WAIVER AND AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

      THIS WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
("Amendment") is dated as of April 15, 1998 and is entered into by and between
BankAmerica Business Credit, Inc. ("Lender") and Intellicell Corp. ("Borrower").
All capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Agreement (as hereinafter defined).

                                   WITNESSETH

      WHEREAS, the Borrower and the Lender have entered into that certain Loan
and Security Agreement dated as of January 12, 1998, as amended and supplemented
(the "Agreement");

      WHEREAS, an Event of Default has occurred under the Agreement; and

      WHEREAS, the Borrower desires to have the Event of Default waived and to
amend the Agreement and the Lender is willing to do so, subject to the terms and
conditions stated herein;

      NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Borrower and Lender hereby agree as follows:

      Section 1. Waiver of Default. The Lender hereby waives the Event of
Default arising from the failure of the Borrower to maintain the minimum
tangible net worth required by Section 10.23 of the Agreement for the fiscal
quarter ending December 31, 1997. This waiver is only applicable and shall only
be effective for the specific instance, for the specific purpose, and for the
specific period for which given. Such waiver is expressly limited to the facts
and circumstances referred to herein and shall not operate (a) as a waiver of or
consent to non-compliance with any other section of the Agreement or any other
Loan Document, (b) as a waiver of or a restriction on or prejudice with respect
to any right, power or remedy of the Lender under the Agreement or any other
Loan Document, or (c) as a waiver of or consent to any other Event of Default or
Event under the Agreement or any other Loan Document.

      Section 2. Amendment to the Agreement. The Lender and Borrower agree that
the Agreement shall be amended as follows:

            A. Amendment to Section 1. Section 1 of the Agreement is amended by
      adding the following definition:

                  "`Amendment Date' means April 15, 1998."

            B. Amendment to Section 1. The definition of "Availability" in
      Section 1 of the Agreement is amended in its entirety to read as follows:
<PAGE>

            "`Availability' means at any time the lesser of:

                  (a) The amount of Six Million and 00/100 Dollars
            ($6,000,000.00) (the `Maximum Revolving Credit Line') or

                  (b)   The sum of

                        (i)   up to eighty percent (80%) of the Net Amount of
                              Eligible Accounts, and

                        (ii)  the lesser of

                              a)    One Million and 00/100 Dollars ($1,000,000);
                                    or

                              b)    up to fifty percent (50%) of the value of 
                                    Eligible Inventory;

            provided, however, that at all time Availability shall be reduced by
            the sum of:

                  (a) the unpaid balance of Revolving Loans at that time;

                  (b) the aggregate undrawn face amount of all outstanding
            Letters of Credit which the Lender has caused to be issued or
            obtained for the Borrower's account;

                  (c) reserves for accrued interest on the Revolving Loans and
            reserves for accounts payable 30 days or more past due date;

                  (d)   the Environmental Compliance Reserve;

                  (e) all other reserves which the Lender in its reasonable
            discretion deems necessary or desirable to maintain with respect to
            the Borrower's account, including, without limitation, with respect
            to any amounts which the Lender may be obligated to pay in the
            future for the account of the Borrower."

            C. Amendment to Section 1. The definition of "Eligible Inventory" in
      Section 1 of the Agreement is amended in its entirety to read as follows:

                  "`Eligible Inventory' means Inventory, valued at the lower of
            cost (on a first-in, first-out basis) or market, that constitutes
            first quality finished goods and that: (a) is not, in the Lender's
            reasonable opinion, Slow Moving, obsolete or unmerchantable; (b) is
            located at Premises owned or leased by the Borrower 
<PAGE>

            or on Premises otherwise reasonably acceptable to the Lender,
            provided, however, that Inventory located on Premises leased to the
            Borrower shall not be Eligible Inventory unless the Borrower shall
            have delivered to the Lender a written waiver, duly executed on
            behalf of the appropriate landlord and in form and substance
            acceptable to the Lender, of all Liens which the landlord for such
            Premises may be entitled to assert against such Eligible Inventory;
            (c) is subject to the Lender's first priority perfected security
            interest; (d) is not work-in-process, spare parts, accessories,
            packaging and shipping materials, supplies, bill-and-hold Inventory,
            returned, defective or damaged Inventory, or refurbished Inventory
            to the extent the aggregate value thereof is in excess of $200,000,
            or Inventory delivered to the Borrower on consignment; and (e) the
            Lender, in the exercise of its reasonable discretion, deems eligible
            as the basis for Revolving Loans based on such collateral and credit
            criteria as the Lender may from time to time establish. If any
            Inventory at any time ceases to be Eligible Inventory, such
            Inventory shall promptly be excluded from the calculation of
            Eligible Inventory."

            D. Amendment of Section 3. Section 3.1 of the Agreement is amended
      in its entirety to read as follows:

                        "3.1 Interest. All Obligation shall bear interest on the
            unpaid principal amount thereof from the date made until paid in
            full in cash at a fluctuating per annum rate equal to two and
            one-half percent (2.50%) (the `Reference Rate Margin') plus the
            Reference Rate. Each change in the Reference Rate shall be reflected
            in the interest rate as of the effective date of such change. All
            interest charges shall be computed on the basis of a year of three
            hundred sixty (360) days and actual days elapsed. All interest shall
            be payable to Lender on the first day of each month hereafter.
            Notwithstanding any provision of the Agreement to the contrary, all
            Loans shall be Reference Rate Revolving Loans and no LIBOR Reference
            Rate Loans shall be available to the Borrower at any time after the
            Amendment Date."

            E. Amendment to Section 10. Section 10.22 of the Agreement is
      amended in its entirety to read as follows:

                  "10.22 EBITDA. The Borrower will achieve a monthly EBITDA of
      not less than the following amounts calculated as of the end of the
      following months:


      Period

            Month ending 4/30/98                                     ($78,000) 
            Month ending 5/31/98                                     ($78,000)
<PAGE>                                                            
                                                                  
            Month ending 6/30/98                                     ($36,000) 
            Month ending 7/31/98                                     ($37,000) 
            Month ending 8/31/98                                     ($37,000) 
            Month ending 9/30/98                                     ($19,000) 
            Month ending 10/31/98                                    ($28,000) 
            Month ending 11/30/98                                    ($28,000) 
            Month ending 12/31/98                                     ($1,000) 
            Month ending 1/31/99 and at the end of          Not less than Zero
             each month thereafter"                 

            F. Amendment to Section 10. Section 10.23 of the Agreement is
      amended in its entirety to read as follows:

                  "10.23 Adjusted Tangible Net Worth. The Borrower will maintain
            Adjusted Tangible Net Worth of not less than the following amounts
            during the following periods:

                 Period
                                                           
            Month ending 3/31/98                                   $3,000,000
            Month ending 4/30/98                                   $2,930,000
            Month ending 5/31/98                                   $2,802,000
            Month ending 6/30/98                                   $2,715,000
            Month ending 7/30/98                                   $2,628,000
            Month ending 8/31/98                                   $2,541,000
            Month ending 9/30/98                                   $2,472,000
            Month ending 10/30/98                                  $2,394,000
            Month ending 11/30/98                                  $2,315,000
            Month ending 12/31/98 and at the end of                $2,264,000
             each month thereafter"                             
                                                         
      Section 3.  Conditions.  The  effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:

            A. Amendment. Fully executed copies of this Amendment signed by the
      Borrower shall be delivered to Lender.

            B. Resolution. A certificate executed by the Secretary or Assistant
      Secretary of Borrower certifying that the Borrower's Board of Directors
      has adopted resolutions authorizing the execution, delivery and
      performance by the Borrower of the Amendment shall be delivered to Lender.

            C. Other Documents. Borrower shall have executed and delivered to
      the Lender 
<PAGE>

      such other documents and instruments as Lender may require.

            D. Amendment Fee. The payment of an Amendment Fee to Lender by
      Borrower in the amount of $25,000.

      Section 4.  Miscellaneous.

            A. Survival of Representations and Warranties. All representations
      and warranties made in the Agreement or any other document or documents
      relating thereto, including, without limitation, any Loan Document
      furnished in connection with this Amendment, shall survive the execution
      and delivery of this Amendment and the other Loan Documents, and no
      investigation by Lender or any closing shall affect the representations
      and warranties or the right of Lender to rely thereon.

            B. Reference to Agreement. The Agreement, each of the Loan
      Documents, and any and all other agreements, documents or instruments now
      or hereafter executed and delivered pursuant to the terms hereof, or
      pursuant to the terms of the Agreement as amended hereby, are hereby
      amended so that any reference therein to the Agreement shall mean a
      reference to the Agreement as amended hereby.

            C. Agreement Remains in Effect. The Agreement and the Loan Documents
      remain in full force and effect and the Borrower ratifies and confirms its
      agreements and covenants contained therein. The Borrower hereby confirms
      that, after giving effect to this Amendment, no Event of Default or Event
      exists as of such date.

            D. Severability. Any provision of this Amendment held by a court of
      competent jurisdiction to be invalid or unenforceable shall not impair or
      invalidate the remainder of this Amendment and the effect thereof shall be
      confined to the provision so held to be invalid or unenforceable.

            E. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
      EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
      PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

            F. Successors and Assigns. This Amendment is binding upon and shall
      inure to the benefit of Lender and Borrower and their respective
      successors and assigns; provided, however, that Borrower may not assign or
      transfer any of its rights or obligations hereunder without the prior
      written consent of Lender.
<PAGE>

            G. Counterparts. This Amendment may be executed in one or more
      counterparts, each of which when so executed shall be deemed to be an
      original, but all of which when taken together shall constitute one and
      the same instrument.

            H. Headings. The headings, captions and arrangements used in this
      Amendment are for convenience only and shall not affect the interpretation
      of this Amendment.

            I. Expenses of Lender. Borrower agrees to pay on demand (i) all
      costs and expenses reasonably incurred by Lender in connection with the
      preparation, negotiation and execution of this Amendment and the other
      Loan Documents executed pursuant hereto and any and all subsequent
      amendments, modifications, and supplements hereto or thereto, including,
      without limitation, the costs and fees of Lender's legal counsel and the
      allocated cost of Lender's in-house counsel and (ii) all costs and
      expenses reasonably incurred by Lender in connection with the enforcement
      or preservation of any rights under the Agreement, this Amendment and/or
      other Loan Documents, including, without limitation, the costs and fees of
      Lender's legal counsel and the allocated cost of Lender's in-house
      counsel.

            J. ACH Transaction. Effective as of Amendment Date, the Borrower
      acknowledges that no ACH Transactions will be available from Bank.

            K. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN
      DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AND ENTIRE AGREEMENT BETWEEN
      LENDER AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND
      BORROWER.

      IN WITNESS WHEREOF, the parties have executed this Amendment under seal on
the date first written above.

                                    INTELLICELL CORP.


                                    By:
                                       Name:
                                       Title:


                                    BANKAMERICA BUSINESS CREDIT, INC.


                                    By:
                                       Name:
                                       Title:
<PAGE>

                            CERTIFICATE OF RESOLUTION


      I,                , hereby certify that:

      I am the duly qualified and acting secretary of Intellicell Corporation, a
Delaware corporation

      The following is a true copy of resolutions duly adopted by the board of
directors of the corporation at a special meeting held on April , 1998, at which
a quorum was present and which voted thereon:

      "RESOLVED  that the terms of Amendment  No. 1 to Loan and Security
      Agreement   between  the  corporation  and  BankAmerica   Business
      Credit, Inc. are hereby approved and ratified.

      FURTHER RESOLVED, that any one officer of this corporation is hereby
      authorized and directed, on behalf of this corporation, to make, execute,
      and deliver to BankAmerica Business Credit Inc., any and all documents and
      to do any and all acts necessary or desirable to effectuate the foregoing
      resolution."

      These resolutions are in conformity with the articles of incorporation and
bylaws of the corporation, have never been modified or repealed, and are now in
full force and effect.

      IN WITNESS WHEREOF, I have set my hand and the seal of the corporation on
the day of April, 1998.


                                       -------------------------------
                                                      , Secretary

[Seal]