyer in Schedules 3.1(b) 
and 7.1.9, the Material Contracts are valid, subsisting and Enforceable in 
accordance with their respective terms and there is not, under any Material 
Contract, Any Default, and Sellers are not aware of Any Default thereunder by 
any other party thereto. 

		(c)	Sellers have heretofore delivered to Buyer complete copies of 
all written Material Contracts, together with all amendments thereto, and 
memoranda summarizing the material terms of all Material Contracts that are 
oral.

		(d)	Sellers have no outstanding powers of attorney relating to 
the Acquired Assets or the Business.

		7.1.8	Environmental Matters.  

		(a)	Sellers have not released or caused to be released any 
hazardous substance, hazardous material, oil or hazardous waste, as such terms 
are defined in applicable Environmental Laws, which could reasonably be 
expected to result or has resulted in surface or underground contamination of 
the real estate and related improvements which are the subject of the Real 
Property Leases (the "Property").

		(b)	Sellers are in material compliance with all applicable 
federal, state and local environmental laws and regulations (the "Environmental 
Laws") applicable to the Business and the Property, and there are not now 
pending or threatened, or  any basis for any action, suit, lien, investigation 
or proceeding against the Property or Sellers in connection with any past or 
present noncompliance by Sellers with such Environmental Laws.

		7.1.9	No Litigation.  Except as disclosed in Schedule 7.1.9, there 
is no action or proceeding pending or, to Sellers' knowledge, threatened or, to 
Sellers' knowledge, any basis for, any litigation or claim by or against 
Sellers of any kind or nature.
		
		7.1.10	Private Placement.

		(a) Sellers understand that (i) the issuance of the Shares and the 
Warrants to Sellers as part of the Purchase Price is intended to be exempt from 
registration under the Securities Act of 1993, as amended (the "Securities 
Act") pursuant to Section 4(2) of the Securities Act.

		(b)	The Shares and Warrants acquired by Sellers pursuant to this 
Agreement are being acquired for their own account and without a view to the 
resale or distribution except as provided in Section 7.1.10(e).

		(c)	Sellers are "Accredited Investors" as such term is defined in 
Regulation D promulgated under the Securities Act.

		(d)	Sellers have been furnished with and carefully read Buyer's 
Exchange Act Filings filed since Buyer's initial public offering on April 21, 
1995 and have been given the opportunity to ask questions of, and receive 
answers from, Buyer's management concerning the Shares and Warrants, Buyer's 
business and other related matters.  Sellers further represent and warrant to 
Buyer that Buyer has made available to Sellers or its agents all documents and 
information relating to an investment in the Shares and Warrants requested by 
or on behalf of Sellers.

		(e)	Sellers agree that the Shares and the shares of Buyer's 
common stock underlying the Warrants (the "Warrant Shares") may be resold or 
otherwise transferred only, (i) inside the United States to a "qualified 
institutional buyer" (as defined in Rule 144A under the Securities Act) in a 
transaction meeting the requirements of Rule 144A, (ii) to an Accredited 
Investor who, prior to such transfer, furnishes to Sellers a signed letter to 
the effect of this paragraph, (iii) outside the United States in a transaction 
meeting the requirements of Rule 904 under the Securities Act, (iv) pursuant to 
the exemption from registration provided by Rule 144 under the Securities Act, 
(v) other valid exemptions under the Securities Act, or (vi) pursuant to a 
registration statement declared effective under the Securities Act.  Sellers 
agree that, in the case of any resale or other transfer pursuant to clauses (i) 
through (iv) of the preceding sentence, they will furnish to Buyer or its 
transfer agent such certifications, legal opinions or other information as 
Buyer may reasonably require to confirm that such resale or other transfer is 
being made pursuant to an exemption from, or in a transaction not subject to, 
the registration requirements of the Securities Act.

		(f)	Each certificate for the Shares and the Warrant Shares issued 
to Sellers or to a subsequent transferee shall (except for any transferee 
pursuant to clauses (iv) and (vi) of the first sentence of Section 7.1.10(e)) 
bear a legend in substantially the following form:
		
	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE 
SHARES HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER(S) FOR 
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR 
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT 
FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER STATE LAW, IF 
REQUIRED, OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH 
REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
		
provided, however, that Buyer shall remove such legend at such time that 
Sellers become eligible to transfer the Shares or Warrant Shares under Rule 
144(k) under the Securities Act.
		
		7.1.11	Disclosure.  No representation or warranty by Sellers 
contained in this Agreement or in any Schedule or in any statement or 
certificate furnished by Sellers to Buyer or their representatives in 
connection herewith or pursuant hereto contains any untrue statement of a 
material fact, or omits to state any material fact required to make the 
statements herein or therein contained not misleading.

		7.1.12	Warranty Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS 
AGREEMENT AND IN THE SCHEDULES HERETO, SELLERS MAKE NO REPRESENTATIONS OR 
WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO THE ACQUIRED 
ASSETS, EXCEPT THAT THE ACQUIRED ASSETS ARE BEING DELIVERED IN GOOD WORKING 
ORDER, ORDINARY WEAR AND TEAR EXCEPTED.

	7.2	Representations and Warranties as to Buyer.  Buyer represents 
and warrants to Sellers as follows:

		7.2.1	Corporate Data and Authority.

		(a)	Buyer is a corporation duly organized, validly existing and 
in good standing under the laws of the State of Delaware.  Buyer has heretofore 
furnished to Seller a complete and correct copy of (a) its Certificate of 
Incorporation, as amended, certified as of a recent date by the Secretary of 
State of Delaware and (b) its By-laws, as amended, certified as of a recent 
date by its corporate secretary, which Certificate of Incorporation and By-laws 
are in full force and effect and have not been amended or modified in any 
respect since the date of the copies delivered to Buyer.  Buyer is not in 
violation of any of the provisions thereof in any manner which would have a 
material adverse effect on the transactions contemplated by this Agreement.

		(b)	Buyer has corporate power to execute, deliver and perform 
this Agreement.  The execution, delivery and performance of this Agreement and 
the Collateral Documents, have been duly authorized by all necessary corporate 
action on the part of Buyer, and no stockholder approval or other approval of 
the Board of Directors of Buyer (or any committee thereof) is necessary for the 
consummation of the transactions contemplated hereby.

		(c)	This Agreement has been duly executed by Buyer and 
constitutes the valid, legally binding and Enforceable obligation of Buyer.

		(d)	The Shares and Warrants are duly authorized, validly issued, 
fully paid and non-assessable.  Upon delivery of the Shares and Warrants to 
Sellers pursuant to this Agreement, Sellers will acquire good, valid and 
marketable title to the Shares and Warrants.

		7.2.2	No Litigation.  Except as disclosed in Schedule 7.2.2, there 
is no action or proceeding pending or, to Buyer's knowledge, threatened or, to 
Buyer's knowledge, any basis for, any litigation or claim by or against Buyer 
of any kind or nature which, in the aggregate, would have a material adverse 
effect on Buyer.

		7.2.3	No Broker.  Buyer has not retained any broker, investment 
banker, or finder in connection with the transactions contemplated by this 
Agreement so as to give rise to any valid claim against either Sellers or Buyer 
for a finder's fee, brokerage commission, investment banking fee or similar 
payment.


		7.2.4	Disclosure.   Buyer has delivered to Sellers a true and 
complete copy of all reports, statements or schedules filed since Buyer's 
initial public offering on April 20, 1995 (during Buyer's current and 
immediately past fiscal years) by Buyer pursuant to the Securities Exchange Act 
of 1934, as amended (the "Exchange Act")(each an "Exchange Act Filing").  All 
Exchange Act filings have been so filed as of their respective filing dates.  
		7.2.5	Authority to Act on Behalf of Subsidiary.  Buyer has been 
duly authorized by its wholly-owned subsidiary, STI Cellular Franchise Corp. 
("Franchise Corp."), to act on behalf of Franchise Corp. for the purposes of 
Sections 12.1 and 12.2 hereof.

	ARTICLE 8.	PARTICULAR COVENANTS OF SELLER AND BUYER

	8.1	Covenants of Sellers.  

		(a)  Sellers hereby covenant and agree that after the Closing, 
Sellers will furnish to Buyer such other instruments (executed as required) and 
information as Buyer may reasonably request in order effectively to convey to 
and vest in Buyer title to the Acquired Assets consistent with the provisions 
of Section 2.1 of this Agreement.

		(b)  Sellers hereby covenant and agree that after the Closing 
Sellers shall pay, perform and discharge on a timely basis, and in a manner not 
to disrupt or adversely affect the Business, all of the Excluded Liabilities.

		(c)  Sellers hereby covenant and agree that they shall not bill any 
charges to customers on the Closing Date.
 
	8.2	Covenants of Buyer.  

		(a)	Buyer hereby covenants and agrees that after the Closing, 
Buyer will furnish to Sellers such other instruments (executed as required) and 
information as Sellers may reasonably request in order to evidence and confirm 
Buyer's assumption of the Assumed Liabilities.

		(b)  Buyer hereby agrees to cause Marlar to be nominated for 
election to the Board of Directors and to vote all shares as to which Buyer may 
hold voting rights (including shares under its control by proxy) in favor of 
Marlar, for a period of three years following the Effective Date.  Buyer shall 
endeavor to cause Marlar to be so elected to Buyer's Board of Directors at or 
prior to the next meeting of the Board of Directors, but in no event later than 
May 31, 1996.


	8.3	Covenants of Buyer and Sellers.  Buyer and Sellers hereby 
covenant and agree that:

		(a)	For a period of three (3) years following the Effective Date, 
or for such longer periods as may be required to satisfy record retention 
requirements of applicable law, Sellers and Buyer will retain all business 
records relating to the Business, including all records required to be retained 
pursuant to obligations imposed by applicable law.

		(b)	Buyer and Sellers shall each provide duly authorized 
representatives of the other party access to all records relating to the 
Business for bona fide business reasons at any time during regular business 
hours, with reasonable prior notice, for a period of three (3) years after the 
Effective Date or until such later time as all Federal, state and local tax 
audits of Sellers' taxable years during which it owned the Business have been 
completed, including any litigation related thereto, and such other party may 
make abstracts from, or make copies of, any such records at its own expense.  
In connection with any review of records relating to the Business as set forth 
in this Subsection, Buyer and Sellers shall each provide to such duly 
authorized representatives of the other party access to employees of Buyer and 
Sellers, as the case may be, who are familiar with such records and who can 
assist such representatives of the other party, at the other party's expense, 
in locating, explaining or otherwise reviewing such records.  No party shall 
destroy any books, accounts, journals, information, records or computer tapes 
or diskettes relating to the Business within the period referred to above 
without written permission of the other, which permission shall not be 
unreasonably withheld or delayed.

	ARTICLE 9.	EMPLOYEES AND EMPLOYEE MATTERS

	9.1	Employment of Personnel.  Buyer has offered employment to 
certain of Sellers' employees who are assigned to the Business commencing on or 
about the Effective Date.  Sellers shall cooperate with Buyer in Buyer's 
efforts to hire people who are employed by Sellers and who are assigned to the 
Business as of the Effective Date.  Sellers have terminated, as of the 
Effective Date, the employment of all such employees of Sellers who have been 
offered employment by Buyer.  It is Buyer's intent, and Sellers understand, 
that any employee of Sellers who is employed by Buyer as contemplated by this 
subsection shall be an employee on an "at will" basis by Buyer, and nothing in 
this Agreement shall constitute an employment agreement between Buyer and any 
such employee.  Buyer shall have no liability for any loss, cost or damage 
arising from or related to Buyer's decision to hire or not to hire any person 
who is an employee of Sellers as of the Effective Date.  

	9.2	Sellers' Continuing Employees.  Except as provided in this 
Section 9, Buyer shall have no obligation or liability with respect to any of 
Sellers' employees who do not become employees of Buyer as provided in Section 
9.1, including without limitation all obligations arising under COBRA.  

	ARTICLE 10.	INDEMNIFICATION

	10.1	Indemnification of Seller.  Buyer shall defend, indemnify and 
hold harmless Sellers, and each of their employees, officers and directors from 
and against any and all claims, demands, causes of action, suits, judgments, 
debts, liabilities and expenses (including but not limited to court costs and 
related expenses, and reasonable fees and disbursements of counsel, 
(individually, a "Claim" and collectively, "Claims") suffered or incurred by 
reason of or in connection with:

		(a)	any misrepresentation of a material fact or omission to state 
a material fact, any breach of warranty or any breach or nonfulfillment of any 
agreement or covenant by Buyer contained herein or in any certificate, document 
or instrument delivered to Sellers pursuant hereto or in connection herewith;

		(b)	any of the Assumed Liabilities; and

		(c)	any and all actions, suits, proceedings, claims, demands, 
assessments, judgments, costs and expenses, including, without limitation, 
reasonable legal fees and expenses, incident to any of the foregoing or 
incurred in investigating or attempting to avoid the same or to oppose the 
imposition thereof, or in enforcing this indemnity.

	10.2	Indemnification of Buyer.  Sellers, jointly and severally, 
shall defend, indemnify and hold harmless Buyer, its employees, officers and 
directors from and against any and all Claims suffered or incurred by reason of 
or in connection with any of the following:

		(a)	any misrepresentation of a material fact or omission to state 
a material fact, any breach of warranty or any breach or nonfulfillment of any 
agreement or covenant by Buyer contained herein or in any certificate, document 
or instrument delivered to Sellers pursuant hereto or in connection herewith;

		(b)	any of the Excluded Liabilities;

		(c)	any and all loss, liability or damage arising out of or 
resulting from the failure of Sellers to comply with any bulk sales or similar 
law applicable to the transactions contemplated by this Agreement; and

		(d)	any and all actions, suits, proceedings, claims, demands, 
assessments, judgments, costs and expenses, including, without limitation, 
reasonable legal fees and expenses, incident to any of the foregoing or 
incurred in investigating or attempting to avoid the same or to oppose the 
imposition thereof, or in enforcing this indemnity.

	10.3	Indemnification Procedures.  

		(a)  The party seeking indemnification hereunder (the "Indemnitee") 
shall give to the party from which indemnification is sought hereunder (the 
"Indemnitor") written notice of any Claim which is subject to the indemnity 
obligations set forth in Section 10.1 or 10.2, as applicable, with sufficient 
promptness as not to prejudice the other party's interests in respect of such 
Claim and any obligation of indemnity arising therefrom.  Such notice shall set 
forth all facts and other information which the Indemnitee has with respect to 
the Claim.  As part of such notice, the Indemnitee shall furnish the Indemnitor 
with copies of any pleadings, correspondence or other documents relating 
thereto that are in the Indemnitee's possession.  The Indemnitee's failure to 
notify the Indemnitor of any such Claim shall not release the Indemnitor, in 
whole or in part, from its obligations under Sections 10.1 or 10.2, as 
applicable, except to the extent that the Indemnitee's ability to defend 
against such claim is actually materially prejudiced thereby.  The Indemnitor 
shall, within 15 business days of receipt of such notice, (i) deny in writing 
the Claim, (ii) pay the amount of the Claim if a monetary amount is involved, 
or (iii) if a Claim of a third party is involved, by notice to the Indemnitee, 
assume the defense of such Claim.  

		(b)  Upon giving such notice to the Indemnitee, the Indemnitor 
shall have the exclusive right to conduct and control, through counsel of its 
own choosing, who is reasonably satisfactory to the Indemnitee, the defense of 
any such Claim or any action arising therefrom, provided, that (i) the 
Indemnitee is reasonably satisfied that the Indemnitor will have financial 
resources, or valid insurance, available to satisfy the liabilities arising 
under such Claim; and (ii) in conducting the defense of any such Claim or 
action, the Indemnitor shall, and shall cause its counsel to, consult with the 
Indemnitee and its counsel, if any, and shall keep the Indemnitee and its 
counsel, if any, fully advised of the progress thereof.  

		(c)  If the Indemnitor elects to assume and control the defense of 
the Claim, the Indemnitee shall have the right to employ counsel separate from 
counsel employed by such Indemnitor in any such action and to participate in 
the defense thereof.  The fees and expenses of such counsel employed by the 
Indemnitee shall be at the expense of the Indemnitee unless (i) the employment 
thereof has been specifically authorized by such Indemnitor in writing, (ii) 
the Indemnitor has failed to promptly assume the defense and employ counsel or 
the Indemnitor or its counsel has failed to provide and adequate defense in a 
timely manner, or (iii) the Indemnitor is a party to such claim and the 
Indemnitor has been advised by counsel that there are additional or separate 
defenses, or there is otherwise a conflict of interest, between the Indemnitee 
and the Indemnitor.  In any such case the fees and expenses of the Indemnitee's 
counsel shall be paid by the Indemnitor, provided that the Indemnitor shall not 
in such event be responsible hereunder for the fees and expenses of more than 
one firm or separate counsel in connection with any such action in the same 
jurisdiction, in addition to any local counsel. If the Indemnitor fails or 
refuses to assume the conduct and control of the defense of any such Claim or 
action, then the Indemnitee shall have the exclusive right to conduct and 
control such defense.  The Indemnitor shall not be liable for any settlement of 
any Claims effected without its written consent, which consent shall not be 
unreasonably withheld or delayed.  No settlement of any Claim for which 
indemnification is sought hereunder shall be made without the release of the 
Indemnitee from all liability relating to such Claim, in form and substance 
reasonably satisfactory to the Indemnitee and its counsel.

	10.4  Other Provisions Relating to Indemnification. 

		(a)	Sellers shall not be obligated to indemnify Buyer pursuant to 
Section 10.2, unless and until Buyer's Claims under Section 10.2 aggregate 
$25,000, at which point Sellers shall then be obligated to indemnify Buyer for 
all Claims including and in excess of $25,000.

		(b)	An Indemnitee shall not be entitled to duplicate recovery 
from the Indemnitor and any other person on account of the same Claim.
 
		(c)  Without limiting the generality of this Article 10, Buyer's 
right to indemnification shall include, without limitation, Buyer's rights 
under Section 5.4 hereof.

	10.5  Survival of Representations, Warranties and Agreements.   All 
of the representations and warranties contained in this Agreement shall survive 
for a period of eighteen months (18) months after the Effective Date.  The 
covenants and agreements set forth in this Agreement shall survive the Closing 
and shall continue until all obligations set forth therein shall have been 
performed or satisfied or they shall have terminated in accordance with their 
terms.

	ARTICLE 11.	SELLERS' COVENANT NOT TO COMPETE

	11.1   The Sellers hereby covenant and agree that they will not, 
for a period of two (2) years following the Effective Date, directly or 
indirectly, for themselves or in connection with any person, firm or 
corporation, engage in the business of renting cellular telephones anywhere in 
the United States, Mexico or Canada, and will not, during such period, in any 
way interfere or attempt to interfere with the cellular rental business or 
related businesses, goodwill, trade, customers or employees of Buyer or its 
Affiliates.  Sellers hereby acknowledge and agree that this agreement not to 
compete is reasonable and Sellers expressly agree to be fully bound by such 
restrictions.  In the event of a violation of this Section 11.1, Buyer and its 
Affiliates each shall be entitled, in addition to all other available legal and 
equitable remedies, to injunctive relief restraining such violation.

	ARTICLE 12.	TERMINATION OF LICENSE AND FRANCHISE 			
	AGREEMENTS

	12.1	Termination of Rights.  The License Agreements and the 
Franchise Agreement are hereby terminated as of the Closing Date and shall be 
of no further force or effect whatsoever from and after the Closing Date, 
except that (i) all amounts due and payable to Buyer under such agreements as 
of the Closing Date, as set forth in Schedule 3.1(b), shall be included within 
the $1,691,724 of Assumed Liabilities referenced in Section 3.1 hereof; and 
(ii) in consideration of cancellation of the payment obligations of Access 
Cellular Corporation under the Franchise Agreement, Sellers hereby agree to pay 
Buyer $180,000 over a twenty-four (24) month period, in equal monthly 
installments of $7,500 each, payable on the fifteenth (15th) day of each month, 
with the first such payment due July 15, 1996.  In the event that Sellers 
default in the payment of any of the payments required pursuant to this 
Sections 12.1, and such default continues uncured for more than ten (10) days 
after Seller's receipt of notice of such default, then such uncured default 
shall constitute a breach of this Agreement by Sellers.

	12.2  Termination of Trademarks.   Any and all rights of Sellers in 
and to the Marks or the use thereof are hereby terminated.			
	
	ARTICLE 13.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.

	13.1   Each party hereto irrevocably and unconditionally submits, 
for itself and its property, to the exclusive jurisdiction of the any 
Connecticut state court in the County of Hartford, Connecticut, or federal 
court of the United States of America sitting in the County of Hartford, 
Connecticut, and any appellate court from any thereof, in any action or 
proceeding arising out of or relating to this Agreement, and each of the 
parties hereto hereby irrevocably and unconditionally agrees that any and all 
claims in respect of any such action or proceeding may be heard and determined 
in such Connecticut state court or, to the extent permitted by law, in such 
federal court.     
	
	13.2   Each party to this Agreement irrevocably consents to service 
of process in the manner provided for notices in Section 14.2 hereof.  Nothing 
in this Agreement will affect the right of any party to this Agreement to serve 
process in any other manner permitted by law.
	
	ARTICLE 14.	MISCELLANEOUS

	14.1	Expenses.  Each party shall pay its own expenses incidental 
to the negotiation, preparation and performance of this Agreement and the 
transactions contemplated hereby.

	14.2	Notices.  Any notices or other communications required or 
permitted hereunder shall be in writing, and such notice shall be given by 
certified mail, postage prepaid, return receipt requested; or by telecopier, 
with the original thereof posted by first class mail, postage prepaid, within 
two (2) business days thereafter; or by private courier requesting evidence of 
receipt as a part of its service, addressed as follows, and shall be deemed 
delivery upon the earliest to occur of delivery when so placed in the mails, 
when telecopied or when delivered to such courier service:

	To Buyer:		Shared Technologies Cellular, Inc.
				Attn: Legal Department
				100 Great Meadow Road
				Wethersfield, CT  06109
				Telcopy: 860-258-2455


	To Sellers:                	Mr. Craig A. Marlar
				777 E. Tahquitz Canyon Way
                                                          Suite 333
				Palm Springs, CA  92262
				Telecopy: 619-323-5659

				and to:

				Ronald Jason Palmieri, Esq.
				911 Linda Flora Drive
				Los Angeles, CA  90049
				Telecopy: 310-471-3511

or to such other address as may be designated in writing by any party from time 
to time in accordance herewith.  
	14.3	Captions.  Article titles and headings to Sections herein are 
for convenience of reference only and are not intended to be a part of or to 
affect the meaning or interpretation of this Agreement.  The Schedules referred 
to herein shall be construed with and as an integral part of this Agreement. 

	14.4	Successors and Assigns; Other Parties.  This Agreement shall 
be binding upon and inure to the benefit of each party hereto and their 
respective successors and assigns, provided that this Agreement may not be 
assigned by any party without the prior written consent of the other parties.  
No assignment shall relieve a party of any of its obligations hereunder without 
the prior written consent of the other party. 

	14.5	Entire Agreement.  This Agreement (together with the 
Schedules referred to herein) and the Collateral Documents, supersede any other 
agreement, whether written or oral, that may have been made or entered into by 
the parties hereto (or by any director, officer or representative of such 
parties) relating to the matters contemplated hereby.  This Agreement (together 
with such Schedules and Collateral Documents) constitutes the entire agreement 
by the parties hereto and there are no agreements or commitments except as 
expressly set forth herein.

	14.6	Waiver.	Except as otherwise expressly provided in this 
Agreement, neither the failure nor any delay on the part of any party to 
exercise any right, power or privilege hereunder shall operate as a waiver 
thereof, nor shall any single or partial exercise of any right, power or 
privilege preclude any other or further exercise thereof, or the exercise of 
any other right, power or privilege available at law or in equity. 

	14.7	Partial Invalidity.  Whenever possible, each provision hereof 
shall be interpreted in such manner as to be effective and valid under 
applicable law, but in case any one or more of the provisions contained herein 
shall, for any reason, be held to be invalid, illegal or unenforceable in any 
respect, such invalidity, illegality or unenforceability shall not affect any 
other provisions of this Agreement, and this Agreement shall be construed as if 
such invalid, illegal or unenforceable provision or provisions had never been 
contained herein.

 	14.8	Counterparts.  This Agreement may be executed in two or more 
counterparts, any or all of which shall constitute one and the same instrument.

	14.9	Amendment and Termination.  This Agreement may not 
be amended orally, but only by an instrument in writing duly executed by the 
parties.

	14.10 Construction of the Term "Sellers".  The parties acknowledge 
that the term "Sellers" is used in both the singular and plural with the 
understanding that the Sellers, as defined in the preamble to this Agreement, 
agree to be bound hereunder jointly and severally and that, therefore, the use 
of such term shall be construed in a manner such that, regardless of whether it 
is used in the singular or plural, in each case Buyer shall have the benefit of 
the more favorable construction of the two alternative forms of the term.

	14.11 Nonexclusivity of Remedies.  No remedy of any party hereto 
shall be exclusive of any other remedy, whether provided herein or available at 
law or in equity, but each shall be cumulative to all other remedies.

	14.12 Governing Law and Attorneys' Fees.  This Agreement shall in 
all respects be governed by and construed in accordance with the laws of such 
state as may be determined to apply by a court of competent jurisdiction, in 
the event of any action or proceeding arising in connection with this 
Agreement.  In the event of any dispute arising in connection with this 
Agreement , the prevailing party shall be entitled to recovery of its 
reasonable legal costs and fees, including its reasonable attorneys' fees.

	IN WITNESS WHEREOF, this Agreement has been executed as 
of the date first above written.


Buyer:

Shared Technologies Cellular, Inc.


By:  /s/ Anthony D. Autorino
Anthony D. Autorino
Chief Executive Officer

   

Sellers:

Cellular Global Investments of Northern California Inc.


By: /s/ Craig A. Marlar 
   Craig A. Marlar
   President






Access Cellular Corporation


By: /s/ Craig A. Marlar 
   Craig A. Marlar
   President

Road and Show Cellular West


By: /s/ Craig A. Marlar 
   Craig A. Marlar
   President

Road & Show Cellular Arizona Corporation


By: /s/ Craig A. Marlar 
   Craig A. Marlar
   President

Summit Assurance Cellular Inc.


By: /s/ Craig A. Marlar 
   Craig A. Marlar
   President

Northstar Cellular Corp.


By: /s/ Craig A. Marlar
   Craig A. Marlar
   President


Craig A. Marlar, an individual


By: /s/ Craig A. Marlar 
Craig A. Marlar