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              TERMINATION AGREEMENT AND MUTUAL GENERAL RELEASE

     This Termination Agreement and Mutual General Release ("Release") dated 
November 19, 1998, is entered into by and between Intellicell Corp., a 
Delaware corporation ("Borrower"), and BankAmerica Business Credit, Inc., a 
Delaware corporation ("BABC").

     FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the 
parties agree to terminate the Loan and Security Agreement between them dated 
as of January 12, 1998, as amended ("Loan Agreement"), effective on the date 
hereof, and the parties hereby mutually release and forever discharge one 
another, and their respective successors, representatives, assigns, officers, 
directors, agents, employees, and attorneys, and each of them, of and from any 
and all claims, demands, debts, liabilities, actions, and causes of action of 
every kind and character based upon or arising out of the Loan Agreement 
(except as hereinafter specifically set forth). Notwithstanding termination 
of the Loan Agreement, all obligations of Borrower under the Loan Agreement 
which by their terms are intended to survive termination shall continue in 
full force and effect.

     The parties hereby specifically waive as against one another any rights 
they, or any of them, may have under Section 1542 of the California Civil 
Code, which provides as follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT 
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE 
     RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS 
     SETTLEMENT WITH THE DEBTOR.

     The parties hereby warrant and represent that they have not assigned or 
in any other way conveyed, transferred, or encumbered all or any portion of 
the claims or rights covered by this Release. The parties, and each of them, 
execute this Release voluntarily, after consultation with counsel, and with 
full knowledge of its significance.

     The release by BABC provided for herein is conditioned upon the final 
payment, in cash, of all of Borrower's "Obligations" (as defined in the Loan 
Agreement) and all checks and other instruments delivered by Borrower to 
BABC, and Borrower agrees to repay BABC, on demand, the amount of any such 
check or other instrument that may be returned for nonpayment and any other 
Obligations which remain unpaid. Borrower further agrees to indemnify BABC 
against any and all claims, debts, liabilities, obligations, actions, 
proceedings, penalties, judgments, causes of action, costs, and expenses 
(including, without limitation attorneys' fees) of every kind, which BABC may 
sustain or incur as a result of Borrower's failure to pay any payroll or 
other taxes of Borrower or as a result of any other acts, omission, or 
occurrence relating to Borrower.

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     This Release, the Loan Agreement, and the other written documents and 
instruments between the parties set forth in full all of the representations 
and agreements of the parties, and this Release may not be modified or 
amended, nor may any rights hereunder be waived, except in a writing signed 
by the parties hereto.

                                       INTELLICELL CORP.


                                       By: /s/ [ILLEGIBLE]
                                          ------------------------------------
                                       Title:  CFO
                                             ---------------------------------


                                       BANKAMERICA BUSINESS CREDIT, INC.


                                       By: /s/ [ILLEGIBLE]
                                          ------------------------------------
                                       Title:  Vice President
                                             ---------------------------------


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