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                                                                       EXHIBIT 4
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                          First Modification to Second
                               Amended Disclosure
                         Statement dated August 7, 1998






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                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA

In re:

                                                   CASE NO. 98-20169-BKC-RBR

2CONNECT EXPRESS, INC.,

                                                   CHAPTER 11
            Debtor.
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            FIRST MODIFICATION TO SECOND AMENDED DISCLOSURE STATEMENT

                  2CONNECT EXPRESS, INC. (the "Debtor"), files its First
Modification to Second Amended Disclosure Statement, such Disclosure Statement
having been served on all creditors and interested parties via First Class mail
on July 17, 1998. The Modification contained herein applies only to Article V,
subsections (B) through (G) of the Second Amended Disclosure Statement for
Amended Plan of Reorganization. The relevant subsections are modified as
follows:

                                    ARTICLE V
               MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN

                  A. VESTING OF PROPERTY OF THE ESTATE.

                             No modification.

                  B. RETENTION OF EQUITY SECURITIES.

                  This Section shall be deleted and the following
substituted therefor:

                  On the Effective Date, the interests of all holders of
pre-petition Equity Securities and all such Equity Securities shall be deemed
cancelled and extinguished.



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                  C. MEANS FOR IMPLEMENTATION OF PLAN.

                  This Section shall be deleted and the following
substituted therefor:

                  The Debtor, since the filing of this case, has been
streamlining its costs, downsizing its operations and liquidating excess assets.
The Debtor has completed such efforts by closing all of its remaining stores,
with the exception of the Coral Square store location, eliminating all but a
small staff at the corporate level and liquidating, through auction, all
remaining excess inventory, equipment and furniture. Prior to the Effective
Date, the Debtor anticipates that it will have liquidated and reduced to Cash
all of its excess assets with the exception of those assets which it will retain
as a reorganized Debtor pursuant to the terms hereof.

                  In addition, the Debtor and the Committee assert that they
have negotiated and finalized the terms upon which Sterne Agee will make a New
Value Contribution in the amount of $185,000 on the Effective Date. The Debtor
has already received $10,000 from Bobby Allison Cellular in connection
therewith. The proceeds from the liquidation of assets and the New Value
Contribution shall be included in Available Cash. Nevertheless, despite the
Debtor and the Committee believing they have reached such an agreement with
Sterne Agee, Sterne Agee has recently indicated that it does not currently have
an obligation to go forward and perform its alleged obligation thereunder. The
Debtor and the Committee contend that Sterne Agee has anticipatorily breached
its









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agreement to fund the New Value Contribution. Sterne Agee contends that 
it has not breached such agreement because the Debtor failed to perform a
condition precedent thereto. Also, Sterne Agee asserts that it never agreed to
make a New Value Contribution but only to purchase certain assets in the event
the Debtor complies with the conditions precedent. The Debtor is preparing to
file a lawsuit against Sterne Agee in these bankruptcy proceedings (the
"Adversary Complaint") based upon the assertion that Sterne Agee has refused to
perform and has breached such agreement. If Sterne Agee ultimately does not
comply with the obligations the Debtor and the Committee believe it has and the
New Value Contribution is not made per the terms of such agreement, then the
Debtor shall liquidate all of its remaining assets in a manner which will
provide the highest and best value to the estate. Such assets shall include the
lease of the Coral Square store and all remaining fixtures. Any proceeds
therefrom, including any net recoveries obtained from Sterne Agee in connection
with the Adversary Complaint, shall be included in the Available Cash for
distribution to creditors hereunder.

                  If the New Value Contribution is not deposited into an escrow
account acceptable to the Debtor so as to be available to the Debtor upon
confirmation of the Plan within three (3) days prior to the hearing on
confirmation of the Plan, then the Debtor shall file with the Court and serve a
notice on all parties in interest that the Debtor will seek confirmation of the
Plan as a liquidating plan and that the Debtor will not reorganize.















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                  On the Effective Date of the Plan, the Debtor will use the
Available Cash to pay the Allowed Administrative Claims, to reserve for future
Allowed Administrative Claims, to pay the Allowed Secured Claim, the Allowed
Priority Tax Claims and the Allowed Priority Claims. Immediately thereafter, the
Debtor will make a Pro Rata Distribution of the remainder of the Available Cash
to the holders of Allowed Unsecured Claims. To do so, the Debtor will utilize
the Cash on hand on the Effective Date, which Cash was generated through
operations, through the sale/liquidation of assets, collection of accounts
receivables and the New Value Contribution, if applicable. Thereafter, and to
the extent any such assets are not liquidated as of the Effective Date, the
Reorganized Debtor shall continue its liquidation efforts and shall, within ten
(10) days after receipt of the net proceeds from any such liquidation, including
from the Adversary Complaint, distribute the net proceeds therefrom (after
payment of Allowed Administrative Claims) Pro Rata to the holders of Allowed
Unsecured Claims pursuant to the terms of the Plan.

                  The Debtor shall create a Distribution Reserve on the
Effective Date of the Plan from the Cash on hand so as to enable any
post-confirmation Allowed Administrative Claims to be paid, including those
incurred in connection with the prosecution of the Adversary Complaint.

                  Finally, the Debtor will complete any and all objections to
claims filed or to be filed in these proceedings. If the Debtor is successful
therein, then any monies reserved on 





















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the Effective Date for such claims will be re-distributed to all Allowed
Unsecured Claims hereunder after the Debtor obtains a Final Order on the last
objection to claims.

                  D.   THE NEW VALUE CONTRIBUTION.

                  This Section shall be deleted and the following substituted
therefor:

                  The Committee and the Debtor assert that they have negotiated
an agreement with Sterne Agee on the amount and contribution of the New Value
Contribution. The Debtor and the Committee assert that pursuant to the alleged
agreement, the New Value Contribution is to be $185,000, which amount is to be
paid to the Debtor on the Effective Date. The Debtor has already received
$10,000 from Bobby Allison Cellular in connection therewith. Nevertheless,
despite the Debtor and the Committee believing they have reached such an
agreement with Sterne Agee, Sterne Agee has recently taken the position that it
has no current obligation to perform. The Debtor and the Committee contend that
Sterne Agee has anticipatorily breached its agreement to fund the New Value
Contribution. Sterne Agee contends that it has not breached such agreement
because the Debtor failed to perform a condition precedent thereto. Also, Sterne
Agee asserts that it never agreed to make a New Value Contribution but only to
purchase certain assets in the event the Debtor complies with the conditions
precedent. The Debtor is preparing to file a lawsuit against Sterne Agee in
these bankruptcy proceedings based upon 




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Sterne Agee's anticipated refusal to perform.

                  E. THE MERGER WITH BOBBY ALLISON CELLULAR.

                  The following shall be added to this Subsection: If Sterne
Agee does not comply with its obligation (as alleged by the Debtor and the
Committee) to fund the New Value Contribution prior to the Effective Date, then
the Debtor will cease to exist as of the Effective Date and the estate will
survive and continue so as to resolve all pending matters. As a result, all
business operations of the Debtor shall be discontinued and the merger with
Bobby Allison shall not go forward.

                  F. POST-CONFIRMATION MANAGEMENT.

                  The following shall be added to this Subsection: If Sterne
Agee does not comply with its obligation (as alleged by the Debtor and the
Committee) to fund the New Value Contribution prior to the Effective Date, then
the Debtor will cease to exist as of the Effective Date and the estate will
survive and continue so as to resolve all pending matters. As a result, there
will be no post-confirmation management of the Debtor. However, Mr. Thomas Hicks
and certain administrative staff shall remain in order to finalize all matters
which pertain to the estate, including prosecution of the Adversary Complaint
and making of Distributions to creditors.

                  G. PRESERVATION, PROSECUTION AND DEFENSE OF CAUSES OF ACTION.
The following shall be added to this subsection:

                  The Debtor and the Debtor's estate shall preserve any and all
claims and causes of action that they have had, now have, or may in the future
have against Sterne Agee including without limitation those claims arising out
of Sterne Agee's alleged failure to fund the New Value Contribution.




































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                             2CONNECT EXPRESS, INC.




                                 By:
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                                 Thomas H. Hicks
                                 President































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