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) :        
August 19, 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        
(860)-258-2500        
        
        
Total number of sequentially numbered paged in this        
filing, including exhibits hereto:	 68       
        
        
        
Item 5: Other Events        
        
        
	On August 19, 1996 Shared Technologies Cellular,        
Inc. ("STC" or the "Company") completed a $5 million        
private placement of equity with International Capital        
Partners, Inc.  ("ICP"), a Stamford, Conn. based investment        
firm and Shared Technologies Fairchild Inc. ("STFI"), an     
affiliate of the Company.   Proceeds from the offering will be    
used primarily for working capital.      
    
The Company received gross proceeds from the       
offering of $5 million, including the cancellation of       
$1,200,000 of preexisting debt to STFI.  A commission of       
$125,000 was paid to ICP. Under the terms of the offering,       
STC issued 500,000 shares of its newly issued Series B       
Convertible Preferred Stock, $.01 par value per share (the       
"Series B Stock"). Each share of Series B Stock is convertible    
into the  Company's Common Stock, $.01 par value,    
("Common Stock") at an initial conversion rate of $3 to $4    
per share, subject to certain adjustments. For each preferred    
share converted, the holder will receive a warrant to purchase    
such number of shares of Common Stock as each share of    
preferred B Stock is then convertible at an exercise price of     
$3.00 per share.   The Series B Stock has immediate voting    
rights similar to the Common Stock as if the holder held four    
(4) shares of Common Stock for each share of such Series B       
Stock.           
       
Separately, the Company has engaged the services of  ICP to      
provide certain financial advisory services to the Company for      
a period of one year.  In consideration for such services, the      
Company has issued a five-year Common Stock Warrant to      
ICP for the purchase of 240,000 shares of the Company's      
Common Stock at an exercise price of $3.00 per share and on      
terms substantially the same as those provided for in the      
Common Stock Warrants issued to the purchasers of the    
Series B Stock.       
       
Ajit G. Hutheesing, a director of the Company, is Chairman       
and Chief Executive Officer of ICP.          
       
       
       
       
       
       
       
       
   
   
    
Exhibit  	Description		             	             Page No.        
 No.       
       
4.1	Certificate of Designations,   	                   5       
	Preferences and Rights of Series        
	B Convertible Preferred Stock of       
	Shared Technologies Cellular, Inc.       
	dated August 19, 1996.		        
        
4.2	Series B Convertible Preferred Stock     17                                
	Purchase Agreement between International 	      
	Capital Partners, Inc. and the Company 	      
	dated August 19, 1996, (agreement 	      
	between STFI and the Company is 		      
	substantially the same), including form of 	      
	Common Stock Warrant.			       
	        
        
4.3	Equity Holders Agreement by and among 	   63       
	International Capital Partners, Inc., Zesiger 	      
	Capital Group, LLC and Shared 			      
	Technologies Fairchild Inc. dated August 		      
	19, 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: September 5, 1996        
        
        
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
EXHIBIT B:        
        
        
CERTIFICATE OF DESIGNATIONS, PREFERENCES        
AND        
RIGHTS OF SERIES B CONVERTIBLE PREFERRED        
STOCK        
OF        
SHARED TECHNOLOGIES CELLULAR, INC.        
        
Shared Technologies Cellular, Inc., a corporation organized        
and existing under the General corporation Law of the State        
of Delaware.        
        
DOES HEREBY CERTIFY:        
        
That, pursuant to authority conferred upon the Board of        
Directors by the Certificate of Incorporation (as amended) of        
said corporation, and pursuant to the provisions of Section        
151 of Title 8 of the Delaware Code of 1953, said Board of        
Directors, adopted resolutions providing for the creation of a        
series of the Corporation's Preferred Stock with powers,        
preferences, rights, qualifications, limitations and restrictions,        
which resolutions are as follows:        
        
RESOLVED, that, pursuant to the provisions of  151(g) of        
the General Corporation Law of Delaware, and in exercise of        
the powers vested in the Board of Directors by paragraph        
fourth of the Corporation's Certificate of Incorporation, there        
be, and there is hereby, created and reserved a series of the        
Corporation's Preferred Stock with a par value of $.01, to be        
known and designated as "Series B Convertible Preferred        
Stock" (hereinafter, "Series B Preferred"), such series of stock        
consisting of One Million Two Hundred Fifty Thousand        
(1,250,000) shares, the powers, preferences and relative,        
participating, optional or other rights, and the qualifications,        
limitations and restrictions thereof, are as follows:        
        
        
1.	Liquidation. In the event of any voluntary or        
involuntary liquidation, dissolution or winding up of the        
affairs of the Corporation, the holders of each share of Series        
B Preferred shall be entitled to receive, prior and in        
preference to any distribution of any of the assets or surplus        
funds of the Corporation to the holders of any other class or        
series of the Corporation's capital stock by reason of their        
ownership thereof, an amount per share equal to the sum of        
(a) the price at which such share was originally issued by the        
Corporation (the "Original Issue Price"), plus (b) an amount        
equal to a rate of return on such holder's investment for the        
period commencing on the Original Issue Date therefor and        
ending on the date full payment shall be tendered to the        
holders of the Series B Preferred with respect to such        
liquidation, dissolution, or winding up, equal to the product        
of (1) the Original Issue Price therefor and (2) Twelve        
Percent (12%) per annum. If the assets or surplus funds to be        
distributed to the holders of the Series B Preferred are        
insufficient to permit the payment to such holders of their full        
preferential amount, the assets and surplus funds legally        
available for distribution shall be distributed ratably among        
the holders of        
the Series B Preferred in proportion to the full preferential        
amount each such holder is otherwise entitled to receive.        
        
All of the preferential amounts to be paid to the holders of the        
Series B Preferred pursuant to this Section 1 shall be paid or        
set apart for payment before the payment or setting apart for        
payment of any amount for, or the distribution of any assets of        
the Corporation to, the holders of any other class or series of        
the Corporation's capital stock in connection with such        
liquidation, dissolution or winding up.        
        
2.	Conversion. The holders of the Series B Preferred        
shall have conversion rights as follows (the "Conversion        
Rights"):        
        
a.	Right to Convert. Each share of Series B Preferred        
shall be convertible at the option of the holder thereof at any        
time from the date of first issuance of such shares of Series B        
Preferred (the "Original Issue Date") and without the        
payment of any additional consideration therefor into that        
number of fully paid and non-assessable shares of Common        
Stock as is determined by dividing Ten Dollars and No/100        
($10.00) by the Conversion Price (determined as hereinafter        
provided) in effect at the time of conversion. The Conversion        
Price at which shares of Common Stock shall be deliverable        
upon conversion (the "Conversion Price") shall be the lesser        
of: (i) Four and No/l00 Dollars ($4.00) (this amount, as from        
time to time adjusted in the manner hereinafter provided,        
being referred to as the "Maximum Conversion Price"), or (ii)        
One Hundred Per Cent (100%) (this percentage, as from time        
to time adjusted in the manner hereinafter provided, being        
referred to as the "Adjusting Percentage") of the average        
closing bid price of the Common Stock quoted on the Nasdaq        
Stock Market or any exchange on which the Common Stock        
is listed (or the closing bid price of the Common Stock quoted        
in the Over-the-Counter Market Summary if not on the        
Nasdaq system or an exchange) for the forty (40) consecutive        
trading days preceding the date of conversion (the "Closing        
Price"). In no event shall the Conversion Price be less than        
Three and No/100 Dollars ($3.00) (this amount, as from time        
to time adjusted in the manner hereinafter provided, being        
referred to as the "Minimum Conversion Price").  The        
Maximum and Minimum Conversion Prices and the        
Adjusting Percentage shall be subject to adjustment (in order        
to adjust the number of shares of Common Stock into which        
the Series B Preferred is convertible) as hereinafter provided.        
        
b.  Mechanics of Conversion.  In the event that a holder of        
shares of Series B Preferred shall elect to convert the same        
into shares of Common Stock, such holder shall give written        
notice of such election (a "Conversion Notice") to the        
Corporation at the office of the Corporation. Such Conversion        
Notice shall state therein the holder's name or the names of        
the holder's  nominees in which he wishes the certificate or        
certificates for shares of Common Stock to be issued, together        
with the applicable federal taxpayer identification number.        
Such conversion shall be deemed to have been made on the        
date that the holder has given the Corporation a Conversion        
Notice, and the person or persons entitled to receive the        
shares of Common Stock issuable upon conversion shall be        
treated for all purposes as the record holder or holders of such        
shares of Common Stock on such date. A holder who has        
given a Conversion Notice shall promptly thereafter surrender        
the certificate or certificates evidencing the shares of Series B        
Preferred that have been converted, duly endorsed, at the        
office of the Corporation or of any transfer agent for the        
Series B Preferred, but the failure to promptly surrender such        
certificate or certificates shall in no way effect the right or        
time of conversion. The Corporation shall, as soon as        
practicable after receipt of the certificate or certificates        
evidencing the shares of Series B Preferred that have been        
converted, issue and deliver to the holder of Series B        
Preferred who has given such Conversion Notice, or to his        
nominee or nominees, a certificate or certificates for the        
number of shares of Common Stock to which he shall be        
entitled        
        
c.	Adjustments to Conversion Price for Diluting Issues.        
        
(1)	Special Definitions.  For purposes of this Section        
2.c., the following definitions shall apply:        
(a)	"Option" shall mean rights, options or warrants to        
subscribe for, purchase or otherwise acquire either Common        
Stock or Convertible Securities.        
        
(I))   "Original Issue Date" shall mean the date on which the        
first share of Series B Preferred was issued.        
(c)	"Convertible Securities" shall mean any evidences of        
indebtedness, shares (other than Series B Preferred) or other        
securities directly or indirectly convertible into or        
exchangeable for Common Stock.        
        
(d)	"Additional Shares of Common Stock" shall mean        
all shares of Common Stock issued (or deemed to be issued)        
by the Corporation after the Original Issue Date.        
        
(e)	"Dilutive Issue" shall mean the issuance by the        
Corporation of Additional Shares of Common Stock        
(including Additional Shares of Common Stock deemed to be        
issued) without consideration or for a consideration per share        
less than the Conversion Price in effect on the date of and        
immediately prior to such issue and for which no adjustment        
is made pursuant to Section 2.c.(5).        
        
(2)	Issue of Options and Convertible Securities Deemed        
Issue of Additional Shares of Common Stock. In the event the        
Corporation at any time or from time to time after the        
Original Issue Date shall issue any Options or Convertible        
Securities or shall fix a record date for the determination of        
holders of any class of securities entitled to receive any such        
Options or Convertible Securities and the consideration per        
share to be paid upon exercise or conversion of such Options        
or Convertible Securities is less than the Conversion Price in        
effect on the date of, and immediately prior to the issue of        
such Options or Convertible Securities, then the maximum        
number of shares of Common Stock issuable upon the        
exercise of such Options or, in the case of Convertible        
Securities and Options therefor, the conversion or exchange        
of such Convertible Securities, shall be deemed to be        
Additional Shares of Common Stock issued as of the time of        
such issue or, in case such a record date shall have been fixed,        
as of the close of business on such record date, provided that        
in any such case in which Additional Shares of Common        
Stock are deemed to be issued no further adjustment in the        
Conversion Price shall be made upon the subsequent issue of        
Convertible Securities or shares of Common Stock upon the        
exercise of such Options or conversion or exchange of such        
Convertible Securities.        
        
(3)	Adjustment of Conversion Price Upon Issuance of        
Additional Shares of Common Stock in a Dilutive Issue. In        
the event of a Dilutive Issue, the following adjustments shall        
be made:        
        
If the percentage determined by dividing the consideration        
per share received by the Corporation in the Dilutive Issue by        
the then Closing Price (the "Test Percentage") is less than the        
then effective Adjusting Percentage, the Adjusting Percentage        
shall be reduced to the Test Percentage and such percentage        
shall be the basis for all future adjustments.  Upon such        
adjustment the Maximum and Minimum Conversion Prices        
shall be reduced by the dollar amount equal to the difference        
between the Conversion Price on the date of the Dilutive Issue        
and the consideration received by the Corporation in such        
Dilutive Issue.        
        
The foregoing notwithstanding, no adjustment shall be made        
under this Section 2.c.(3):        
        
        
(a)	upon the conversion or exchange of shares of Series        
B Preferred into any other instrument or shares of capital        
stock prior to January 1, 1998;        
        
(1,)	upon the exercise of Warrants held by holders of        
Series B Preferred;        
        
(c)	upon the issuance of up to ten per cent (10%) of the        
then issued and outstanding shares of Common Stock of the        
Corporation pursuant to Options granted to officers, directors        
or employees of, or consultants to, the Corporation under any        
stock option, incentive, bonus or compensation program;        
        
(d)	for which adjustment is made in the Conversion        
Price pursuant to Section 2.c.(5); or        
        
			(e)	if the amount of such        
reduction would be an amount less than $.05, but any such        
amount shall be carried forward and reduction with respect        
thereto made at the time of and together with any subsequent        
reduction which, together with such amount and any other        
amount or amounts so carried forward, shall aggregate $.05        
or more.          
        
        
 (4)	Determination of Consideration. For purposes of this        
Section 2.c., the consideration received by the Corporation for        
the issue of any Additional Shares of Common Stock shall be        
computed as follows:        
        
(a)	Cash and Property: Such consideration shall: (A)        
insofar as it consists of cash, be computed at the aggregate        
amount of cash received by the Corporation excluding        
amounts paid or payable for accrued interest or accrued        
dividends; and (B) insofar as it consists of property other than        
cash, be computed at the fair value thereof at the time of such        
issue, as determined in good faith by the Board of Directors.        
        
(1)   Options and Convertible Securities. The consideration        
per share received by the Corporation for Additional Shares        
of Common Stock deemed to have been issued pursuant to        
Section 2.c.(2), relating to Options and Convertible        
Securities, shall be determined by dividing (x) the total        
amount, if any, received or receivable by the Corporation as        
consideration for the issue of such Options or Convertible        
Securities, plus the minimum aggregate amount of additional        
consideration (as set forth in the instruments relating thereto,        
without regard to any provision contained therein for a        
subsequent adjustment of such consideration) payable to the        
Corporation upon the exercise of such Options or the        
conversion or exchange of such Convertible Securities or in        
the case of Options for Convertible Securities, the exercise of        
such Options for Convertible Securities and the conversion or        
exchange of such Convertible Securities, by (y) the maximum        
number of shares of Common Stock (as set forth in the        
instruments relating thereto, without regard to any provision        
contained therein for a subsequent adjustment of such        
number) issuable upon the exercise of such Options or the        
conversion or exchange of such Convertible Securities.        
        
(5)	Adjustment for Dividends. Distributions.        
Subdivisions. Combinations or Consolidation of Common        
Stock.        
        
(a)	Stock Dividends. Distributions or Subdivisions. In        
the event the Corporation at any time or from time to time        
after the Original Issue Date shall declare or pay any        
dividend, or make any other distribution on the Common        
Stock, payable in Common Stock or effect a subdivision of the        
outstanding shares of Common Stock (by reclassification or        
otherwise than by payment of a dividend in Common Stock),        
then and in any such event, the Minimum and Maximum        
Conversion Prices shall be proportionately decreased to        
reflect such dividend, distribution or subdivision as of: (A) in        
the case of any such dividend or distribution, immediately        
after the close of business on the record date for the        
determination of holders of any class of securities entitled to        
receive such dividend or distribution, or (B) in the case of any        
such subdivision, at the close of business on the date        
immediately prior to the date upon which such corporate        
action becomes effective.        
        
(b)	Combinations or Consolidations. In the event the        
outstanding shares of Common Stock shall be combined or        
consolidated, by reclassification or otherwise, into a lesser        
number of shares of Common Stock, the Minimum and        
Maximum Conversion Prices in effect immediately prior to        
such combination or consolidation shall, concurrently with        
the effectiveness of such combination or consolidation, be        
proportionately increased.        
        
(6)	Adjustment for Reclassification or Reorganization.        
In case of any capital reorganization or reclassification of the        
capital stock of the Corporation (other than a reclassification        
covered in Section 2. c. (5)(b)), each share of Series B        
Preferred shall thereafter be convertible into the number of        
shares of stock or other securities or property to which a        
holder of the number of shares of Common Stock of the        
Corporation deliverable upon conversion of such Series B        
Preferred would have been entitled upon such reorganization        
or reclassification. In any such case, appropriate adjustment        
(as determined by the Board of Directors) shall be made in        
the application of these provisions set forth with respect to the        
rights and interest thereafter of the holders of the Series B        
Preferred, to the end that these provisions (including        
provisions with respect to changes in and other adjustments        
of the Conversion Price) shall thereafter be applicable, as        
nearly as reasonably may be, in relation to any shares of stock        
or other property thereafter deliverable upon the conversion of        
the Series B Preferred.        
        
(7)	No Impairment. The Corporation will not, by        
amendment, of its Articles of Incorporation or through any        
reorganization, transfer of assets, consolidation, merger,        
dissolution, issue or sale of securities or any other voluntary        
action, avoid or seek to avoid the observance or performance        
of any of the terms to be observed or performed hereunder by        
the Corporation but will at all times in good faith assist in the        
carrying out of all the provisions of this Section 2 and in the        
taking of all such action as may be necessary or appropriate        
in order to protect the Conversion Rights of the holders of the        
Series B Preferred against impairment.        
        
(S)	Certificate as to Adjustments. Upon the occurrence        
of each adjustment or readjustment of the Adjusting        
Percentage and the Minimum and Maximum Conversion        
Prices pursuant to this Section 2, the Corporation at its        
expense shall promptly compute such adjustment or        
readjustment in accordance with these terms and furnish to        
each holder of Series B Preferred a certificate setting forth        
such adjustment or readjustment and showing in detail the        
facts upon which such adjustment or readjustment is based.        
The Corporation shall, upon the written request at any time of        
any holder of Series B Preferred, furnish or cause to be        
furnished to such holder a like certificate setting forth (i) such        
adjustments and readjustments, (ii) the Minimum and        
Maximum Conversion Prices and the Adjusting Percentage at        
the time in effect, and (iii) the number of shares of Common        
Stock and the amount, if any, of other property which at the        
time would be received upon the conversion of Series B        
Preferred.        
        
(9)	Notices of Record Date. In the event of (i) any taking        
by the Corporation of a record date of the holders of any class        
of securities for the purpose of determining the holders        
thereof who are entitled to receive any dividend (other than a        
cash dividend which is the same as cash dividends paid in        
previous quarters) or other distribution, or (ii) any capital        
reorganization of the Corporation, any reclassification or        
recapitalization of the capital stock of the Corporation, any        
merger or consolidation of the Corporation, and any transfer        
of all or substantially all of the assets of the Corporation to        
any other corporation, or any other entity or person, or any        
voluntary or involuntary dissolution, liquidation or winding        
up of the Corporation, the Corporation shall mail to each        
holder of Series B Preferred at least twenty (20) days (thirty        
(30) days in the case of an acquisition of the Corporation        
through a merger or consolidation of the Corporation or the        
sale of all or substantially all of its assets and properties) prior        
to the record date specified therein, a notice specifying (A)        
the date on which any such record is to be taken for the        
purpose of such dividend or distribution and a description of        
such dividend or distribution, (B) the date on which any such        
reorganization, reclassification, transfer, consolidation,        
merger, dissolution, liquidation or winding up is expected to        
become effective, and (C) the time, if any, that is to be fixed,        
as to when the holders of record of Common Stock (or other        
securities) shall be entitled to exchange their shares of        
Common Stock (or other securities) for securities or other        
property deliverable upon such reorganization,        
reclassification, transfer, consolidation, merger, dissolution,        
liquidation or winding up.        
        
(10)	Common Stock Reserved. The Corporation shall        
reserve and keep available out of its authorized but unissued        
Common Stock such number of shares of Common Stock as        
shall be sufficient to effect conversion of the Series B        
Preferred. The number of shares so reserved shall be        
determined and revised twice a year, as of January 1 and June        
30.        
        
d.	Additional Adjustments to Conversion Price. In the        
event that within the period beginning on the day after the        
date that shares of the Series B Preferred are first issued, and        
ending on and including the one hundred eighty-first (181st)        
day following the date that shares of the Series B Preferred        
are first issued, the Corporation fails to obtain an aggregate of        
Five Million and No/100 Dollars ($5,000,000.00) in        
Qualified Capital (as hereinafter defined) the Minimum        
Conversion Price and the Maximum Conversion Price shall        
be reduced by Fifty Cents ($0.50). As used herein, the term        
"Qualified Capital" shall mean any combination of the        
following (1) the proceeds (net of commissions and selling        
expenses) from the sale of capital stock of the Corporation        
and (2) up to Two Million Five Hundred Thousand and        
No/100 ($2,500,000.00) in aggregate principal amount of a        
revolving loan facility entered into with an institutional        
lender, provided that such facility (A) commences during the        
aforesaid period ending on the one hundred eighty-first        
(181st) day following the date that the shares of Series B        
Preferred are first issued, (B) has an expiration date of no less        
than twelve (12) months from the date such facility first        
commences (the "Available Period") and (C) shall entitle the        
Corporation to borrow, repay and reborrow such principal        
amount during the Available Period under terms and        
conditions usual for such facilities.        
        
3.    Voting Rights. Except as otherwise expressly provided        
herein or as required by law, each        
holder of Series B Preferred shall be entitled to vote on all        
matters submitted to the shareholders        
of the Corporation for a vote, as though the Common Stock        
and the Series B Preferred constituted        
a single class of stock, provided that the holder of a share of        
Series B Preferred shall be entitled        
to vote together with the Common Stock as if such holder        
held four (4) of shares of Common Stock for each of his        
shares of Series B Preferred then convertible in accordance        
with Section 2 above.        
        
4.	Dividend Rights. There shall be no dividends        
payable on the Series B Preferred.        
        
5.    Board Participation. The Board of Directors shall consist        
of not more than seven (7) members., four (4) of which shall        
be elected by holders of Series B Preferred as a class. At least        
two (2) of the director(s) elected by holders of Series B        
Preferred as a class shall be mandatory member(s) of the        
Compensation Committee of the Board of Directors.        
        
6.	Optional Redemption.        
        
a.	Election. At any time after August 19, 1997, in the        
event that the closing bid price for the Common Stock quoted        
on the Nasdaq Stock Market or any exchange on which the        
Common Stock is listed (or the closing bid price of the        
Common Stock quoted in the Over-the-Counter Market        
Summary if not on the Nasdaq system or an exchange)        
exceeds Seven and No/100 Dollars ($7.00) per share for forty        
(40) consecutive trading days, the Corporation may redeem        
all but not less than all of the shares of Series B Preferred that        
are then issued and outstanding, at a redemption price equal        
to the Original Issue Price therefor, upon sending written        
notice of such redemption to each holder of the Series B        
Preferred in the manner set forth herein on the day        
immediately following such forty (40) consecutive trading        
days. The Corporation may not redeem any shares of Series B        
Preferred unless funds are then legally available for the        
redemption of all shares of the Series B Preferred. Holders of        
shares of the Series B Preferred shall continue to be entitled        
to convert such shares into Common Stock prior to the        
Optional Redemption Date (as hereinafter defined).        
        
b.	Notice. Notice of redemption shall be sent by        
certified or registered mail (return receipt requested), postage        
prepaid to each holder of record of shares of Series B        
Preferred at such holder's address as it appears on the records        
of the Corporation. Such notice shall specify the date set for        
redemption (the "Optional Redemption Date"), which date        
shall be at least thirty-five (35) days following the date upon        
which the Corporation has sent notice of redemption and no        
greater than forty-five (45) days following the date upon        
which the Corporation has sent notice of redemption. Any        
holder of shares of Series B Preferred who converts such        
shares during any period in which there is notice of        
redemption outstanding under this Section 6 shall be deemed,        
for all purposes, to have reduced the number of shares of        
Series B Preferred to be redeemed from him by the number of        
shares so converted. In the event that a notice of redemption        
is given under this Section 6, the Corporation shall be obliged        
to redeem all of the shares of the Series B Preferred on the        
Optional Redemption Date by payment of the Original Issue        
Price or Original Issue Prices therefor as provided herein,        
subject to such shares being previously converted by the        
holder as provided above. Upon such redemption and        
payment as provided herein, the holder of the shares of Series        
B Preferred shall have no further right or interest in such        
shares.        
        
c.	Rights Following Redemption. If, on or before the        
Optional Redemption Date the funds necessary for such        
redemption shall have been set aside by the Corporation and        
deposited with a bank or trust company, in trust for the pro        
rata benefit of the holders of the shares of Series B Preferred,        
then, notwithstanding that any certificates for such shares        
shall not have been surrendered for cancellation, the shares        
represented thereby shall no longer be deemed outstanding        
from and after the Optional Redemption Date, and all rights        
of holders of such shares shall forthwith, after the Optional        
Redemption Date, cease and terminate, excepting only the        
right to receive the redemption funds therefor to which they        
are entitled, but without interest. Any interest accrued on        
funds so deposited and unclaimed by shareholders entitled        
thereto shall be paid to the Corporation from time to time. In        
case the holders of shares of Series B Preferred shall not,        
within six years after the Optional Redemption date, claim        
the amounts so deposited with respect to the redemption        
thereof, any such bank or trust company shall, upon demand,        
pay over to the Corporation such unclaimed amounts and        
thereupon such bank or trust company shall be relieved of all        
responsibility in respect thereof to such holder and such        
holder shall look only to the Corporation for the payment        
thereof. Any funds so deposited with a bank or trust company        
which shall not be required for such redemption by reason of        
the exercise subsequent to the date of such deposit of the right        
of conversion thereof, or otherwise, shall be returned to the        
Corporation forthwith.        
        
d.	Rights Upon Failure to Redeem. If the Corporation        
for any reason fails to redeem any of the shares of Series B        
Preferred in accordance with this Section 6 on the Optional        
Redemption Date, then notwithstanding anything to the        
contrary contained in this Certificate of Incorporation, all        
shares of Series B Preferred then outstanding shall continue        
to be entitled to the conversion and other rights, preferences        
and privileges of the Series B Preferred until such shares have        
been redeemed and the Optional Redemption Price has been        
paid or otherwise set aside with respect thereto.        
        
7.	Mandatory Redemption.        
        
a.	Election. In the event that the sum of the        
Corporation's EBITDA (as hereinafter defined) for the years        
ended December 31, 1996 and December 31, 1997 is less        
than Five Million and No/l00 Dollars ($5,000,000.00), each        
holder of shares of the Series B Preferred shall have the right        
to require the Corporation to redeem such holder's shares at a        
per share redemption price (the "Mandatory Redemption        
Price") equal to the sum of (i) the Original Issue Price        
therefor, plus (ii) a rate of return on investment for the period        
commencing on the Original Issue Date therefor and ending        
on the Mandatory Redemption Date (as hereinafter defined),        
equal to the product of (1) the Original Issue Price therefor        
and (2) Twelve Percent (12%) per annum. Each holder        
desiring to require the Corporation to redeem such holder's        
shares of Series B Preferred shall give written notice thereof        
to the Corporation at its principal office at least ten (10) days        
before the requested date of redemption (the "Mandatory        
Redemption Date").  Upon the Mandatory Redemption Date,        
such holder shall surrender the certificate or certificates for        
his shares of the Series B Preferred, duly endorsed, at the        
office of the Corporation in exchange for payment of        
the Mandatory Redemption Price. Upon redemption and        
payment as provided herein, such holder shall have no further        
interest in the Series B Preferred.        
        
b.	Available Funds. If at the time at which redemption        
is demanded sufficient funds are not legally available for such        
redemption on the Mandatory Redemption Date to redeem all        
of the shares of Series B Preferred then required to be        
redeemed, any and all such unredeemed shares shall        
thereafter be promptly redeemed, at such time and to the        
extent that funds of the Corporation become legally available        
therefor. The shares of the Series B Preferred that are subject        
to redemption but that have not been redeemed and as to        
which the Mandatory Redemption Price is not paid due to        
insufficient legally available funds, or otherwise, shall        
continue to be entitled to the conversion and other rights,        
preferences and privileges of the Series B Preferred until such        
shares have been redeemed and the Mandatory Redemption        
Price has been paid with respect thereto. In the event that        
insufficient funds are legally available on any Mandatory        
Redemption Date to redeem all shares of Series B Preferred        
for which the holders thereof have required redemption, the        
number of shares to be redeemed of each holder of shares of        
Series B Preferred that has requested redemption on such        
Mandatory Redemption Date shall be determined by the        
Board of Directors, acting in good faith, considering the        
funds available for redemption and the Original Issue Prices        
of the shares to be redeemed, and with the intent to redeem a        
pro rata number of shares from each holder based upon the        
aggregate number of shares held by such holder.        
        
c.	EBITDA. As used herein the term "EBITDA" means        
the sum of the Corporation's (i) net income (or net loss) from        
continuing operations (excluding extraordinary items of        
income or expense), plus (ii) all interest expense, plus (iii)        
income tax expense, plus (iv) depreciation expense, plus (v)        
amortization expense. All calculations shall be in accordance        
with generally accepted accounting principles (as in effect        
from time to time in the United States of America),        
consistently applied, and shall be based upon the        
Corporation's audited year end financial statements for the        
years for which such calculations are being made.        
        
8.    Other Rights and Privileges. So long as any shares of        
Series B Preferred shall be        
outstanding, the Corporation shall not, without first obtaining        
the affirmative vote or written        
consent of the holders of more than fifty (50%) percent of the        
then outstanding shares of Series        
B Preferred:        
        
a.	alter, change or amend the preferences, rights,        
privileges or powers of, or the restrictions provided for the        
benefit of, the Series B Preferred generally;        
        
b.	authorize, create or issue any other class of stock or        
series of Preferred Stock or other equity securities having any        
preference or priority as to dividends or assets upon        
liquidation superior to or on a parity with any such preference        
or priority of the Series B Preferred;        
        
c.	merge into another corporation or entity with the        
result that the holders of capital stock of the Corporation after        
giving effect to the exercise of all then exercisable Options        
and Convertible Securities would own less than fifty (50%)        
percent of  the capital voting stock of the surviving entity or        
sell all or substantially all of the assets of the Corporation;        
        
d.	pay or declare any dividend or distribution on any        
shares of Common Stock or other securities of the        
Corporation;        
        
e.	increase or decrease the number of directors        
constituting the Board of Directors;        
        
f.	apply any of its assets to the redemption, retirement,        
purchase or other acquisition directly or indirectly, through        
subsidiaries, if any, or otherwise, of any shares of its capital        
stock; or        
        
g.	effect a recapitalization or reorganization or        
reclassification of the capital stock of the Corporation.        
        
        
IN WITNESS WHEREOF, the undersigned, being the duly        
authorized President of the Corporation, has executed and        
delivered this Certificate on this 16th day of August, 1996.        
        
SHARED TECHNOLOGIES CELLULAR, INC.        
        
        
 By: ____________________________________                                      
 President        
       
       
	SERIES B CONVERTIBLE PREFERRED STOCK         
	PURCHASE AGREEMENT        
        
        
	This Agreement dated as of August 19, 1996 is by        
and among Shared Technologies Cellular, Inc., a Delaware        
corporation, with its principal place of business in        
Wethersfield, Connecticut (the "Company"), those purchasers        
identified in Exhibit A attached hereto (individually, a        
"Purchaser" and collectively, the "Purchasers"), and        
International Capital Partners, Inc., a Connecticut        
corporation with its principal place of business in Stamford,        
Connecticut ("ICP").        
        
	In consideration of the mutual promises and        
covenants contained in this Agreement, and intending to be        
legally bound by the terms and conditions of this Agreement,        
the parties hereto hereby agree as follows:         
        
	Authorization and Sale of Series B Convertible        
Preferred Stock and Warrant        
        
		Authorization of Series B Preferred Stock.         
The Company has duly authorized the sale and issuance of up        
to One Million Two Hundred Fifty Thousand (1,250,000)        
shares of its Series B Convertible Preferred Stock, $.01 par        
value per share (the "Series B Stock"), having the rights,        
restrictions, privileges and preferences set forth in the        
Certificate of Designations, Preferences and Rights of Series        
B Convertible Preferred Stock, a copy of which is attached        
hereto as Exhibit B (the "Certificate of Designations").  The        
Company has duly filed with the Secretary of State of the        
State of Delaware such Certificate of Designations.        
        
		Authorization of Warrants.  The Company        
has duly authorized the issuance of  warrants (the        
"Warrants") entitling the holder or holders thereof to        
purchase an aggregate number of shares of the Company's        
Common Stock, $.01 par value (the "Common Stock"), equal        
to the aggregate number of shares of common stock issuable        
upon conversion of such holder's or holders' shares of Series        
B Stock into Common Stock, at a per share exercise price        
equal to Three and No/100 Dollars ($3.00). Upon each        
conversion of shares of Series B Stock into Common Stock by        
any holder thereof, the Company shall issue Warrants to such        
holder, entitling such holder to purchase thereunder a number        
of shares of Common Stock equal to the number of shares        
issued to such holder upon such holder's conversion of such        
shares of Series B Stock into Common Stock.  Each such        
Warrant shall be in the form of Exhibit C, with appropriate        
insertions.         
       
        
		Sale of Series B Preferred Stock to the        
Purchasers.  Subject to the terms and conditions of this        
Agreement, the Company hereby sells and issues to each        
Purchaser, and each Purchaser hereby severally purchases        
from the Company, at a purchase price of $10 per share, the        
number of shares of Series B Stock that appears in front of        
such Purchaser's name in Exhibit A, for an aggregate of        
250,000 shares of the Series B Stock and an aggregate        
purchase price of $2,500,000 (the "Aggregate Purchase        
Price").        
        
		Advisory Fees.  Subject to the terms and        
conditions of this Agreement, the Company agrees to pay ICP        
at the Closing (as hereinafter defined) a cash fee equal to 5%        
of the Aggregate Purchase Price (the "Initial Advisory Fee").         
In the event that during the period ending on the one hundred        
eightieth (180th) day following the Closing, the Company        
pays or becomes obligated to pay any broker or financial        
intermediatory compensation for any equity financing made        
or to be made in the Company (an "Equity Financing") and        
the amount of such compensation is greater than 5% of the        
gross amount of such Equity Financing, the Company shall        
promptly pay ICP such additional compensation (the        
"Supplemental  Advisory Fees") so that, together with all        
amounts previously paid to ICP pursuant to this Section, the        
percentage of the Aggregate Purchase Price received by ICP        
as compensation  pursuant to this Section shall equal the        
same percentage of the gross amount of the Equity Financing        
that was paid or is payable to such other broker or financial        
intermediary.        
        
		Use of Proceeds.  The Company shall use        
the net proceeds from the sale of the Series B Stock for the        
purposes of and in a manner consistent with Exhibit D,        
attached hereto.        
        
	The Closing.  The closing (the "Closing") of the sale        
and purchase of the Series B Stock pursuant to this        
Agreement has taken place simultaneously with the execution        
of this Agreement at the Hartford offices of Pepe & Hazard,        
counsel for ICP.  The date of the Closing is hereinafter        
referred to as the "Closing Date." At the Closing, the        
Company has delivered to each Purchaser a stock certificate        
representing the shares of Series B Stock acquired hereby,        
registered in the name of such Purchaser (or its nominee) and        
the Purchasers have delivered to the Company the purchase        
price for the shares of Series B Stock acquired hereby.  The        
Company also has delivered: (i) the Initial Advisory Fee to        
ICP, (ii) the documents set forth in Section 5 to its        
Purchasers, and (iii) the fees and disbursements of ICP's        
counsel which were reflected on statements of such counsel        
delivered at or before Closing (the Company shall promptly        
pay additional fees and disbursements of such counsel which        
were not reflected in such statements upon receipt of        
supplemental statements from such counsel after the Closing).        
        
	Representations and Warranties of the Company.         
Except as disclosed in the Disclosure Schedule hereto by        
reference to specific sections of this Agreement, the Company        
hereby represents and warrants to the Purchasers as follows:        
        
		Organization and Corporate Power  The        
Company is a corporation duly organized, validly existing        
and in good standing under the laws of the State of Delaware        
and is qualified to do business as a foreign corporation in        
each jurisdiction in which such qualification is required,        
except where the failure to so qualify would not have a        
material adverse effect on the condition (financial or        
otherwise) of the Company.  The Company has all required        
corporate power and authority to own its property, to carry on        
its business as presently conducted or contemplated, to enter        
into and perform the obligations incurred or to be incurred        
under this Agreement and the Warrants, and generally to        
carry out the transactions contemplated hereby.  The copies of        
the Restated Certificate of Incorporation, the amendments to        
the Certificate of Incorporation, and the Certificate of        
Designations (together, the "Certificate") and Bylaws of the        
Company, as amended to date, that have been furnished to        
counsel for the Purchasers by the Company, are correct and        
complete at the date hereof.  Except as set forth in the        
Disclosure Schedule, the Company is not in violation of (a)        
any material agreement or instrument relating to accounts        
payable arising in the ordinary course of the Company's        
business, or (b) any term of the Certificate or By-laws, or (c)        
any term of any other agreement or  instrument, or any        
judgment, decree, order law, statute, rule, authorization or        
government regulation, in each case applicable to the        
Company or to which the Company is a party or by which it        
or any of its properties is bound.        
        
		Authorization.  This Agreement is and the        
Warrants when issued will be (the Agreement and the        
Warrants being collectively referred to as the "Financing        
Documents") the valid and binding obligations of the        
Company, enforceable in accordance with their terms, subject        
to applicable bankruptcy, insolvency, reorganization,        
moratorium and other similar laws affecting the rights and        
remedies of creditors generally and to the exercise of judicial        
discretion in accordance with general principles of equity.         
The execution, delivery and performance of the Financing        
Documents have been duly authorized by all necessary        
corporate or other action of the Company.  The issuance, sale        
and delivery of the Series B Stock, in accordance with this        
Agreement, the issuance and delivery of the Warrants and the        
shares of Common Stock issuable upon conversion of the        
Series B Stock and the issuance and delivery of the shares of        
Common stock issuable upon the exercise of the Warrants,        
have been duly authorized by all necessary corporate action        
on the part of the Company, and such Series B Stock,        
Warrants  and Common Stock have been reserved for        
issuance prior to the Closing.  The Series B Stock, the        
Warrants issuable upon conversion of the Series B Stock and        
the shares of Common Stock issuable upon conversion of the        
Series B Stock and upon the exercise of the Warrants, when        
issued upon such conversion or exercise, will be duly and        
validly issued, fully paid and non-assessable.  Other than        
required filings under applicable state securities laws, no        
consent, approval, or authorization of, or designation,        
declaration or filing with, any governmental authority or any        
other person or entity is required on the part of the Company        
in connection with the execution and delivery of the        
Financing Documents, or the issuance and delivery of the        
Series B Stock and the Warrants in accordance with the terms        
of this Agreement or the consummation of any other        
transaction contemplated hereby.        
        
		Capitalization.  The authorized capital stock        
of the Company (immediately prior to the Closing) consisted        
of (a) 10,000,000 shares of Common Stock, 4,598,402 of        
which shares are issued and outstanding, and (b) 5,000,000        
shares of Preferred Stock, zero (0) of which are issued and        
outstanding, and 1,000,000 of which have been reserved to be        
issued and sold pursuant to this Agreement and to other        
investors.  All of the issued and outstanding shares of the        
Company's capital stock have been duly authorized and        
validly issued and are fully paid and non-assessable and all        
securities previously issued and sold by the Company were        
issued and sold in compliance with applicable Federal and        
state securities laws.  Except as set forth in the Disclosure        
Schedule, no other shares of the Company's capital stock or        
securities convertible into or exchangeable for shares of the        
Company's capital stock have been issued or reserved for        
issuance, and except as contemplated by the Financing        
Documents, (a) no subscription, warrant, option, convertible        
security or other right (contingent or otherwise) to purchase        
or acquire any shares of capital stock of the Company is        
authorized or outstanding, (b) there is not any commitment or        
offer of the Company to issue any subscription, warrant (other        
than the Warrants), option, convertible security or other such        
right to issue or distribute to holders of any shares of its        
indebtedness or assets of the Company, (c) the Company has        
no obligation (contingent or otherwise) to purchase, redeem        
or otherwise acquire any shares of its capital stock or any        
interest therein or to pay any dividend or make any other        
distribution in respect thereof, and (d) there are no        
restrictions on the transfer of the Company's capital stock        
other than those arising from federal and state securities laws.         
Except as contemplated by this Agreement, no person or        
entity is entitled to (a) any preemptive or similar right with        
respect to issuance of any capital stock of the Company, or (b)        
any rights with respect to the registration of any capital stock        
of the Company under the Securities act of 1933, as amended.        
        
		Stockholder Agreements.  The Disclosure        
Schedule contains a list of all shareholders holding five per        
cent (5%) or more of the issued and outstanding shares of        
capital stock of the Company, and of all the holdings of        
capital stock of the Company owned beneficially or of record        
by officers and directors of the Company. There are no        
agreements, written or oral, between the Company and any of        
the holders of the Company's capital stock, or between or        
among any holders of the Company's capital stock, relating to        
the acquisition, disposition or voting of such capital stock.        
        
		Subsidiaries. Except as set forth in the        
Disclosure Schedule, the Company has no subsidiaries and        
does not own directly or indirectly, any interest in any        
corporation, association or business entity.        
        
		SEC Filings.	  Except as set forth in the        
Disclosure Schedule, the Company has timely filed all reports        
and other documents required to be filed pursuant to the        
Securities Exchange Act of 1934, as amended (the "1934        
Act"), the Securities Act of 1933, as amended (the "1933        
Act"), and rules and regulations promulgated thereunder.  No        
filing made under the 1933 Act, or the 1934 Act contains any        
false or misleading statement or omits to include any        
statement necessary to make the statements therein contained        
not misleading.        
        
		Projections; Financial Statements.  The        
Company has furnished to the Purchasers a correct and        
complete copy of the Company's financial projections for the        
year(s) ending December 31, 1996 and December 31, 1997, a        
copy of which are attached hereto as Exhibit E (the        
"Projections").  The Projections were prepared based upon        
good faith assumptions and represents the Company's        
reasonable estimate of future results based on information        
available as to the date of the Projections.  Included in the        
Disclosure Schedule are (a) the audited balance sheet of the        
Company ("Balance Sheet") as of December 31, 1995 (the        
"Audited Balance Sheet Date") and related statements of        
operations, statements of stockholder's equity and statements        
of cash flows for the then year ending, and (b) the Company's        
Form 10Q for the period ending June 30,1 996 (collectively,        
the "Financial Statements").  The Financial Statements        
(including the footnotes thereto) were prepared in accordance        
with generally accepted accounting principles consistently        
applied during the periods covered thereby, are correct,        
complete and in accordance with the books and records of the        
Company in all material respects, and fairly and accurately        
present the financial position of the Company on the dates of        
such statements and the results of its operations for the        
periods covered thereby.        
        
       
		Absence of Undisclosed Liabilities.  Except        
as and to the extent expressly disclosed in the Financial        
Statements, the Company does not know of any liabilities of a        
type required under generally accepted accounting principles        
to be disclosed therein as of the respective dates thereof.        
        
		Absence of Certain Developments. Since        
the Audited Balance Sheet Date, other than as previously        
disclosed to ICP, there has been (a) no material adverse        
change in the condition (financial or otherwise) of the        
Company or in the assets, liabilities, properties or business of        
the Company, (b) no declaration, setting aside or payment of        
any dividend or other distribution with respect to, or any        
direct or indirect redemption or acquisition of any of the        
capital stock of the Company, (c) no waiver of any material        
right of the Company or cancellation of any material debt or        
claim held by the Company, (d) no loan by the Company to        
any officer, or director, employee or stockholder of the        
Company, or any agreement or commitment therefor, (e) no        
material loss, destruction or damage to any property of the        
Company whether or not insured, (f) no labor disputes        
involving the Company and no material change in the        
personnel of the Company or the terms and conditions of        
their employment, and (g) otherwise than for fair value and in        
the ordinary course of business no acquisition or disposition        
of any assets (or any contract or arrangement therefor), nor        
any other transaction by the Company.        
        
		Title to Properties.  Except as otherwise        
disclosed in the Disclosure Schedule, the Company has good        
and marketable title to, or a valid leasehold interest in, all of        
the properties and assets owned or used by it or located on its        
premises, free and clear of all liens, restrictions or        
encumbrances.  All machinery, equipment and other tangible        
assets included in such properties is in good condition and        
repair, reasonable wear and tear excepted, and all leases of        
real or personal property to which the Company is a party are        
fully effective and afford the Company peaceful and        
undisturbed possession of the subject matter of the lease.  The        
Company is not in violation of any zoning, building or safety        
ordinance, regulation or requirement or other law, or        
regulation applicable to the operation of its owned properties.         
The Company, in its capacity as lessee, is not in violation of        
any zoning, building or safety ordinance, regulation or        
requirement or other law or regulation applicable to the        
operation of its leased properties, nor has it received any        
notice of violation with which it has not complied, where        
such violation would have a material adverse effect on the        
Company's condition (financial or otherwise), properties or        
business.        
        
		Tax Matters.  Except as set forth in the        
Disclosure Schedule, to its knowledge, the Company has filed        
all foreign, federal, state and local income, excise or franchise        
tax returns, real estate and personal property tax returns, sales        
and use tax returns and other tax returns required to be filed        
by it and has paid all taxes owed by it, except taxes which        
have not yet accrued or otherwise become due, or for which        
adequate provision has been made in the pertinent Financial        
Statements.  The provision for taxes on the Balance Sheet is        
sufficient as of its date for the payment of all accrued and        
unpaid federal, state, county and local taxes of any nature of        
the Company, and any applicable taxes owing to any foreign        
jurisdiction, whether or not assessed or disputed.  All taxes        
and other assessments and levies which the Company is        
required to withhold or collect have been withheld and        
collected and have been paid over to the proper governmental        
authorities.  With regard to the income tax returns of the        
Company, the Company, has not received notice of any audit        
or of any proposed deficiencies from any taxing authority, and        
no controversy with respect to taxes of any type is pending or,        
to the knowledge of the Company threatened.  There are in        
effect no waivers of applicable statutes of limitations with        
respect to any taxes owed by the Company for any year.        
        
		Contracts and Commitments.  Included as        
part of the Supplemental Disclosure Schedule to be delivered        
to the Purchasers within thirty days following the Closing        
will be  a list of all agreements of any nature to which the        
Company is a party or by which it or any of its properties are        
bound which are material to the conduct and operations of its        
business and properties.  All such agreements are valid,        
binding and in full force and effect.  Except as will be set        
forth in the Supplemental Disclosure Schedule, the Company        
(a) is not a party to any material contract, obligation or        
commitment, and (b) does not have any (i) employment        
contracts other than the employment agreements with its        
corporate officers, members of its board of directors, and        
certain division directors (collectively, the "Key Employees");        
(ii) stock redemption or purchase agreements; (iii) financing        
agreements; (iv) licenses; (v) distributor or sales        
representative agreements; (vi) agreements with officers,        
directors, employees or shareholders of the Company or        
persons or organizations related to or affiliated with any such        
persons; (vii) leases; (viii) agreements relating to product        
development; or (ix) pension, profit-sharing, retirement or        
stock option plans.  To the Company's knowledge, no Key        
Employee is a party to any outstanding contract, obligation or        
commitment with any prior employer.  Neither the Company        
nor any of its employees, officers or directors is a party to any        
oral or written contract or agreement prohibiting them from        
freely competing or engaging in the business or businesses of        
the Company anywhere in the world except for any such        
agreements between the Company and its employees.  The        
Company is not in default under any material contract,        
obligation or commitment, and to the best knowledge of the        
Company, there is no state of facts which upon notice or lapse        
of time or both would constitute such a default.  To the best        
knowledge of the Company, no Key Employee is in default        
under any contract, obligation or commitment with any of        
their former employers, the effect of which default could have        
a materially adverse effect upon the Company, and to the best        
knowledge of the Company, there is no state of facts which        
upon notice or lapse of time or both would constitute such a        
default.  The Company is not a party to any contract or        
arrangement which under circumstances now foreseeable is        
likely to have a material adverse effect on the business,        
properties or prospects of the Company.        
        
		Proprietary Rights; Employee Restrictions.         
Except as disclosed in the Disclosure Schedule,  the Company        
has ownership of or license to use all patent, copyright,        
trademark or other proprietary rights used or to be used in its        
business as presently conducted or contemplated and, to the        
best knowledge of the Company, neither the present nor        
contemplated business, activities or products of the Company        
infringe any such patent, copyright, trademark or other        
proprietary rights of others.  The Company has not received        
any notice or other claim from any person asserting that any        
of the Company's present or contemplated activities infringe        
or may infringe any such rights of such person.  To the best        
knowledge of the Company, the Company has the right to        
use, free and clear of claims or rights of others, all trade        
secrets and know-how, including without limitation:         
customer lists, manufacturing processes, hardware designs,        
programming processes, software and other trade secrets or        
know-how required for or incident to its products or its        
business as presently conducted or contemplated.  The        
Company has taken all steps required to establish and        
preserve its ownership of all copyright, trade secret and other        
proprietary rights with respect to its products and technology.         
The Company is not aware of any infringement by others of        
its copyrights, trademarks or other proprietary rights in any of        
its products, technology or services, or any violation of the        
confidentiality of any of its proprietary information.  To the        
best knowledge of the Company, the Company is not making        
unlawful use of any confidential information or trade secrets        
of any past or present employees of the Company.  To the best        
knowledge of the Company, the activities of the Company's        
employees on behalf of the Company do not violate any        
agreements or arrangements known to the Company which        
any such employees may have with former employers.        
        
		Effect of Transactions.  The execution,        
delivery and performance by the Company of this Agreement        
and the offering, issuance and sale of (a) the Series B Stock,        
(b) the Warrants and the Common Stock issuable upon        
conversion of the Series B Stock and (c) the Common Stock        
issuable upon the exercise of the Warrants do not and will not        
conflict with or result in any violation of, breach of or default        
under any contract, obligation or commitment of the        
Company, or any charter provision, by-law or corporate        
restriction of the Company, or result in the creation of any        
lien, charge, security interest or encumbrance of any nature        
upon any of the properties or assets of the Company, except        
pursuant to this Agreement, or violate any instrument,        
agreement, judgment, decree, order, statute, rule or        
governmental regulation applicable to the Company or to        
which the Company is a party or by which it or any of its        
properties is bound.        
        
		Litigation.  Except as otherwise disclosed in        
the Disclosure Schedule, there is no action, suit, proceeding        
or claim or governmental inquiry pending or, to the best        
knowledge of the Company, threatened (a) against the        
Company or otherwise affecting any of its properties or assets,        
or (b) against any director, officer or Key Employee which        
may materially and adversely effect the business, properties,        
assets or financial condition of the Company or (c) which        
may call into question the validity, or materially hinder the        
enforceability or performance, of the Financing Documents,        
nor, to the best knowledge of the Company, has there        
occurred any event or does there exist any condition on the        
basis of which such action, suit, proceeding, inquiry or        
investigation might properly be instituted.        
        
		Securities Laws.  Assuming the accuracy of        
the representations and warranties of the Purchasers        
contained in Section 4, the offer, issuance and sale of (a) the        
Series B Stock, (b) the Warrants issuable upon conversion of        
the Series B Stock, (c) the Common Stock issuable upon        
conversion of the Series B Stock and (d) the Common Stock        
issuable upon exercise of the Warrants in accordance with        
this Agreement are and will be in compliance with applicable        
federal and state securities laws, as presently in effect.        
        
		Business.  The Company has all necessary        
franchises, permits, licenses and other rights and privileges        
necessary to permit it to own its property and to conduct its        
business as is presently conducted or contemplated, and the        
absence of which would have a material adverse effect on the        
Company's business.        
        
		Books and Records.  The minute books of        
the Company contain complete and accurate records of all        
meetings and other corporate actions of its stockholders and        
its Board of Directors and committees thereof.  The stock        
ledger of the Company is complete and reflects all issuances,        
transfers, repurchases and cancellations of shares of capital        
stock of the Company.        
18	        
		Environmental Compliance.  The Company        
(a) has never violated, and is presently in compliance with,        
all federal, state, and local environmental and health and        
safety laws, rules, regulations, ordinances, and by-laws        
("Environmental Laws") applicable to its business and        
properties; (b) has not generated, manufactured, refined,        
transported, treated, stored, handled, disposed of, transferred,        
produced, or processed any pollutant, toxic substance,        
hazardous waste, hazardous substance, hazardous material,        
oil, or petroleum product ("Hazardous Materials") as defined        
under any Environmental Law, or any solid waste, and has no        
knowledge of the release or threat of release of any Hazardous        
Materials from its products, properties or facilities; (c) has        
not (i) entered into or been subject to any consent decree,        
compliance order, or administrative order with respect to any        
environmental or health and safety matter relating to its        
business or any of its properties of facilities, (ii) received        
notice under the citizen suit provision of any Environmental        
Law in connection with its business or any of its properties or        
facilities, (iii) received any request for information, notice,        
demand letter, administrative inquiry, or formal or informal        
complaint or claim with respect to any environmental or        
health and safety matter relating to its business or any of its        
properties or facilities, or (iv) been subject to or threatened        
with any governmental or citizen enforcement action with        
respect to any environmental or health and safety matter        
relating to its business or any of its properties or facilities,        
and has no reason to believe that any matters described in (i)-       
(iv) above will be forthcoming.  No lien has been imposed on        
any of the properties or facilities of the Company by any        
governmental agency at the federal state, or local level in        
connection with the presence of any Hazardous Materials.        
        
		Information Supplied to Purchasers.         
Neither this Agreement, the Disclosure Schedule and Exhibits        
attached hereto, the other Financing Documents nor any        
document, certificate, projection or statement furnished to the        
Purchasers by or on behalf of the Company contains any        
untrue statement of a material fact, and neither this        
Agreement, the Disclosure Schedule and Exhibits attached        
hereto, the other Financing Documents nor such other        
documents, projections, certificates and statements omits to        
state a material fact necessary in order to make the statements        
contained herein or therein not misleading.        
        
		Brokerage.  Except as set forth in Section        
1.4 hereof, there are no claims for and no person is entitled to        
any brokerage commissions, finder's fees or similar        
compensation in connection with the transactions        
contemplated by this Agreement from the Company or based        
on any arrangement or agreement made by or on behalf of the        
Company.        
        
		Employee Benefit Plans.  The Company        
does not maintain or contribute to any employee benefit plans        
other than the plans identified on the Supplemental        
Disclosure Schedule that the Company shall deliver within        
thirty days of the date hereof.. The Company is and has been        
in material compliance with the provisions of all laws or rules        
or regulations applicable to any employee benefit plan        
maintained or contributed to by the Company for the benefit        
of its employees and, to the best knowledge of the Company,        
there are no claims (other than routine claims for benefits)        
pending or threatened with respect to any of such employee        
benefit plans.  The Company does not maintain or contribute        
to, and has never maintained or contributed to, any qualified        
retirement plan that is subject to the minimum funding        
requirements of Section 412 of the United States Internal        
Revenue Code of 1986, as amended.  There are no unfunded        
obligations of the Company under any retirement, pension,        
profit-sharing or deferred compensation plan or program.         
The Company is not required to make any payments or        
contributions to any employee benefit plan pursuant to any        
collective bargaining agreement.  The Company has never        
maintained or contributed to any employee benefit plan        
providing or promising any health or other non-pension        
benefits to terminated employees.  For purposes of this        
Section, the term "Company" includes all entities that have        
controlled, have been under the control of, or have been under        
common control with, the Company.        
        
		Employees.  The Company is not aware that        
any officer, director, executive or key employee of or        
consultant to the Company has any plans to terminate his        
relationship to the Company.  The Company has complied in        
all material respects with all applicable laws relating to the        
employment of labor, including provisions relating to wages,        
laws, equal opportunity, collective bargaining and the        
payment of social security and other taxes.  None of the        
employees of the Company is represented by any labor union        
or covered by any collective bargaining agreements, the        
Company is not aware of any effort to establish a labor union        
or bargaining unit or similar organizational effort with        
respect to its employees, and there is no labor strike or other        
labor trouble pending or threatened and with respect to the        
Company.        
        
	Representations and Warranties of the Purchasers.        
        
	Each Purchaser represents and warrants to the        
Company as follows:        
        
		Investment.  Such Purchaser is acquiring        
the Series B Stock and the shares of Common Stock into        
which the Series B Stock are convertible, and such Purchaser        
will acquire the Warrants and the shares of Common Stock        
issuable upon the exercise of the Warrants, for its own        
account for investment and not with a view to, or for sale in        
connection with, any distribution thereof, nor with any        
present intention of distributing or selling the same; and,        
except for transfers permitted without provision of an opinion        
of counsel in conformity with the legend appearing on        
certificates representing the Series B Stock and that will        
appear on the Warrants.  Such Purchaser has no present or        
contemplated agreement, undertaking, arrangement,        
obligation, indebtedness or commitment providing for the        
disposition thereof.        
        
		Authority.  Such Purchaser (if a corporate        
entity) has full power and authority to execute, deliver and        
perform this Agreement in accordance with its terms.  Such        
Purchaser has not been organized, reorganized, or        
recapitalized specifically for the purpose of investing in the        
Company.  This Agreement is a valid and binding obligation        
of such Purchaser, enforceable in accordance with its terms,        
subject to applicable bankruptcy, insolvency, reorganization,        
moratorium and other similar laws affecting the rights and        
remedies of creditors generally and to the exercise of judicial        
discretion in accordance with general principles of equity.          
        
		Experience.  Such Purchaser has adequate        
net worth and means to provide for its current needs and        
contingencies and the financial capacity to sustain a complete        
loss of its investment in the Company.        
        
		Accredited Investor.  Such Purchaser is an        
"accredited investor" as defined in Rule 501 of Regulation D        
adopted under the Securities Act of 1933, as amended.        
        
	Conditions Precedent to Closing.  This Agreement        
shall be effective only upon the satisfaction of each condition        
precedent contained in this Section.  At or prior to the        
Closing the Company shall have delivered to the Purchasers        
the following, satisfactory in form and substance to each        
Purchaser:        
        
	1		An opinion from Gadsby &        
Hannah, counsel to the Company, dated as of the Closing        
date, addressed to the Purchasers, and substantially in the        
form attached hereto as Exhibit F;        
        
	2		Certified copies of the Certificate        
as amended, of the Company as in effect immediately prior to        
the Closing, and a certificate, as of the most recent        
practicable date, of the Secretary of State of the State of        
Delaware as to the Company's corporate good standing;         
        
	3		A certificate of the Secretary of the        
Company dated as of the Closing Date, certifying as to (i) the        
incumbency of officers of the Company executing the        
Financing Documents and all other documents executed and        
delivered in connection herewith, (ii) a copy of the By-Laws        
of the Company, as in effect on and as of the Closing Date,        
and (iii) a copy of the resolutions of the Board of Directors of        
the Company authorizing and approving the Company's        
execution, delivery and performance of the Financing        
Documents, all matters in connection with the Financing        
Documents, and the transactions contemplated thereby; and        
        
	4		All consents and waivers required        
in connection with the Company's issuance of the Series B        
Stock and the Warrants including, but not limited to, the        
consents and waivers of H.J. Meyers & Co., Inc.        
        
	 	Evidence satisfactory to ICP that (a) the        
Company is indebted to Shared Technologies Fairchild        
Incorporated ("STFI") in the amount of $2,500,000,        
(including without limitation a copy of the promissory notes        
evidencing such indebtedness), and  (b) concurrently with the        
issuance and sale and purchase of the Class B Stock by the        
Purchasers at the Closing, pursuant to terms and conditions        
substantially identical to the terms and conditions contained        
in this Agreement (including without limitation with respect        
to the issuance of warrants substantial identical to the        
Warrants), and otherwise satisfactory to ICP, (i) such        
$2,500,000 has been converted into 250,000 shares of Class B        
Preferred Stock at the conversion price of $10 per share, and        
(2) the right to warrants in connection with the terms of such        
indebtedness have been canceled.        
        
	6	 	All other documents, instruments        
and agreements that the Purchasers shall reasonably require        
in connection with this Agreement.        
        
	Certain Covenants of the Company.        
        
 .	A.  The Company covenants and agrees that for so        
long as ICP or one or more Purchasers, in the aggregate, own        
shares of capital stock comprising more than five percent        
(5%) of the of the voting power on matters properly brought        
for a vote of the shareholders of the Company  ("Voting        
Power") (for purposes of this Section 6, ownership of any        
options, warrants or convertible securities, including without        
limitation the Series B Stock, entitling the holder thereof to        
acquire record or beneficial ownership in shares of capital        
stock  shall be deemed ownership of the Voting Power of an        
equivalent number of shares of such capital stock), it will        
perform and observe the following covenants and provisions:        
        
		Financial Statements.  The Company will        
maintain books of account in accordance with generally        
accepted accounting principles applied on a consistent basis,        
keep full and complete financial records and furnish to ICP        
and Zesiger Capital Group LLC the following reports:        
        
		(a)			within fifteen        
(15) days after the date of such filing, copies of all documents        
filed by the Company with the SEC including, but not limited        
to, all reports on Forms 10-K, 10-Q, 8-K and their exhibits;         
		        
		(b)	 		within ten (10)        
days following the end of each calendar month, a divisional        
performance report for the month just ended in the format        
and form as set forth in Exhibit G, attached hereto, indicating        
the performance of each of the Company's divisions and        
comparing such performance to the Company's then        
applicable business plan targets; and        
        
		(c)			such other        
financial information as the Purchasers may reasonably        
request, including, without limitation, certificates of the        
principal financial officer of the Company concerning        
compliance with the covenants of the Company under this        
Section 6.1, other customary information and materials,        
including, without limitation, reports of adverse        
developments, management letters, communications with        
stockholders or directors, press releases, registration        
statements and any other reports filed by the Company, or by        
any of its officers and directors with respect to the Company,        
with a securities exchange or with the Securities and        
Exchange Commission.        
        
        
		Payment of Taxes, Compliance with Laws,        
etc..  The Company will pay and discharge all lawful taxes,        
assessments and governmental charges or levies imposed        
upon it or upon its income or property before the same shall        
become in default, as well as all lawful claims for labor,        
materials and supplies which, if not paid when due, might        
become a lien or charge upon its property or any part thereof;        
provided, however, that the Company shall not be required to        
pay and discharge any such tax, assessment, charge, levy, or        
claim so long as the validity thereof is being contested by the        
Company in good faith by appropriate proceedings and an        
adequate reserve therefor has been established on its books.         
The Company will use its best efforts to comply with all        
applicable laws and regulations in the conduct of its business        
including, without limitation, all Environmental Laws.        
        
		Insurance.  The Company will keep its        
insurable properties insured, upon reasonable business terms,        
by financially sound and reputable insurers against liability,        
and the perils of casualty, fire and extended coverage in        
amounts of coverage sufficient in the reasonable business        
judgment of the Company to protect the Company.  The        
Company will also maintain with such insurers insurance        
against other hazards and risks and liability to persons and        
property which, in the reasonable business judgment of the        
Company, is customary in the industry in which the Company        
operates for companies of comparable size.        
        
		Maintenance of Properties.  The Company        
will maintain all properties used or useful in the conduct of        
its business in good repair, working order and condition as is        
reasonably necessary to permit such business to be properly        
and advantageously conducted.        
        
		Affiliated Transactions.  Except with        
respect to compensation arrangements with, and the        
reimbursement of expenses of, employees of the Company in        
the ordinary course of business, all transactions by and        
between the Company and any director, officer, employee, or        
stockholder of the Company or persons controlled by or        
affiliated with such director, officer, employee or stockholder,        
shall be conducted on an arms-length basis, shall be on terms        
and conditions no less favorable to the Company than could        
be obtained from non-related persons and shall be approved        
by the Board of Directors after full disclosure of the terms        
thereof, for which purpose the interest party, if a director, and        
any affiliate of the interested party who is a director, shall not        
be entitled to vote.        
5	        
		Inspection Rights.  At any time during        
normal business hours and upon reasonable prior notice to the        
Company, the Purchasers or their designated representatives        
or agents may (a) visit and inspect the premises and any of        
the properties of the Company including its records and books        
of account (and make copies thereof and take extracts        
therefrom), and (b) discuss the affairs, finances and accounts        
of the Company with its officers, directors, employees and        
accountants, all at the expense of the Purchasers.        
        
		Litigation.  The Company promptly (and, in        
any event, not later than the date of release of such        
information to the public generally) shall notify ICP or their        
transferees of any litigation or governmental proceeding or        
investigation pending (or, to the best knowledge of the        
Company, threatened) against the Company or against any        
officer, director, key employee, or principal stockholder of the        
Company, that materially adversely affects (or if adversely        
determined, could materially adversely affect) its present or        
proposed business, properties, assets, or condition (financial        
or otherwise) taken as a whole.        
        
		Reservation of Conversion Stock.  The        
Company will, upon any increase in the number of shares of        
Common Stock issuable upon conversion of the Series B        
Stock reserve additional shares of Common Stock for        
issuance upon such conversion, and will reserve additional        
shares of Common Stock for issuance upon exercise of the        
Warrants, whether or not the Warrants have at such time        
been executed and delivered to the Purchaser, so that the        
number of shares of Common Stock so issued upon such        
conversion or exercise will not at any time be less than the        
number of such shares issuable upon such conversion or        
exercise.        
        
		Merger, Consolidations, Disposal of        
Ownership of Subsidiaries, etc.  Without the prior written        
consent of ICP (acting on instructions from the Purchasers),        
the Company will not, and will not permit any of its        
subsidiaries to:        
        
		(a)			consolidate with        
or merge with any other corporation or entity;        
        
		(b)			convey, transfer        
or lease substantially all of its assets in a single transaction or        
series of transactions to any person or entity; or        
        
		(c)			sell or otherwise        
dispose of any shares of any subsidiary or affiliate, nor will        
the Company permit any subsidiary to issue, sell or dispose of        
any shares of such subsidiary's own stock.        
        
	 	ICP Designates to Board of Directors.  For        
so long as ICP or one or more Purchasers, in the aggregate,        
own shares of capital stock comprising more than ten percent        
(10%) of the Voting Power, at least two (2) members of the        
Company's Board of Directors shall at all times be members        
designated by ICP (acting on instructions from the        
Purchasers) and at least one such ICP-designated member        
shall at all times be a member of the Compensation        
Committee of the Company's Board of Directors, and for so        
long as ICP or one or more Purchasers, in the aggregate, own        
shares comprising more than five percent (5%) of the Voting        
Power, (a) at least one (1) member of the Company's Board of        
Directors shall at all times be members designated by ICP        
(acting on instructions from the Purchasers) and such ICP-       
designated member shall at all times be a member of the        
Compensation Committee of the Company's Board of        
Directors and (b) the Company shall have an Executive        
Committee of the Board of Directors comprised of one (1)        
Management Director (hereinafter defined), one (1) Director        
who was designated to be a director by ICP , and one (1)        
additional director who has been designated by the other        
holders of the Company's Series B Convertible Preferred        
Stock..  For purposes of this Section 6.10, (1) ownership of        
any options, warrants or convertible securities, including        
without limitation the Series B Stock, that upon exercise or        
conversion shall entitle the holder thereof to acquire shares of        
capital stock, shall be deemed to be ownership of the Voting        
Power of the equivalent number of shares of capital stock.;        
and (2) "Management Director" shall mean an officer and        
full-time employee of the Company, provided however the        
Anthony Autorino shall be deemed a Management Director        
for so long as he is a member of the Board of Directors of the        
Company.        
        
	B.	In addition to the covenants set forth above,        
the Company covenants and agrees that it will perform and        
observe the following covenants and provisions:         
	        
		Additional Capital.        
        
		(a)	 	The Company shall, on a        
best effort basis, within the period beginning on the day after        
the date that shares of the Series B Stock are first issued, and        
ending on and including the one hundred eighty-first (181st)        
day following the date that shares of the Series B Stock are        
first issued (the "Additional Capital Period"), obtain at least        
$5,000,000 of additional net equity financing and a revolving        
credit facility of at least $2,500,000 in principal amount.        
        
		(b)	 	In  the event that within        
the Additional Capital Period, the Company fails to obtain an        
aggregate of Five Million and No/100 Dollars        
($5,000,000.00) in Qualified Capital (as hereinafter defined)        
then each Purchaser hereunder shall be entitled to a pro rata        
reduction to the purchase price for the shares of Series B        
Stock acquired by such Purchaser pursuant to this Agreement        
(a "Reduction") equal to Fifty Cents ($0.50) for each share        
purchased.  Each such Adjustment shall be paid to the        
Purchaser entitled thereto within five days following the end        
of the Additional Capital Period and shall be in the form of        
additional shares of Series B Stock to be issued to such        
Purchaser.  The number of shares to be so issued shall be the        
number obtained by dividing the cash value of the Reduction        
by Ten and No/100 Dollars ($10.00), with any fractional        
amounts resulting from such calculation rounded to the        
nearest whole integer.  As used herein, the term "Qualified        
Capital" shall mean any of the following (1) the proceeds (net        
of  commissions and selling expenses) from the sale of the        
Series B Stock, and (2) up to Two Million Five Hundred        
Thousand and No/100 ($2,500,000.00) in aggregate principal        
amount of a revolving loan facility entered into with an        
institutional lender, provided that such facility (A)        
commences during the aforesaid period ending on the one        
hundred eighty-first (181st) day following the date that the        
shares of Series B Preferred are first issued, (B) has an        
expiration date of no less than twelve (12) months from the        
date such facility first commences (the "Available Period")        
and (C) shall entitle the Corporation to borrow, repay and        
reborrow up to the full amount of such principal amount        
during the Available Period under terms and conditions usual        
for such facilities.        
        
		(c)	 	In the event that, during        
the respective time periods set forth below, the Company        
agrees to issue (irrespective of whether such issuance is to be        
at the time of such agreement or at some later date) or issues        
warrants entitling the holder thereof to purchase shares of        
Series B Stock, the per share exercise price pursuant to each        
such warrant shall not be less than the respective amounts set        
forth below for each applicable period:        
        
From the date hereof through September 15, 1996   	$3.00;        
From August 16, 1996 through December 15, 1996  	$3.60;        
From December 16, 1996 through March 15, 1997  	$4.32;        
From March 16, 1997 through June 15, 1997        	$5.18;        
From June 16, 1997 through August 15, 1997            $6.21;        
Thereafter                       			  	$7.45.        
        
		(d)	 	In the event that during        
the period commencing on the date hereof and ending on        
December 31, 1997, the Company shall issue any shares of        
capital stock or securities exercisable, convertible, or        
exchanged for shares of capital stock (other than shares of        
Series B Stock, the Warrants and other warrants for shares of        
Series B Stock issued in transactions substantially the same as        
the transaction set forth herein) ("Additional Securities"),        
each Purchaser shall have the right to convert all or any part        
of such Purchaser's shares of Series B Stock into additional        
Securities valued at the sum of (i) the price at which each        
such share was originally issued by the Company (the        
Original Issue Price); and (ii) an amount equal to one percent        
(1%) of such Original Issue Price for each calendar month (or        
part thereof) between the date hereof and the date of issuance        
of such Additional Securities (including in such calculation        
the month of this transaction and the month the Additional        
Securities are issued).  Upon the issuance of such Additional        
Securities, the Company shall give each Purchaser written        
notice of such action and the Purchasers shall have thirty-five        
(35) days after receipt of such notice to elect (by written        
notice) their right to convert their shares of Series B Stock.        
        
	 	Prohibition on Additional Equity Financing.         
Without the prior written consent of ICP (acting on        
instructions from the Purchasers) and an affirmative majority        
vote of the Executive Committee of the Company's Board of        
Directors, the Company shall not (a) conduct or engage in        
any public offering of any of its capital stock (or any options,        
warrants, convertible securities or similar instruments        
relating to such capital stock) or (b) conduct or engage in any        
private offering of any of its capital stock (or any options,        
warrants, convertible securities or similar instrument relating        
to such capital stock), except for (i) the private offering of the        
Series B Stock to the Purchasers and to STFI as contemplated        
in this Agreement and (ii) a private offering of no more than        
$5,000,000 (net of commissions and selling expenses) of the        
Series B Stock, as contemplated by Section 6.11 (a) hereof.        
        
	 	 Adjustment to Purchase Price.  In the event        
that at any time during the period ending twelve (12) months        
from the date hereof (the "Adjustment Period"), the Company        
enters into any equity financing agreement or arrangement        
entitling any person or entity (an "Other Investor") to acquire        
any shares of Series B Stock or Common Stock (or any        
option, warrant or convertible security that upon exercise or        
conversion shall entitle the holder thereof to acquire        
ownership of shares of Series B Stock or Common Stock) at a        
per share purchase price less than ten dollars ($10) (a "Lower        
Price"), then each Purchaser hereunder shall be entitled to a        
pro rata adjustment to the purchase price for the shares of        
Series B Stock acquired by such Purchaser pursuant to this        
Agreement (an "Adjustment").  Such Adjustment shall be the        
difference between $10 per share and the Lower Price per        
share.   Each such Adjustment shall be paid to the Purchaser        
entitled thereto in the form of additional shares of Series B        
Stock to be issued to such Purchaser, the number of shares to        
be issued to be the number obtained by dividing the cash        
value of the Adjustment by Ten and No/100 Dollars ($10.00),        
with any fractional amount resulting from such calculation        
being rounded to the nearest whole integer.  Each Adjustment        
shall be paid to the Purchaser entitled thereto upon the        
consummation of the transaction pursuant to which the Other        
Investor or Other Investors have acquired the shares that are        
the subject of the Adjustment (irrespective of whether such        
consummation occurs after the Adjustment Period).        
        
	 	CEO.  Immediately following the date of        
Closing, the Company will retain an executive search firm        
and take all other necessary action on a best efforts basis to        
expeditiously retain a Chief Executive.        
        
	 	Maintenance of Cash Reserves in        
Anticipation of Mandatory Redemption.  Promptly, at the end        
of the fiscal quarter ending September 30, 1997, the        
Company, acting through the Executive Committee of the        
Company's Board of Directors, shall, in good faith and based        
upon all information then available to it, including internally        
generated financial statements and its Form 10Q for such        
quarter, prepare financial projections indicating whether        
holders of shares of the Series B Stock shall be entitled to        
require the Company to redeem such shares pursuant to        
Section 7 of the Certificate of Designation.  In the event that        
such projections indicate that such holders shall be entitled to        
require such redemptions, the Company, acting through the        
Executive Committee of the Board of Directors, shall take all        
such reasonable and prudent actions, on a best efforts basis, to        
build, conserve and maintain the Company's cash reserves in        
order to meet its obligations under Section 7 of the Certificate        
of Designations.        
	        
        
	16	 	Anti-Dilution.          
	        
	(a)  For purposes of this Section:        
        
		(i)  "Common Stock Equivalents" shall        
mean (1) any securities which are directly or indirectly        
convertible into Common Stock, and (2) any options,        
warrants, or rights to purchase Common Stock or securities        
which are directly or indirectly convertible into Common        
Stock;        
        
		(ii)  "Dilutive Price" shall mean, for any        
issuance of shares of Common Stock or Common Stock        
Equivalents,  net consideration per share that is less than the        
then Trigger Price.        
        
		(iii)  "Trigger Price" shall mean, at any time        
of determination, the price per share that is the midpoint        
between the Maximum Conversion Price and the Minimum        
Conversion Price (as each such term is defined in the        
Certificate).  If and as the Maximum Conversion Price and        
the Minimum Conversion Price change pursuant to the terms        
of the Certificate, the Trigger Price shall also change to that        
per share value then representing the midpoint between the        
Maximum Conversion Price and the Minimum Conversion        
Price, as so changed.        
        
	(b)   Except for transactions that are exempted        
pursuant to subsection (c) of this Section, if the Company        
shall at any time or from time to time after August 19, 1996        
and prior to August 19, 1997, issue any additional shares of        
Common Stock, or issue Common Stock Equivalents, for a        
net consideration per share that is a Dilutive Price at the time        
of such issuance, each holder of shares of Common Stock that        
was converted into Common Stock from shares of Series B        
Stock prior to such issuance shall be entitled to receive, at no        
additional consideration, that number of additional shares of        
Common Stock equal to (i) the product of (1) the number of        
such shares of Common Stock resulting from conversion prior        
to such issuance, and  (2) difference between the Dilutive        
Price and the Trigger Price at the time of such issuance,        
divided by (ii) the Dilutive Price.  The benefits of this Section        
shall only be available to a Purchaser hereunder, and not to        
any transferee of a Purchaser.  The Company shall provide        
notice to all Purchasers within ten (10) days of each issuance        
of shares of Common Stock that would be an issuance at a        
Dilutive Price with respect to any Purchaser.  The Company        
shall issue the additional shares of Common Stock to each        
Purchaser entitled thereto pursuant to this Section within        
twenty (20) days of each issuance at a Dilutive Price.        
        
	(c)  The provisions of this Section shall not apply        
with respect to any issuance (i)  of Common Stock or        
Common Stock Equivalents if such issuance is made pursuant        
to an employee incentive plan or a Board of Directors option        
plan, in each case approved by the Company's Board of        
Directors, provided however that the aggregate number of        
shares of Common Stock and Common Stock Equivalents        
issued and issuable under all employee incentive plans and        
Board of Directors option plans does not exceed ten percent        
(10%) of the then issued and outstanding shares of Common        
Stock of the Company, or (ii) upon exercise or conversion of        
Common Stock Equivalents outstanding on the date hereof.         
The issuance of Common Stock Equivalents shall be deemed        
the issuance of the shares of Common Stock underlying the        
Common Stock Equivalents at the time of such issuance of        
Common Stock Equivalents,  and no additional issuance to        
Purchasers shall be made under this Section with respect to        
the issuance of shares of Common Stock upon the exercise or        
conversion of Common Stock Equivalents if an issuance of        
additional shares has previously been made as above        
provided.        
        
	Registration Rights.        
        
		Certain Definitions.  As used in this        
Section, the following terms shall have the following        
respective meanings:        
        
		(a)		"Commission" shall mean        
the Securities and Exchange Commission or any other federal        
agency at the time administering the Securities Act.        
        
		(b)		"Convertible Securities"        
shall mean securities of the Company convertible into or        
exchangeable for Registrable Securities, including the Series        
B Stock and the Warrants.        
        
		(c)		"Form S-1" shall mean        
Form S-1 issued by the Commission or any substantially        
similar form then in effect.        
        
		(d)		"Form S-2" shall mean        
Form S-2 issued by the Commission or any substantially        
similar form then in effect.        
        
		(e)		"Form S-3" shall mean        
Form S-3 issued by the Commission or any substantially        
similar form then in effect.        
        
		(f)		"Material Adverse Event"        
shall mean an occurrence having a consequence that either        
(a) is materially adverse as to the business, properties,        
prospects or financial condition of the Company or (b) is        
reasonably foreseeable, has a reasonable likelihood of        
occurring, and if it were to occur would materially adversely        
affect the business, properties, prospects or financial        
condition of the Company.        
        
		(g)		The terms "Register",        
"Registered" and "Registration" refer to a registration effected        
by preparing and filing a registration statement in compliance        
with the Securities Act ("Registration Statement"), and the        
declaration or ordering of the effectiveness of such        
Registration Statement.        
        
		(h)		"Registrable Securities"        
shall mean all Common Stock not previously sold to the        
public (i) issued or issuable to the Purchasers upon conversion        
of the Company's Series B Stock or exercise of the Warrants,        
as the case may be, or (ii) Common Stock issued pursuant to        
stock splits, stock dividends and similar distributions with        
respect to such shares.        
        
		(i)		"Registration Expenses"        
shall mean all expenses incurred by the Company in        
complying with Sections 7.2 or 7.3 of this Agreement,        
including, without limitation, all federal and state        
registration, qualification and filing fees, printing expenses,        
fees and disbursements of counsel for the Company, blue sky        
fees and expenses, and the expense of any special audits        
incident to or required by any such registration, but shall not        
include Selling Expenses.        
        
		(j)		"Securities Act" shall        
mean the Securities Act of 1933, as amended, or any similar        
federal statute, and the rules and regulations of the        
Commission thereunder, all as the same shall be in effect at        
the time.        
        
		(k)		"Selling Expenses" shall        
mean all underwriting discounts and selling commissions        
applicable to the sale of Registrable Securities pursuant to this        
Agreement and all expenses of any special counsel for the        
Purchasers.        
        
		Demand Registration.        
        
        
		(a)		Request for Registration        
on Form Other Than Form S-3.  In the event that the        
Company shall receive, at any time after November 16, 1996,         
a written request from holders of at least fifty per cent (50%)        
of the Registrable Securities as of such time that the Company        
effect any Registration with respect to all or a part of the        
Registrable Securities on Form S-1 or Form S-2, the        
Company shall, as expeditiously as possible, use its best        
efforts to effect Registration of the Registrable Securities        
specified in such request (but not including by means of a        
shelf registration pursuant to Rule 415 under the Securities        
Act)("Demand Registration").  The Company shall not be        
obligated to effect more than two (2) Registrations pursuant to        
this subsection a, nor shall it be required to effect the second        
Demand Registration within one hundred eighty (180) days        
after the first Demand Registration is no longer effective,        
provided that a Registration shall not be counted for this        
purpose if the Company elects to sell stock pursuant to a        
Registration at the same time as the Registration requested        
hereunder (other than in connection with a merger or a        
dividend reinvestment plan or pursuant to a Registration        
Statement on Form S-4 or S-8) and less than all the        
Registrable Securities for which Registration was requested        
are included.        
        
			Request for Registration on Form        
S-3.  Subject to the terms of this Agreement, in the event that        
the Company receives from holders of at least fifty per cent        
(50%) of the Registrable Securities a written request that the        
Company effect any Registration on Form S-3 (or any        
successor form to Form S-3 regardless of its designation) at a        
time when the Company is eligible to register securities on        
Form S-3 (or any successor form to Form S-3 regardless of its        
designation) for an offering of Registrable Securities, the        
Company will as soon as practicable use its best efforts to        
effect Registration of the Registrable Securities specified in        
such request.  The Company shall be obligated to effect        
Registration under this Section b on two occasions.        
        
		(c)		The Company shall not be        
required to prepare and file a Registration Statement pursuant        
to Section a or b which would become effective within 90        
days following the effective date of a Registration Statement        
(other than a Registration Statement on Form S-8) filed by        
the Company with the Commission pertaining to an        
underwritten offering of convertible debt securities or equity        
securities for cash for the account of the Company or another        
holder of securities of the Company, or if the Company gives        
written notice to the Purchasers within 10 days of receipt of a        
demand that the Company will initiate within 30 days the        
preparation of such Registration Statement and in each such        
case the Purchasers were afforded the opportunity to include        
Registrable Securities in such Registration pursuant to        
Section 7.3 (subject to the limitations thereof).         
Notwithstanding the foregoing, holders of Registrable        
Securities shall have the right to demand Registration at least        
once in any calendar year.        
        
		(d)		Registration of Other        
Securities in Demand Registration.  A Registration pursuant        
to Section a may include securities other than Registrable        
Securities included in such Registration only with the prior        
written consent of the holders of 50% of the Registrable        
Securities, subject to registration rights that exist as of the        
date hereof.        
        
		(e)		Underwriting in Demand        
Registration.        
        
			(1)		Notice of        
Underwriting. If the Purchasers intend to distribute the        
Registrable Securities covered by their request by means of an        
underwriting, they shall so advise the Company as part of        
their request made pursuant to this Section 7.2.        
        
			(2)		Selection of        
Underwriter in Demand Registration. Subject to the        
obligations of the Company to H.J. Meyers & Co., Inc., the        
Company, together with the Purchasers engaged in a        
Registration, shall enter into an underwriting agreement with        
the representative ("Underwriter's Representative") of the        
underwriter or underwriters selected for such underwriting by        
the Purchasers engaged in the Registration and agreed to by        
the Company, which agreement shall not be unreasonably        
withheld provided such underwriter is experienced and        
reputable.        
        
				If a Purchaser disapproves        
of the terms of the underwriting, it may elect to withdraw        
therefrom by written notice to the Company and the        
underwriter delivered at least fifteen (15) days prior to the        
effective date of the Registration Statement. The securities so        
withdrawn shall also be withdrawn from the Registration        
Statement.  (The fact that holders of 50% of the Registrable        
Securities are no longer participating shall not give the        
Purchasers any additional demand rights under Section        
7.2(a))        
        
		(f)		Blue Sky in Demand        
Registration. In the event of any Registration pursuant to        
Section 7.2, the Company will exercise its best efforts to        
Register and qualify the securities covered by the Registration        
Statement under such other securities or Blue Sky Laws of        
such jurisdictions as the Purchasers shall reasonably request        
and as shall be reasonably appropriate for the distribution of        
such securities; provided, however, that (i) the Company shall        
not be required to qualify to do business or to file a general        
consent to service of process in any such states or        
jurisdictions, and (ii) notwithstanding anything in this        
Agreement to the contrary, in the event any jurisdiction in        
which the securities shall be qualified imposes a non-       
waivable requirement that expenses incurred in connection        
with the qualification of the securities be borne by selling        
shareholders, such expenses shall be payable pro rata by        
selling holders.        
        
		Piggyback Registration.        
        
        
		(a)		Notice of Piggyback        
Registration and Inclusion of Registrable Securities. Subject        
to the terms of this Agreement, in the event the Company        
decides to Register any of its Common Stock (either for its        
own account or the account of a security holder exercising        
demand registration rights), other than (i) pursuant to a        
Registration Statement which exclusively relates to the        
Registration of securities under an employee stock option,        
purchase, bonus or other benefits plan, a dividend        
reinvestment plan or a merger or consolidation or (ii) a        
Registration relating solely to a transaction under Rule 145        
promulgated by the Commission, the Company will: (1)        
promptly give the Purchasers written notice thereof (which        
shall include a list of the jurisdiction in which the Company        
intends to attempt to qualify such securities under the        
applicable Blue Sky or other state securities laws) and (2)        
include in such Registration (and any related qualification        
under Blue Sky laws or other compliance), and in any        
underwriting involved therein, all the Registrable Securities        
specified in a written request delivered to the Company by the        
Purchasers within 15 days after delivery of such written        
notice from the Company.        
        
		(b)		Underwriting in        
Piggyback Registration.        
        
			(1)		If the        
Registration of which the Company gives notice is a        
Registered public offering including an underwriting, the        
Company shall so advise the Purchasers as part of the written        
notice given pursuant to Section a. In such event the right of        
the Purchasers to Registration shall be conditioned upon such        
underwriting (as it is agreed to by the Company) and the        
inclusion of a Purchaser's Registrable Securities in such        
underwriting to the extent provided in this Section 7.3. The        
Purchasers shall, together with the Company, enter into an        
underwriting agreement with the Underwriter's        
Representative for such offering.         
        
        
			(2)		Marketing        
Limitation in Piggyback Registration. In the event the        
Underwriter's Representative advises the Company and the        
Purchasers in writing that market factors (including, without        
limitation, the aggregate number of shares of Common Stock        
requested to by Registered, the general condition of the        
market, and the status of the persons proposing to sell        
securities pursuant to the Registration) require a limitation of        
the number of shares to be underwritten, the Underwriter's        
Representative (subject to the allocation priority set forth in        
clause 3 below) may exclude some or all of the Registrable        
Securities from such registration and underwriting.	        
        
        
			(3)		Allocation of        
Shares in Piggyback Registration. In the event that the        
Underwriter's Representative limits the number of shares to        
be included in a Registration pursuant to Section 2, each        
Purchaser requesting Registration shall be entitled to include        
a portion of the Registrable Securities requested to be        
included in such registration pro rata (based on the number of        
shares requested to be included) with all other requesting        
Purchasers and other persons who are exercising similar        
written piggyback registration rights requesting registration.         
        
			(4)		Withdrawal in        
Piggyback Registration. If any Purchaser disapproves of the        
terms of any such underwriting, it may elect to withdraw        
therefrom by written notice to the Company and the        
underwriter delivered at least fifteen (15) days prior to the        
effective date of the Registration Statement.  Any Registrable        
Securities or other securities excluded or withdrawn from        
such underwriting shall be withdrawn from such Registration.        
        
		(c)		Blue Sky in Piggyback        
Registration. In the event of any Registration of Registrable        
Securities pursuant to Section 7.3, the Company will exercise        
its best efforts to Register and qualify the securities covered        
by the Registration Statement under such other securities or        
Blue Sky laws of such jurisdictions as the Company shall        
otherwise be registering or qualifying; provided, however,        
that notwithstanding anything in this Agreement to the        
contrary, in the event any jurisdiction in which the securities        
shall be qualified imposes a non-waivable requirement that        
expenses incurred in connection with the qualification of the        
securities be borne by selling shareholders, such expenses        
shall be payable pro rata by selling shareholders.        
        
		Additional Requirements.        
        
			Expenses of Registration.  All        
Registration Expenses incurred in connection with the        
Registration pursuant to Section a, all Registrations on Form        
S-3 pursuant to Section b, and all Registrations pursuant to        
Section 7.3 shall be borne by the Company. Notwithstanding        
the above, the Company shall not be required to pay for any        
expenses of any registration proceeding begun pursuant to        
Section a if the registration request is subsequently withdrawn        
at the request of the Purchasers requesting such Registration        
(whereafter such Purchasers shall bear such expense);        
provided further, however, that if at the time of such        
withdrawal, the Purchasers have learned of a Material        
Adverse Event with respect to the condition, business or        
prospects of the Company not known to the Purchasers at the        
time of their request, then the Purchaser shall not be required        
to pay any of such expenses.  Selling Expenses to be borne by        
the holders of the Registrable Securities Registered shall be        
borne pro rata on the basis of the number of Registrable        
Securities.        
        
		(b)		Registration Procedures.         
The Company will keep the registering Purchasers advised as        
to the initiation and completion of such Registration. At its        
expense the Company will: (a) use its best efforts to keep such        
Registration effective for a period of 180 days if the        
Registration is on Form S-1, 270 days if the Registration is on        
Form S-3, or until the registering Purchasers have completed        
the distribution described in the Registration Statement        
relating thereto, whichever first occurs; and (b) furnish such        
number of prospectuses (including preliminary prospectuses)        
and other documents as the registering Purchasers from time        
to time may reasonably request.        
        
		Information Furnished by Purchasers.  It        
shall be a condition precedent to the Company's obligations        
under this Agreement that the Purchasers furnish to the        
Company such information regarding the Purchasers and the        
distribution proposed by the Purchasers as the Company may        
reasonably request.        
        
		Indemnification.        
        
        
		(a)		Company's        
Indemnification of the Purchasers.  To the extent permitted by        
the law, the Company will indemnify each of the Purchasers,        
its directors, officers, stockholders, partners or other        
beneficial owners and legal counsel, and each person        
controlling such Purchasers, with respect to which        
Registration, qualification or compliance of Registrable        
Securities has been effected pursuant to this Agreement, and        
each underwriter, if any, and each person who controls any        
underwriter against all claims, losses, damages or liabilities        
(or actions in respect thereof) to the extent such claims,        
losses, damages or liabilities arise out of or are based upon        
any untrue statement (or alleged untrue statement) of a        
material fact contained in any prospectus or other document        
(including any related Registration Statement) incident to any        
such Registration, qualification or compliance, or are based        
on any omission (or alleged omission) to state therein a        
material fact required to be stated therein or necessary to        
make the statements therein not misleading, or any violation        
by the Company of any rule or regulation promulgated under        
the Securities Act applicable to the Company and relating to        
action or inaction required of the Company in connection        
with any such Registration, qualification or compliance; and        
the Company will reimburse each Purchasers, each of such        
Purchaser's directors, officers, stockholders, partners or other        
beneficial owners, each such underwriter and each person        
who controls any such Purchasers or underwriter, for any        
legal and any other expenses reasonably incurred in        
connection with investigation or defending any such claim,        
loss, damage, liability or action; provided, however, that the        
indemnity contained in this Section a shall not apply to        
amounts paid in settlement of any such claim, loss, damage,        
liability or action if settlement is effected without the consent        
of the Company (which consent shall not unreasonably be        
withheld); and provided further, that the Company will not be        
liable in any such case to the extent that any such claim, loss,        
damage, liability or expense arises out of or is based upon any        
untrue statement or omission based upon written information        
furnished to the Company by any Purchasers, underwriter or        
controlling person and stated to be for use in connection with        
the offering of securities of the Company.        
        
        
		(b)		Purchaser's        
Indemnification of Company.  To the extent permitted by law,        
each Purchaser  will, if Registrable Securities held by such        
Purchaser are included in the securities as to which such        
Registration, qualification or compliance is being effected        
pursuant to this Agreement, indemnify the Company, each of        
its directors and officers, stockholders, each legal counsel and        
independent accountant of the Company, each underwriter, if        
any, of the Company's securities covered by such a        
Registration Statement, and each person who controls the        
Company or such underwriter within the meaning of the        
Securities Act, against all claims, losses, damages and        
liabilities (or actions in respect thereof) arising out of or        
based upon any untrue statement (or alleged untrue        
statement) of a material fact contained in any such        
Registration Statement, prospectus, offering circular or other        
document, or any omission (or alleged omission) to state        
therein a material fact required to be stated therein or        
necessary to make the statements therein not misleading, or        
any violation by such Purchaser of any rule or regulation        
promulgated under the Securities Act applicable to such        
Purchaser and relating  to action or inaction required of such        
Purchaser in connection with any such Registration,        
qualification or compliance; and will reimburse the Company,        
such directors, officers, partners, persons, law and accounting        
firms, underwriters or control persons for any legal and any        
other expenses reasonably incurred in connection with        
investigating or defending any such claim, loss, damage,        
liability or action, in each case to the extent, but only to the        
extent, that such untrue statement (or alleged untrue        
statement) or omission (or alleged omission) is made in such        
Registration Statement, prospectus, offering circular or other        
document in reliance upon and in conformity with written        
information furnished to the Company by such Purchaser and        
stated to be specifically for use in connection with the offering        
of securities of the Company.        
        
			Indemnification Procedure.         
Promptly after receipt by an indemnified party under this        
Section 7.6 of notice of the commencement of any action,        
such indemnified party will, if a claim in respect thereof is to        
be made against an indemnifying party under this Section        
7.6, notify the indemnifying party in writing of the        
commencement thereof and generally summarize such action.         
The indemnifying party shall have the right to participate in        
and to assume the defense of such claim; provided, however,        
that the indemnifying party shall be entitled to select counsel        
for the defense of such claim with the approval of any parties        
entitled to indemnification, which approval shall not be        
unreasonably withheld, provided further, however, that if        
either party reasonably determines that there may be a        
conflict between the position of the Company and the        
Purchasers in conducting the defense of such action, suit or        
proceeding by reason of recognized claims for indemnity        
under this Section 7.6, then counsel for such party shall be        
entitled to conduct the defense to the extent reasonably        
determined by such counsel to be necessary to protect the        
interest of such party.  The failure to notify an indemnifying        
party promptly of the commencement of any such action, if        
prejudicial to the ability of the indemnifying party to defend        
such action, shall relieve such indemnifying party, to the        
extent so prejudiced, of any liability to the indemnified party        
under this Section 7.6, but the omission so to notify the        
indemnifying party will not relieve such party of any liability        
that such party may have to any indemnified party otherwise        
other than under this Section 7.6.        
        
		Limitations on Additional Registration        
Rights.  The Company shall not, without the prior written        
consent of the holders of 50% of the then-outstanding Series        
B Stock (which consent shall not be unreasonably withheld),        
enter into any agreement with any holder or prospective        
holder of any securities of the Company providing for the        
granting to such holder of any right to Register or cause the        
Registration of any securities of the Company, unless (i) such        
rights are in all respects subordinate to those of the holders of        
Series B Stock; or (ii) such rights are in all respects not        
greater than or senior to those of the holders of Series B Stock        
and the recipients of such rights are purchasing Common        
Stock or securities exercisable for or convertible into        
Common Stock at a price no less than the current Conversion        
Price of the Series B Stock as defined in the Certificate.        
        
		Current Public Information.  At all times        
the Company will file all reports required under the Securities        
Act or the Securities Exchange Act of 1934 and the rules and        
regulations thereunder, and will take such further action as        
may be reasonably required to enable any holder of "restricted        
securities" (as defined in Rule 144 adopted by the        
Commission under the Securities Act) to sell such securities        
pursuant to Rule 144, as amended from time to time, or any        
similar rule or regulation hereafter adopted by the        
Commission.        
        
	Miscellaneous.        
        
		Transfer of Rights.        
        
		(a)		Transfer of Rights.  The        
rights granted to the Purchasers under Sections 6 and 7 may        
be transferred to any, person or entity acquiring or which        
would own after such transfer, at least 25,000 shares of Series        
B Stock or Common Stock; provided, however, that the        
Company must receive written notice of said transfer, stating        
the name and address of said transferee or assignee and        
identifying the securities with respect to which such rights are        
being assigned.        
        
		(b)		Transferees.  Any        
transferee (other than a Purchaser) to whom rights under        
Sections 6 and 7 are transferred shall, as a condition to such        
transfer, deliver to the Company a written instrument by        
which such transferee agrees to be bound by the obligations        
imposed by Sections 6 and 7 hereof to the same extent as if        
such transferee were a Purchaser hereunder. Upon the        
execution of such instrument, such transferee shall be treated        
as a Purchaser for all purposes hereunder.        
        
		(c)		Subsequent Transferees.         
A transferee to whom rights are transferred pursuant to this        
Section 8.1 may not again transfer such rights to any other        
person or entity, other than as provided in (a) or (b) above.        
        
		Delays or Omissions.  No delay or omission        
to exercise any right, power or remedy accruing to any holder        
of any Series B Stock or any shares of Common Stock        
issuable upon conversion of the Series B Stock, upon any        
breach or default of the Company under this Agreement, shall        
impair any such right, power or remedy of such holder nor        
shall it be construed to be a waiver of any such breach or        
default or of any similar breach or default therefore or        
thereafter occurring, or an acquiescence therein.  Any waiver,        
permit, consent or approval of any kind or character on the        
part of any holder of any breach or default under this        
Agreement, or any waiver on the part of any holder of any        
provisions of conditions of this Agreement must be made in        
writing and shall be effective only to the extent specifically        
set forth in such writing.  All remedies, either under this        
Agreement or by law or otherwise afforded to any holder,        
shall be cumulative and not alternative.        
        
		Adjustments.  Except as otherwise        
specifically provided, all applicable provisions of this        
Agreement shall be automatically adjusted to reflect any stock        
dividend, stock split or combination or other such        
recapitalization.        
        
		Successors and Assigns.  Except as        
otherwise expressly provided herein, the provisions of this        
Agreement shall bind and inure to the benefit of the        
respective successors, assigns, heirs, executors, and        
administrators of the parties hereto.        
        
		Survival of Representations and Warranties.         
The representations, warranties, covenants, promises and        
agreements contained in this Agreement shall survive and        
remain in full force and effect for one (1) year after the        
Closing, without regard to any investigation made at any time        
by the Purchasers or on their behalf.        
        
		Expenses.  The Company shall reimburse to        
the Purchasers the legal fees of Pepe & Hazard, counsel to the        
Purchasers, and other professional and out-of-pocket expenses        
incurred by the Purchasers.  In addition, the company shall        
bear its own legal and other expenses in connection with the        
transactions contemplated by this Agreement.        
        
		Notices.  All notices, requests, consents and        
other communications under this Agreement shall be in        
writing and shall be delivered by hand, by telecopier, by        
overnight mail or mailed by first class certified or registered        
mail, return receipt requested, postage prepaid:        
        
		(a)		If to the Company:        
        
			Shared Technologies Cellular, Inc.        
			100 Great Meadow Road        
			Wethersfield, CT 06109        
			Attn:  Legal Department        
        
(or at such other address as may have been furnished in        
writing by the Company to the Purchasers)        
        
			with a copy to:        
        
			Gadsby & Hannah        
			125 Summer Street        
			Boston, MA 02110        
			Attn:  Harold J. Carroll, Esq.        
        
		(b)	If to the Purchasers, at the        
respective addresses set forth on Exhibit A hereto, or at such        
other address as may have been furnished to the Company in        
writing by the Purchasers        
        
(or at such other address as may have been furnished in        
writing by the Purchasers to the Company).        
        
		Brokers.  The Company and the Purchasers        
represent and warrant to each other no finder or broker was        
retained in connection with the transactions contemplated by        
this Agreement, and each of them shall indemnify and hold        
harmless the other party from and against any and all claims,        
liabilities or obligations with respect to brokerage or finders'        
fees or commissions or consulting fees in connection with the        
transactions contemplated by this Agreement, asserted by any        
person on the basis of any statement or representation alleged        
to have been made by such indemnifying party.        
        
		No Conditions to Effectiveness; Entire        
Agreement.  There are no conditions to the effectiveness of        
this Agreement.  This Agreement, together with the        
instruments and other documents contemplated to be executed        
and delivered in connection herewith, contains the entire        
agreement and understanding of the parties hereto, and        
supersedes any prior agreements or understandings between        
or among them, with respect to the subject matter hereof.        
        
		Amendments and Waivers.  Except as        
otherwise expressly set forth in this Agreement, any term of        
this Agreement may be amended and the observance of any        
term of this Agreement may be waived (either generally or in        
a particular instance and either retroactively or prospectively),        
only with the written consent of the party against whom such        
amendment or waiver is to be enforced.  No waivers of or        
exceptions to any term, condition or provision of this        
Agreement, in any one or more instances, shall be deemed to        
be, or construed as, a further continuing waiver of any such        
term, condition or provision.        
        
		Counterparts.  This Agreement may be        
executed in several counterparts, each of which shall be        
deemed an original, but all of which together shall constitute        
one and the same instrument.        
        
		Governing Law.  This Agreement shall be        
governed by and interpreted and construed in accordance with        
the laws of the State of Connecticut.        
        
        
        
	IN WITNESS WHEREOF, the parties hereto have        
executed and delivered this Agreement as an instrument as of        
the date first above written.        
        
		Shared Technologies Cellular, Inc.        
        
        
			By:                                                                   
			Name:                                                                
			Its                                                                      
        
					       
	Purchaser,        
		By: Zesiger Capital Group LLC        
		     Attorney-in-fact for investors         
		      identified in Exhibit A        
        
        
	By: Albert L. Zesiger        
	      Managing Director        
       	      International Capital Partners, Inc.        
        
        
	By: Ajit G. Hutheesing        
	      Chairman        
        
	EXHIBIT A        
        
	Purchasers        
        
        
	EXHIBIT B        
        
	Series B Stock        
        
        
	EXHIBIT C        
        
	Projections        
        
        
        
	EXHIBIT D        
        
	Opinion        
        
        
        
        
	TABLE OF CONTENTS        
        
	Page        
        
        
1.Authorization and Sale of Series B Convertible Preferred        
Stock and Warrant	Page 1 of 28        
        
	1.1 	Authorization of Series B Preferred Stock  	       
		Page 1 of 28        
	1.2	Authorization of Warrants	Page 1 of 28        
	1.3	Sale of Series B Preferred Stock to the 	       
		Purchasers	Page 1 of 28        
	1.4	Advisory Fees	Page 2 of 28        
	1.5	Use of Proceeds	Page 2 of 28        
        
	2.	The Closing	Page 2 of 28        
        
	3.	Representations and Warranties of the 	       
		Company Page 2 of 28        
	3.1	Organization and Corporate Power	Page 2 	       
		of 28        
	3.2	Authorization	Page 3 of 28        
	3.3	Capitalization	Page 3 of 28        
	3.4	Stockholder Agreements	Page 4 of 28        
	3.5	Subsidiaries	Page 4 of 28        
	3.6	SEC Filings	Page 4 of 28        
	3.7	Projections; Financial Statements	Page 4 	       
		of 28        
	3.8	Absence of Undisclosed Liabilities	Page 5 	       
		of 28        
	3.9	Absence of Certain Developments	Page 5 	       
		of 28        
	3.10	Title to Properties	Page 5 of 28        
	3.11	Tax Matters	Page 5 of 28        
	3.12	Contracts and Commitments	Page 6 	       
		of 28        
	3.13	Proprietary Rights; Employee Restrictions	       
		Page 7 of 28        
	3.14	Effect of Transactions	Page 7 of 28        
	3.15	Litigation	Page 7 of 28        
	3.16	Securities Laws	Page 8 of 28        
	3.17	Business	Page 8 of 28        
	3.18	Books and Records	Page 8 of 28        
	3.19	Environmental Compliance	Page 8 	       
		of 28        
	3.20	Information Supplied to Purchasers	       
		Page 8 of 28        
	3.21	Brokerage	Page 9 of 28        
	3.22	Employee Benefit Plans	Page 9 of 28        
	3.23	Employees	Page 9 of 28        
        
	4.	Representations and Warranties of the 	       
		Purchasers Page 9 of 28        
	4.1	Investment	Page 10 of 28        
	4.2	Authority	Page 10 of 28        
	4.3	Experience	Page 10 of 28        
	4.4	Accredited Investor	Page 10 of 28        
        
	5.	Conditions Precedent to Closing	Page 10 	       
		of 28        
	6.	Certain Covenants of the Company	Page 11 	       
		of 28        
	6.1	Financial Statements	Page 11 of 28        
	6.2	Payment of Taxes, Compliance with Laws, 	       
		etc.	Page 12 of 28        
	6.3	Insurance	Page 12 of 28        
	6.4	Maintenance of Properties	Page 12 of 28        
	6.5	Affiliated Transactions	Page 12 of 28        
	6.6	Inspection Rights	Page 13 of 28        
	6.7	Litigation	Page 13 of 28        
	6.8	Reservation of Conversion Stock	Page 13 	       
		of 28        
	6.9	Merger, Consolidations, Disposal of 	       
		Ownership of Subsidiaries, etc.	Page 13 	       
		of 28        
	6.10 	ICP Designates to Board of Directors	       
		Page 14 of 28        
	6.11	Additional Capital	Page 14 of 28        
	6.12 	Prohibition on Additional Equity Financing.         
		Without the prior written consent of ICP 	       
		(acting on instructions from the Purchasers)        
		and an affirmative majority vote 	Page 15 	       
		of 28	        
	6.13 	 Adjustment to Purchase Price	Page 16 	       
		of 28        
	6.14 	CEO	Page 16 of 28        
	6.15 	Maintenance of Cash Reserves in 		       
		Anticipation of Mandatory Redemption	       
		Page 16 of 28        
	6.16 	Anti-Dilution	Page 17 of 28        
	7.	Registration Rights	Page 18 of 28        
	7.1	Certain Definitions	Page 18 of 28        
	7.2	Demand Registration	Page 19 of 28        
	7.3	Piggyback Registration	Page 21 of 28        
	7.4	Additional Requirements	Page 22 of 28        
	7.5	Information Furnished by Purchasers	       
		Page 23 of 28        
	7.6	Indemnification	Page 23 of 28        
	7.7	Limitations on Additional Registration 	       
		Rights	Page 24 of 28        
	7.8	Current Public Information	Page 25 	       
		of 28        
	8.	Miscellaneous	Page 25 of 28        
	8.1	Transfer of Rights	Page 25 of 28        
	8.2	Delays or Omissions	Page 25 of 28        
	8.3	Adjustments	Page 26 of 28        
	8.4	Successors and Assigns	Page 26 of 28        
	8.5	Survival of Representations and Warranties	       
		Page 26 of 28        
	8.6	Expenses	Page 26 of 28        
	8.7	Notices	Page 26 of 28        
	8.8	Brokers	Page 27 of 28        
	8.9	No Conditions to Effectiveness; Entire 	       
		Agreement	Page 27 of 28        
	8.10	Amendments and Waivers	Page 27 of 28        
	8.11	Counterparts	Page 27 of 28        
	8.12	Governing Law	Page 27 of 28        
        
EXHIBIT C        
[Note: Terms used in this Exhibit but not defined in this        
Exhibit shall have the meanings ascribed to them in the        
Agreement (as defined in the text of this Exhibit)]        
        
        
        
        
	COMMON STOCK WARRANT        
        
Date: ________ ___, ____        
        
NEITHER THIS WARRANT, NOR THE STOCK TO BE        
ISSUED UPON EXERCISE HEREOF, HAS BEEN        
REGISTERED UNDER THE SECURITIES ACT OF 1933,        
AS AMENDED (THE "1933 SECURITIES ACT"), OR        
QUALIFIED OR REGISTERED UNDER ANY STATE        
SECURITIES LAWS (THE "STATE SECURITIES LAWS"),        
AND THIS WARRANT HAS BEEN, AND THE COMMON        
STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL        
BE, ACQUIRED FOR INVESTMENT AND NOT WITH A        
VIEW TO, OR FOR RESALE IN CONNECTION WITH,        
ANY DISTRIBUTION THEREOF.  NO SUCH SALE OR        
OTHER DISPOSITION MAY BE MADE WITHOUT AN        
EFFECTIVE REGISTRATION STATEMENT UNDER THE        
1933 SECURITIES ACT AND COMPLIANCE WITH THE        
APPLICABLE STATE SECURITIES LAWS, OR AN        
OPINION OF COUNSEL, REASONABLY        
SATISFACTORY TO THE ISSUER AND ITS COUNSEL,        
THAT SAID REGISTRATION IS NOT REQUIRED        
UNDER THE 1933 SECURITIES ACT AND THAT        
APPLICABLE STATE SECURITIES LAWS HAVE BEEN        
COMPLIED WITH.        
        
TRANSFER AND VOTING OF THE SHARES        
PURCHASABLE BY THIS WARRANT ARE SUBJECT TO        
THE TERMS OF AN EQUITY HOLDERS AGREEMENT        
DATED AUGUST 19, 1996 AMONG THE HOLDER AND        
OTHER INVESTORS, A COPY OF WHICH IS ON FILE        
AT THE PRINCIPAL OFFICE OF THE CORPORATION.        
        
This certifies that __________ ("Purchaser"), [specify if        
individual or type of entity and address/place of business], or        
any party to whom this Warrant is assigned in compliance        
with the terms hereof (Purchaser and any such assignee being        
hereafter sometimes referred to as "Holder"), is entitled to        
subscribe to and purchase, during the period commencing at        
the date first set forth above and ending at 5 p.m. Hartford,        
Connecticut, local time, on the fifth (5th) anniversary of such        
date, the number of shares of fully paid and nonassessable        
common stock (the "Common Stock") of  Shared        
Technologies Cellular, Inc. (the "Company"), a Delaware        
corporation with its principal place of business at 100 Great        
Meadow Road, Wethersfield, Connecticut, that have an        
aggregate purchase price equal to the Aggregate Price (as        
defined below).  The purchase price of each such share shall        
be the Warrant Price as defined below.  This Warrant will be        
initially exercisable for  [specify number of shares equal to        
number shares issued/issuable to Holder upon conversion of        
his shares of Series B Stock] shares of Common Stock.  This        
Warrant is issued to Purchaser pursuant to the Agreement (as        
defined below).        
        
	ARTICLE I        
	DEFINITIONS        
        
"Aggregate Price" shall mean [specify as product of (a)        
number shares issued/issuable to Holder upon conversion of        
his shares of Series B Stock, multiplied by (b) Three and        
No/100 Dollars($3.00)].        
        
"Agreement" shall mean that certain Stock Purchase        
Agreement among the Company, Purchaser, and certain        
investors in the Company's Series B Convertible Preferred        
Stock entered into on even date herewith.        
        
"Certificate of Designations" means the Company's        
Certificate of Designations, Preferences and Rights of Series        
B Convertible Preferred Stock, a copy of which is attached as        
Exhibit B to the Stock Purchase Agreement        
        
"Common Stock Equivalents" shall mean Convertible        
Securities and Rights.        
        
"Convertible Securities" means any securities which are        
directly or indirectly convertible into Common Stock.        
        
"Effective Price" means the quotient obtained by dividing (i)        
Minimum Consideration by (ii) Maximum Shares Upon        
Exercise.        
        
"Maximum Shares Upon Exercise" means the maximum        
number of shares of Common Stock issuable under a        
Common Stock Equivalent upon complete exercise and full        
conversion of all Rights or Convertible Securities represented        
thereby, computed without regard to contingent adjustments        
to the number of shares issuable upon exercise and conversion        
(other than adjustments caused solely by the passage of time        
which increase the number of shares issuable upon exercise        
and conversion).        
        
"Minimum Consideration" means the minimum aggregate        
consideration paid or payable at any time for the purchase of        
the Common Stock Equivalents during the term of the        
Common Stock Equivalents, and upon complete exercise and        
full conversion of the Common Stock Equivalents, computed        
without regard to contingent adjustments to exercise or        
conversion price (other than adjustments caused solely by the        
passage of time which reduce such minimum aggregate        
consideration).        
        
"Rights" means any options, warrants, or rights to purchase        
Common Stock or Convertible Securities.        
        
"Series B Convertible Preferred Stock" means the Series B        
Convertible Preferred Stock described in the Certificate of        
Designations.        
        
        
"Stock Purchase Agreement" means that certain  Stock        
Purchase Agreement among the Company, Purchaser, and        
certain investors in the Company's Series B Convertible        
Preferred Stock entered into on August 19,1996.        
        
"Warrant Price" shall mean the price of a share of Common        
Stock, as such amount may be adjusted from time to time.         
The initial Warrant Price is Three and No/100 Dollars        
($3.00).        
        
        
	ARTICLE II        
	EXERCISE AND PAYMENT        
        
 .13	Cash Exercise.  The purchase rights represented by        
this Warrant may be exercised by Holder, in whole or in part,        
by the surrender of this Warrant at the principal office of the        
Company, and by the payment to the Company, by certified,        
cashier's or other check acceptable to the Company, of an        
amount equal to the aggregate Warrant Price of the shares        
being purchased.        
        
 .14	Net Issue Exercise.  In lieu of exercising this        
Warrant pursuant to Section 2.1, Holder may elect to receive        
shares of Common Stock equal to the value of this Warrant        
(or of any portion thereof remaining unexercised) by        
surrender of this Warrant at the principal office of the        
Company together with notice of such election, in which        
event the Company shall issue to Holder a number of shares        
of the Company's Common Stock computed using the        
following formula:        
        
		X = Y (A-B)        
			A        
        
	Where X =	the number of shares of Common        
Stock to be issued to Holder.        
        
		Y =	the number of shares of Common        
Stock purchasable under this Warrant (at the date of such        
calculation).        
        
		A =	the fair market value of one share        
of the Company's Common Stock (at the date of such        
calculation).        
        
		B =	Warrant Price (as adjusted to the        
date of such calculation).        
        
 .15	Fair Market Value.  For purposes of this Section 2,        
fair market value of one share of the Company's Common        
Stock shall mean:        
 .15	        
	(i)	The average of the closing prices of the        
Company's Common Stock quoted in the Over-The-Counter        
Market Summary (if not on the Nasdaq system) or the closing        
price quoted on the Nasdaq Stock Market or any exchange on        
which the Common Stock is listed, whichever is applicable,        
as published in the Eastern Edition of The Wall Street        
Journal for the ten (10) trading days prior to the date of        
determination of fair market value; or         
        
	(ii)	If the Company's Common Stock is not        
traded over-the-counter or on an exchange, the per share fair        
market value of the Common Stock shall be as determined by        
an independent appraiser appointed in good faith by the        
Company's Board of Directors.  The cost of such appraisal        
shall be borne by the Company.        
        
 .16	Stock Certificate.  In the event of any exercise of the        
rights represented by this Warrant, certificates for the shares        
of Common Stock so purchased shall be delivered to Holder        
within a reasonable time and, unless this Warrant has been        
fully exercised or has expired, a new Warrant representing        
the Aggregate Price with respect to which this Warrant shall        
not have been exercised shall also be issued to Holder within        
such time.        
        
 .17	Automatic Exercise.          
        
	(i)	To the extent this Warrant is not previously        
exercised, and if the fair market value of one share of the        
Company's Common Stock is greater than the Warrant Price,        
as adjusted, this Warrant shall be deemed automatically        
exercised in accordance with Section 2.2 hereof (even if not        
surrendered) immediately before its expiration.  For purposes        
of such automatic exercise, the fair market value of one share        
of the Company's Common Stock upon such expiration shall        
be the fair market value determined pursuant to Section 2.3        
above.        
        
	(ii)	In the event that the Company exercises its        
right under Section 6 of the Certificate of Designations        
adopted by the Company on August 16, 1996 (which        
Certificate specifies the rights and privileges of the Series B        
Stock) to redeem all of the Series B Stock, this Warrant shall        
be deemed automatically exercised in accordance with        
Section 2.2 hereof (even if not surrendered) as of the date        
upon which such redemption occurred.        
        
	(iii)	To the extent this Warrant or any portion        
thereof is deemed automatically exercised pursuant to this        
Section 2.5, the Company agrees to notify Holder within a        
reasonable period of time of the number of shares of the        
Company's Common Stock, if any, Holder is to receive by        
reason of such automatic exercise.        
        
 .18	Stock Fully Paid; Reservation of Shares.  The        
Company covenants and agrees that all Common Stock which        
may be issued upon the exercise of the rights represented by        
this Warrant will, upon issuance, be fully paid and        
nonassessable and free from all taxes, liens and charges with        
respect to the issue thereof (excluding taxes based on the        
income of Holder).  The Company further covenants and        
agrees that during the period within which the rights        
represented by this Warrant may be exercised, the Company        
will at all times have authorized and reserved for issuance a        
sufficient number of shares of its Common Stock as would be        
required upon the full exercise of the rights represented by        
this Warrant.        
        
 .19	Fractional Shares.  No fractional share of Common        
Stock will be issued in connection with any exercise hereof,        
but in lieu of a fractional share upon complete exercise        
hereof, Holder may purchase a whole share at the then        
effective Warrant Price.        
        
        
	ARTICLE III        
	CERTAIN ADJUSTMENTS OF NUMBER OF        
	 SHARES PURCHASABLE AND WARRANT        
PRICE        
        
	The number and kind of securities purchasable upon        
the exercise of this Warrant and the Warrant Price shall be        
subject to adjustment from time to time upon the happening        
of certain events, as follows:        
        
 .20	Reclassification, Consolidation or Merger.  In case        
of: (i) any reclassification or change of outstanding securities        
issuable upon exercise of this Warrant; (ii) any consolidation        
or merger of the Company with or into another corporation        
(other than a merger with another corporation in which the        
Company is a continuing corporation and which does not        
result in any reclassification, change or exchange of        
outstanding securities issuable upon exercise of this Warrant);        
or (iii) any sale or transfer to another corporation of all, or        
substantially all, of the property of the Company, then, and in        
each such event, the Company or such successor or        
purchasing corporation, as the case may be, shall execute a        
new Warrant which will provide that Holder shall have the        
right to exercise such new Warrant and purchase upon such        
exercise, in lieu of each share of Common Stock therefore        
issuable upon exercise of this Warrant, the kind and amount        
of securities, money and property receivable upon such        
reclassification, change, consolidation, merger, sale or        
transfer by a holder of one share of Common Stock issuable        
upon exercise of this Warrant had this Warrant been        
exercised immediately prior to such reclassification, change,        
consolidation, merger, sale or transfer.  Such new Warrant        
shall provide for adjustments which shall be as nearly        
equivalent as may be practicable to the adjustments provided        
in this Section 3 and the provisions of this Section 3.1, shall        
similarly apply to successive reclassifications, changes,        
consolidations, mergers, sales and transfers.        
        
Subdivision or Combination of Shares.  If the Company shall        
at any time while this Warrant remains outstanding and        
unexercised in whole or in part: (i) divide its Common Stock,        
the Warrant Price shall be proportionately reduced; or (ii)        
combine shares of is Common Stock, the Warrant Price shall        
be proportionately increased.        
        
 .22	Adjustment for Issue or Sale of Shares at Less Than        
the Warrant Price.  If, in a transaction other than an issuance        
excepted from these provisions as set forth below or an        
issuance that causes an adjustment under Sections 3.1 or 3.2,        
the Company shall at any time or from time to time, issue any        
additional shares of Common Stock without consideration or        
for a net consideration per share less than the Warrant Price        
in effect immediately prior to such issuance, then, and in each        
case, the Warrant Price shall be lowered to an amount equal        
to the lowest per share price received, or deemed received, by        
the Company as consideration for such Shares.        
        
        
	For purposes of this Section 3.3:        
        
	(i)	There shall be no adjustment under this        
Section 3.3 for any sales or issuances:  (a) in a transaction in        
which an adjustment will be made pursuant to Section 3.1 or        
3.2; (b) of Common Stock or Common Stock Equivalents not        
in excess of ten per cent (10%) of the then issued and        
outstanding shares of Common Stock of the Company, if such        
issuance is made pursuant to an employee incentive plan        
approved by the Company's shareholders and Board of        
Directors; (c) upon exercise or conversion of Common Stock        
Equivalents outstanding on the original date of issuance of        
this Warrant, or (d) upon the conversion or exchange of        
shares of the Series B Convertible Preferred Stock into any        
other instrument or shares of capital stock prior to January 1,        
1998;         
        
	(ii)	The issuance of Common Stock Equivalents        
shall be deemed an issuance at such time of the shares of        
Common Stock underlying the Common Stock Equivalents.         
If the Effective Price shall be less than the Warrant Price at        
the time of such issuance, then an adjustment in the Warrant        
Price shall be made upon each such issuance in the manner        
provided in this Section 3.3.  No adjustment of the Warrant        
Price shall be made under this Section 3.3 upon the issuance        
of shares of Common Stock upon the exercise or conversion        
of Common Stock Equivalents if an adjustment has        
previously been made as above provided.  Any adjustment of        
the Warrant Price shall be disregarded, if, as and when such        
Common Stock Equivalents expire or are canceled without        
being exercised so that the Warrant Price effective        
immediately upon such cancellation or expiration shall be        
equal to the Warrant Price in effect at the time of the issuance        
of the expired or canceled Common Stock Equivalents, with        
such additional adjustments as would have been made to the        
Warrant Price had the expired or canceled Common Stock        
Equivalents not been issued.        
        
Other Action Affecting Common Stock.  If the Company        
takes any action with respect to its capital structure affecting        
its Common Stock after the date hereof other than an action        
described in either of Sections 3.1 and 3.2 hereof, which        
would have a material effect upon Holder's rights hereunder,        
the Warrant Price shall be adjusted in such manner and at        
such time as the Board of Directors of the Company shall in        
good faith determine to be equitable under the circumstances.        
        
 .24	Time of Adjustments to the Warrant Price.  All        
adjustments to the Warrant Price and the number of shares        
purchasable hereunder, unless otherwise specified herein,        
shall be effective as of the earlier of:        
        
	(i)	the date of issue (or date of sale, if earlier)        
of the security causing the adjustment;        
        
	(ii)	the effective date of a division or        
combination of shares;        
        
	(iii)	the record date of any action of holders of        
the Company's capital stock of any class taken for the purpose        
of dividing or combining shares or entitling shareholders to        
receive a distribution or dividends.        
        
 .25	Notice of Adjustments.  In each case of an        
adjustment in the Warrant Price and the number of shares        
purchasable hereunder, the Company, at its expense, shall        
cause the Chief Financial Officer of the Company to compute        
such adjustment and prepare a certificate setting forth such        
adjustment and showing in detail the facts upon which such        
adjustment is based.  The Company shall promptly mail a        
copy of each such certificate to Holder pursuant to Section 6.9        
hereof.        
        
 .26	Duration of Adjusted Warrant Price.  Following each        
adjustment of the Warrant Price, such adjusted Warrant Price        
shall remain in effect until a further adjustment of the        
Warrant Price.        
        
 .27	Adjustment of Number of Shares.  Upon each        
adjustment of the Warrant Price pursuant to Sections 3.1, 3.2        
or 3.4, the number of shares of Common Stock purchasable        
hereunder shall be adjusted to the nearest whole share, to the        
number obtained by dividing the Aggregate Price by the        
Warrant Price as adjusted.  No adjustment to the number of        
shares of Common Stock purchasable hereunder shall be        
made upon an adjustment of the Warrant Price pursuant to        
Section 3.3.        
        
	ARTICLE IV        
	TRANSFER, EXCHANGE AND LOSS        
        
 .28	Transfer.  This Warrant is transferable on the books        
of the Company at its principal office by the registered Holder        
hereof upon surrender of this Warrant properly endorsed,        
subject to compliance with federal and state securities laws.         
The Company shall issue and deliver to the transferee a new        
Warrant or Warrants representing the Warrants so        
transferred.  Upon any partial transfer, the Company will        
issue and deliver to Holder a new Warrant or Warrants with        
respect to the Warrants not so transferred.  Notwithstanding        
the foregoing, Holder shall not be entitled to transfer a        
number of shares or an interest in this Warrant representing        
less than five percent (5%) of the aggregate shares initially        
covered by this Warrant.  Any transferee shall be subject to        
the same restrictions on transfer with respect to this Warrant        
as the Purchaser.        
        
 .29	Securities Laws.  Upon any issuance of shares of        
Common Stock upon exercise of this Warrant, it shall be the        
Company's responsibility to comply with the requirements of:        
(1) the 1933 Securities Act; (2) the Securities Exchange Act        
of 1934, as amended; (3) any applicable listing requirements        
of any national securities exchange; (4) any state securities        
regulation or "Blue Sky" laws; and (5) requirements under        
any other law or regulation applicable to the issuance or        
transfer of such shares.  If required by the Company, in        
connection with each issuance of shares of Common Stock        
upon exercise of this Warrant, the Holder will give: (i)        
assurances in writing, satisfactory to the Company, that such        
shares are not being purchased with a view to the distribution        
thereof in violation of applicable laws, (ii) sufficient        
information, in writing, to enable the Company to rely on        
exemptions from the registration or qualification        
requirements of applicable laws, if available, with respect to        
such exercise, and (iii) its cooperation to the Company in        
connection with such compliance.        
        
 .30	Exchange.  This Warrant is exchangeable at the        
principal office of the Company for Warrants to purchase the        
same Aggregate Price purchasable hereunder, each new        
Warrant to represent the right to purchase such Aggregate        
Price as Holder shall designate at the time of such exchange.         
Each new Warrant shall be identical in form and content to        
this Warrant, except for appropriate changes in the number of        
shares of Common Stock covered thereby, the Aggregate        
Price of such shares, the percentage stated in Section 4.1        
above, and any other changes which are necessary in order to        
prevent the Warrant exchange from changing the respective        
rights and obligations of the Company and the Holder as they        
existed immediately prior to such exchange.        
        
 .31	Loss or Mutilation.  Upon receipt by the Company of        
evidence satisfactory to it of the ownership of, and the loss,        
theft, destruction or mutilation of, this Warrant and (in the        
case of loss, theft, or destruction) of indemnity satisfactory to        
it, and (in the case of mutilation) upon surrender and        
cancellation hereof, the Company will execute and deliver in        
lieu hereof a new Warrant.        
        
	ARTICLE V        
	HOLDER RIGHTS        
        
 .32	No Shareholder Rights Until Exercise.  No Holder        
hereof, solely by virtue hereof, shall be entitled to any rights        
as a shareholder of the Company.  Holder shall have all rights        
of a shareholder with respect to securities purchased upon        
exercise hereof at the time of cash or net issue exercise        
pursuant to Sections 2.1 and 2.2 hereof, or at the time of        
automatic exercise hereof (even if not surrendered) pursuant        
to Section 2.5 hereof.        
        
	ARTICLE VI        
	MISCELLANEOUS        
        
 .33	Additional Covenants by the Company.  The        
Company further covenants and agrees that it will:        
        
		a.	Give each Holder prompt written        
notice of any intended changes to the composition of its        
capital structure, whether by issuance of new securities or        
otherwise;        
        
		b.	Give each Holder written notice of        
any shareholders' meeting and will allow a representative of        
each Holder to attend such meetings;        
        
		c.	Allow, upon reasonable notice and        
at reasonable times, the inspection of its minute book and        
other corporate records by a representative of the Holder;         
        
		d.	Not engage, other than on arm's        
length terms, in any transaction with any of its shareholders        
or affiliates (as such term is defined under Rule 144 issued by        
the Securities and Exchange Commission under the 1933        
Securities Act, as amended);        
        
		e.	Provide Holder, within fifteen (15)        
days after the date of such filing, copies of all documents filed        
by the Company with the Securities and Exchange        
Commission including but not limited to all reports on Forms        
10-K, 10-Q, 8-K and their exhibits.        
        
 .34	Governmental Approvals.  The Company will from        
time to time take all action which may be necessary to obtain        
and keep effective any and all permits, consents and        
approvals of governmental agencies and authorities and        
securities acts filings under federal and state laws, which may        
be or become requisite in connection with the issuance, sale,        
and delivery of this Warrant, and the issuance, sale and        
delivery of the shares of Common Stock or other securities or        
property issuable or deliverable upon exercise of this Warrant.        
 .34	        
 .35	Governing Laws.  It is the intention of the parties        
hereto that except as set forth below, the internal laws of the        
state of Connecticut, U.S.A. (irrespective of its choice of law        
principles) shall govern the validity of this warrant, the        
construction of its terms, and the interpretation and        
enforcement of the rights and duties of the parties hereto.         
Notwithstanding the foregoing, the corporation laws of the        
State of Delaware shall govern the procedural and substantive        
matters pertaining to the due authorization, issuance, delivery        
and exercise of this Warrant and the shares of Common Stock        
upon exercise hereof.  Except as set forth below, the parties        
hereby agree that any suit to enforce any provision of this        
Warrant arising out of or based upon this Warrant or the        
business relationship between any of the parties hereto shall        
be brought in the United States District Court for the District        
of Connecticut or the Superior Court in Hartford,        
Connecticut.  Each party hereby agrees that such courts shall        
have personal jurisdiction and venue with respect to such        
party, and each party hereby submits to the personal        
jurisdiction and venue of such courts.  In addition to the        
foregoing jurisdiction, Holder at its sole option, may        
commence any such suit in any jurisdiction in which the        
Company has a business office or is incorporated.        
        
 .36	Binding Upon Successors and Assigns.  Subject to,        
and unless otherwise provided in, this Warrant, each and all        
of the covenants, terms provisions, and agreements contained        
herein shall be binding upon, and inure to the benefit of the        
permitted successors, executors, heirs, representatives,        
administrators and assigns of the parties hereto.        
        
 .37	Severability.  If any one or more provisions of this        
Warrant, or the application thereof, shall for any reason and        
to any extent be invalid or unenforceable, the remainder of        
this Warrant and the application of such provisions to other        
persons or circumstances shall be interpreted so as best to        
reasonably effect the intent of the parties hereto.  The parties        
further agree to replace any such void or unenforceable        
provisions of this Warrant with valid and enforceable        
provisions which will achieve, to the extent possible, the        
economic, business and other purposes of the void or        
unenforceable provisions.        
        
 .38	Default, Amendment and Waivers.  This Warrant        
may be amended upon the written consent of the Company        
and the Holder.  The waiver by a party of any breach hereof        
for default in payment of any amount due hereunder or        
default in the performance hereof shall not be deemed to        
constitute a waiver of any other default or any succeeding        
breach or default.          
        
 .39	No Waiver.  The failure of any party to enforce any        
of the provisions hereof shall not be construed to be a waiver        
of the right of such party thereafter to enforce such        
provisions.        
        
 .40	Attorneys' Fees.  Should suit be brought to enforce or        
interpret any part of this Warrant, the prevailing party shall        
be entitled to recover, as an element of the costs of suit and        
not as damages, reasonable attorneys fees to be fixed by the        
court (including without limitation, costs, expenses and fees        
on any appeal).  The prevailing party shall be the party entitle        
to recover its costs of suit, regardless of whether such suit        
proceeds to final judgment.  A party not entitled to recover its        
costs shall not be entitled to recover attorneys' fees.  No sum        
for attorneys' fees shall be counted in calculating the amount        
of a judgment for purposes of determining if a party is        
entitled to recover costs or attorneys' fees.        
        
 .41	Notices.  Whenever any party hereto desires or is        
required to give any notices, demand, or request with respect        
to this Warrant, each such communication shall be  in writing        
and shall effective only if it is delivered by personal service,        
sent by telecopy or mailed, United States certified mail,        
overnight service, postage prepaid, return receipt requested,        
addressed as follows:        
        
        
	Company:	Shared Technologies Cellular, Inc.        
				Attn: President        
				100 Great Meadow Road        
				Wethersfield, CT 06109        
        
				Fax No.  (203) 258-2401                       
        
		Holder:	___________________        
				___________________        
				___________________        
				___________________        
	        
				Fax No. (___) ________        
        
	Such communication shall be effective when they are        
personally delivered, or telecopied, to the addressee thereof;        
but if sent by certified mail in the manner set forth above,        
they shall be effective one (1) business days after being        
deposited in the United States mail.  Any party may change        
its address for such communications by giving notice thereof        
to the other party in conformity with this Section.        
        
 .42	Time.  Time is of the essence of this Warrant.        
        
 .43	Construction of Agreement.  This Warrant has been        
negotiated by the respective parties hereto and their attorneys        
and the language hereof shall not be construed for or against        
any party.        
        
No Endorsement.  Holder understands that no federal or state        
securities administrator has made any finding or        
determination relating to the fairness of investment in the        
Company or purchase of the Common Stock hereunder and        
that no federal or state securities administrator has        
recommended or endorsed the offering of securities by the        
Company hereunder.        
        
 .45	Pronouns.  All pronouns and any variations thereof        
shall be deemed to refer to the masculine, feminine or neuter,        
singular or plural, as the identity of the person, persons,        
entity or entities may require.        
        
 .46	Further Assurances.  Each party agrees to cooperate        
fully with the other parties and to execute such further        
instruments, documents and agreements and to give such        
further written assurances, as may be reasonably requested by        
any other party to better evidence and reflect the transactions        
described herein and contemplated hereby, and to carry into        
effect the intents and purposes of this Warrant.        
        
						       
	COMPANY:        
							        
						       
	SHARED TECHNOLOGIES CELLULAR, INC.        
        
        
						       
	By:	        
						       
	Title:	        
        
        
        
EQUITY HOLDERS AGREEMENT        
        
        
This Equity Holders Agreement ("Agreement') is made as of        
August 19, 1996 by and        
among International Capital Partners, "Inc. and its affiliates        
(collectively, "ICP") Zesiger        
Capital Group LL. and its investors set forth in Exhibit A        
hereto (collectively, together with        
ICP, "Stockholders") and SHARED TECHNOLOGIES        
FAIRCHILD INC. ("STF').        
Stockholders and STF are referred to herein collectively as        
the "Equity Holders".        
        
RECITALS        
        
The following facts set forth the background to this        
Agreement:        
        
A.   Stockholders and STF, collectively, upon consummation        
of the transactions contemplated under (1) that certain Series        
B Convertible Preferred Stock Purchase Agreement (the" ICP        
Stock Purchase Agreement') entered into on the date hereof        
by and among Stockholders and Shared Technologies        
Cellular, Inc., a Delaware corporation with its principal place        
of business in Wethersfield, Connecticut ("STC"), and (2) a        
certain stock purchase agreement between STF and STC        
dated the date hereof (the "STF Stock Purchase Agreement"),        
are the holders of record of shares comprising over Fifty        
Percent (50%) of the voting power on matters properly        
brought for a vote of the shareholders of STC ("Voting        
Power"; and each share entitling the holder thereof to Voting        
Power being individually referred to as a "Share" and        
collectively as the "Shares").        
        
B.	Stockholders and STF desire to enter into certain        
understandings regarding the management and control of the        
STC and the constitution of its Board of Directors.        
        
NOW, THEREFORE, in consideration of the mutual        
covenants hereinafter set forth, Stockholders and STF agree        
as follows:        
        
1.	Management of the Company        
        
1.1	Board of Directors. Each of the Equity Holders        
agrees that from and after the date hereof such Investor will        
vote (or cause to be voted) all of the Shares owned or held of        
record by such Investor so as to effect the following:        
        
a.	The election of a Board of Directors of STC        
consisting of seven (7) members;        
        
b.	The election of no more than two (2) management        
directors (the "Management Directors") as such term is        
defined in Section 1.2 herein;        
        
c.	For so long as one or more of the Stockholders own        
Shares comprising (i) more than ten percent (10%) of the        
Voting Power, the election of two (2) directors as designated        
by International Capital Partners, Inc. ("ICP"), and (ii) more        
than five percent (5%) of the Voting Power, the election of        
one (1) director as designated by ICP (each director so        
designated by ICP being hereinafter referred to as an "ICP        
Director"). For purposes of this subsection, ownership of        
options, warrants or convertible securities that upon exercise        
or conversion shall entitle the holder thereof to acquire        
Shares shall be deemed to be ownership of the Voting Power        
of the equivalent number of Shares;        
        
d.	For so long as STF owns Shares comprising more        
than five percent (5%) of the Voting Power, the election of        
one (1) director as designated by STF (the "STF Director").        
For purposes of this subsection, ownership of options,        
warrants or convertible securities that upon exercise or        
conversion shall entitle the holder thereof to acquire Shares        
shall be deemed to be ownership of the Voting Power of the        
equivalent number of Shares); and        
        
e.	The election of directors of STC who shall cause the        
Board of Directors of STC to form an Executive Committee        
comprised of one (1) Management Director, one (1) ICP        
Director, and one (1) additional director as designated by the        
other holders of the Company's Series B Convertible        
Preferred Stock.        
        
1.2	Management Director. For the purposes of Section 1        
herein, the term "Management Director" shall mean an        
officer and full-time employee of STC, provided however that        
Anthony Autorino shall be deemed a Management Director        
for so long as he is a member of the Board of Directors of        
STC. In the event that a Management Director elected in        
accordance with Section 1. lb., ceases to be either an officer        
or Full-time employee of STC, such Management Director        
shall be removed as a Director and his position filled with a        
qualified Management Director under the procedure set forth        
for the filling of vacancies on the Board of Directors as set        
forth in the Bylaws of STC.        
        
2.	Director Indemnification. In the event that any        
director contemplated by this Agreement shall be made or        
threatened to be made a party to any action, suit or        
proceeding with respect to which he may be entitled to        
indemnification by the Company pursuant to its Certificate of        
Incorporation or otherwise, he shall be entitled to be        
represented in such action, suit or proceeding by counsel of        
his choice (subject to the provisions of any applicable        
insurance policy) and the reasonable expenses of such        
representation shall be reimbursed by the Company to the        
extent provided in or authorized by said Certificate of        
Incorporation or other provision and permitted by applicable        
law.        
        
3.	Entire Agreement Amendment and Waiver. This        
Agreement contains the entire agreement and understanding        
of the parties with respect to the subject matter hereof and        
supersedes all prior negotiations, commitments, agreements        
and understandings heretofore had between them with respect        
thereto. This Agreement may be amended, and compliance        
with any provisions of this Agreement may be omitted or        
waived, by the written agreement of all parties. A waiver on        
one occasion shall not constitute a waiver on any further        
occasion.        
        
4.	Notices.  All notices, requests, consents, and other        
communications under this Agreement shall be in writing and        
shall be delivered by hand, by telecopier, by overnight mail or        
mailed by first class certified or registered mail, return receipt        
requested, postage prepaid:        
        
a.	if to the Stockholders:        
        
International Capital Partners, Inc.        
300 First Stamford Place        
Stamford, CT 06902        
Attn:	Legal Department        
        
		and        
        
Zesiger Capital Group LLC        
320 Park Avenue        
New York, New York 10022        
Attn:	Albert L. Zesiger        
        
(or at such other address as may have been furnished in        
writing by ICP to STF). With a copy to:        
        
Pepe & Hazard        
Goodwin Square        
Hartford, CT 06103        
Attn:	Walter W. Simmers, Esq.        
        
b.	if to STF:        
        
Shared Technologies Fairchild Inc.        
100 Great Meadow Road        
Wethersfield, CT 06109        
Attn:	Legal Department        
        
(or at such other address as may have been furnished in        
writing by STF to ICP).        
        
With a copy to:        
        
Gadsby & Hannah        
125 Summer Street        
Boston, MA 02110        
Attn:	Harold J. Carroll, Esq.        
        
5.	Counterparts. This Agreement may be executed in        
more than one counterpart, each of which shall be deemed to        
be an original and all of which, together, shall constitute one        
and the same instrument.        
        
6.	Applicable Law. This Agreement shall be governed        
by, and construed and enforced in accordance with, the        
internal laws of Delaware without regard to its conflict of law        
rules.        
        
7.	Specific Enforcement. The Equity Holders        
acknowledge and agree that the recovery of money damages        
will not constitute an adequate remedy for breach of the        
provisions of this Agreement. Accordingly, each Investor        
agrees that the provisions of this Agreement may be        
specifically enforced against them in addition to any other        
remedies available for breach of this Agreement, and each        
such Investor hereby waives the defense in any equitable        
proceeding that there is an adequate remedy at law for any        
such breach.        
        
8.	Transferees, Successors and Assigns. This        
Agreement shall be inure to the benefit of and shall be        
binding upon each Investor's transferees, successors and        
assigns. Each Investor agrees that it will not sell, transfer or        
assign any of the Shares (or any options, warrants,        
convertible securities or rights pursuant to which the holder        
thereof shall be entitled to acquire or would otherwise become        
the beneficial owner of such Shares), nor grant any security        
agreement or pledge with respect to such Shares (each a        
"Transfer") unless prior to such Transfer (a) the proposed        
purchaser, transferee, assignee, secured party or pledgee of        
such Shares agrees in writing to be bound by the terms of this        
Agreement and executes an amendment to this Agreement for        
that purpose, and Q)) an original of such agreement and        
amendment are delivered to the Investor who is not        
consummating such Transfer upon the consummation of such        
Transfer. Any Transfer of Shares in violation of this        
Agreement shall be void and unenforceable. The certificates        
representing the Shares held by the Equity Holders will bear a        
legend to the following effect:        
        
"Transfer and Voting of the Shares represented by this        
Certificate are subject to the terms of an Equity Holders        
Agreement dated August 19, 1996, among the holder and        
other Equity Holders, a copy of which is on file at the        
principal office of the Corporation."        
        
9.	Termination. This Agreement shall terminate upon        
the registration of any of the Shares held by any of the parties        
hereto pursuant to an effective registration statement covering        
such Shares pursuant to the Securities Act of 1933.        
        
IN WITNESS WHEREOF, this Agreement has been duly        
executed as of the date first above written.        
        
        
	ZESIGER Capital GROUP LLC        
	Attorney-in-fact for the investors as set forth in        
	Exhibit A hereto        
        
        
	By:  ______________________        
	Name:        
	Its ______________________        
	(Duly Authorized)        
        
        
	International Capital Partners, Inc. and its affiliates        
        
        
	By:  _____________________        
	Name:        
	Its ______________________        
	(Duly Authorized)        
        
        
	SHARED TECHNOLOGIES FAIRCHILD, INC.        
        
        
	By:  ______________________        
	Name:        
	Its ______________________        
	(Duly Authorized)