EMPLOYMENT AGREEMENT



     Agreement made this 6th day of December, 1996, by and between 
The Network Connection, Inc.,  with offices located at 1324 Union Hill 
Road, Alpharetta, GA,  30201 (the Company), and Kevin D. Sheldon 
residing at 10970 Donamere Drive, Alpharetta, Georgia  30202 (the 
Employee).


W I T N E S S E T H:   

     WHEREAS,  Company is desirous of employing Employee as 
General Counsel and Corporate Secretary of Company, and Employee 
is desirous of committing himself to serve Company in such capacities, 
all upon the terms and subject to the conditions hereinafter provided.

     NOW, THEREFORE, in consideration of the mutual covenants 
and agreements herein contained, the parties hereto, intending to be 
legally bound, agree as follows:

1.  Employment..    

Company agrees to employ Employee, and employee agrees to be 
employed by Company, upon the terms and subject to the conditions of 
this Agreement.

2.  Term.               
  
     The employment of Employee by Company as provided in Section 
1 will be for a period commencing on December 6, 1996 and  ending 
on December 6, 1999, unless sooner terminated as hereinafter set forth
(the Term).

3.  Duties: Best Efforts: Indemnification.       

     Employee shall serve as General Counsel and Secretary of the 
Company, subject only to the directions from the Chairman, Chief 
Executive Officer, Vice Chairman, President, Chief Financial Officer 
and Board of Directors of Company.  Subject only to the directions of 
those identified in the preceding sentence, Employee shall have 
supervision and control over, and sole responsibility for the legal, risk 
management and human resource affairs of the Company as well as 
Secretarial responsibilities as defined in the Companys Bylaws, and 
shall have such powers and duties as may be from time to time 
prescribed by the Board of Directors of  Company, provided that the 
nature of Employees powers and duties so prescribed shall not be 
inconsistent with Employees position and duties set forth herein.

     Employee shall devote all of his business time, attention and 
energies to the business and affairs of Company, shall use his best 
efforts to advance the best interests of Company and shall not during 
the Term be actively engaged in any other business activity, whether or 
not such business activity is pursued for gain, profit or other pecuniary 
advantage. The Employee shall expend his best efforts on behalf of the 
Company and abide by all reasonable Company policies now or 
hereafter existing.

     Subject to the provisions of  Companys Certificate of Incorporation 
and Bylaws, each as amended from time to time, Company shall 
indemnify Employee to the fullest extent permitted by the General 
Corporation Law of the State of Georgia, as amended from time to 
time, for all amounts ( including without limitation, judgments, fines, 
settlement payments, expenses and attorneys fees) incurred or paid by 
Employee in connection with any action, suit, investigation or 
proceeding arising out of or relating to the performance by Employee 
of services for, or the acting by Employee as a director, officer or 
employee of, Company, or any other person or enterprise at 
Companys request.  Company shall obtain and maintain in full force 
and effect during the Term, directors and officers liability insurance 
policies providing full and adequate protection to Employee acting 
within his capacities for the Company.

4.  Place of Performance.  

     In connection with his employment by Company, Employee shall be 
based at the principal manufacturing facility of Company located at 
1324 Union Hill Road, Alpharetta, Georgia 30201 (the Offices), and 
Employee shall have discretion regarding his absence therefrom on 
travel status or otherwise during any calendar year.  Employee shall not 
be required to move his present residence in order to perform the 
services contemplated hereby.  Subject to the foregoing, in connection 
with any relocation of the Offices or transfer consented to by 
Employee, Company will promptly pay (or reimburse Employee for) 
all reasonable moving and moving related expenses incurred by 
Employee as a consequence of a change of his principal residence in 
connection with any such transfer or relocation of the Offices.

5.  Compensation.
     
    (a) Base Salary.  Company shall pay to Employee a base salary (the 
Base Salary) at a rate of not less than Seventy thousand dollars 
($70,000) per annum, payable in equal semi-monthly installments 
during the Term.  The Board of Directors of the Company, at least 
annually, will review the Base Salary and other compensation during 
the Term with a view toward the increase thereof based upon 
Employees performance, the performance of Company, inflation, then 
prevailing industry salary scales and other relevant factors.  The Base 
Salary provided hereunder, as may be increased by the Board of 
Directors of Company from time to time, shall not be reduced without 
Employees consent.  

     (b)  Out-of-Pocket Expenses.   Company shall promptly pay to 
Employee the reasonable expenses incurred by him in the performance 
of his duties hereunder, including, without limitation, those incurred in 
connection with business related travel or entertainment, or, if such 
expenses are paid directly by Employee, Company shall promptly 
reimburse Employee for such payment, provided that Employee 
properly accounts therefor in accordance with Companys written 
policy.

     (c)  Participation in Benefit Plans.    Employee shall be entitled to 
participate in or receive benefits under any pension plan, profit sharing 
plan, stock option plan, stock purchase plan or arrangement, health and 
accident plan or any other employee benefit plan or arrangement made 
available by Company to its executives and key management 
employees.

     (d)  Vacation.   Employee shall be entitled to paid vacation days in 
each calendar year as determined by Company from time to time, but 
not less than three (3) weeks in any calendar year, prorated in any 
calendar year during which Employee is employed hereunder for less 
than entire year in accordance with the number of days in such year 
during which Employee is so employed.  Employee shall also be 
entitled to all paid holidays given by Company to its executives and 
key management employees.

     (e)  Other Benefits.    In addition to the other benefits specified 
pursuant to this Section 5, Company shall provide Employee with an 
automobile allowance of $400.00 per month to be used to meet the 
costs of operating an automobile for business use.  

       (f)  Incentive Compensation.     The Company may also pay to 
Employee other incentive compensation as may be set by the Board of 
Directors from time to time to reflect Employees contribution to the 
financial goals of the Company.

6.  Termination.

     Employees employment hereunder shall be terminated upon 
Employees death and may be terminated as follows: 

     (a)  Effective upon the giving of written notice by the Board of 
Directors of Company to Employee in the event that Employee 
hereafter (i) shall willfully fail to comply with any of the material terms 
of this Agreement, (ii) shall fail to perform his duties hereunder, (iii) 
shall be diagnosed with chronic alcoholism or any other form of 
addiction which substantially impairs the Employees ability to 
perform his duties hereunder, or (iv) shall willfully engage, in his 
capacity as an executive or officer of Company, in gross misconduct 
injurious to the Company, and a vote to such effect shall have been 
adopted by not less than a majority of the directors (including 
Employee) then in office of Company, after reasonable notice to 
Employee and an opportunity for him to be heard before such Board.  
For purposes of this Section 6(a), no act, or failure to act, on 
Employees part shall be considered willful unless done, or omitted 
to be done, by Employee not in good faith and without reasonable 
belief that his action(s) or omission(s) were in the best interests of 
Company.
     (b)  Upon not less than sixty (60) days written notice by the Board 
of Directors of Company to Employee in the event that (i) the Board 
shall have received a written statement from a reputable independent 
physician to the effect the Employee shall have become so 
incapacitated as to be unable to resume, within the ensuing twelve (12) 
months his employment hereunder by reason of physical or mental 
illness or injury, or (ii) Employee shall not have substantially 
performed his duties hereunder for six (6) consecutive months 
(exclusive of any vacation permitted under Section 5 (d) hereof) by 
reason of any such physical or mental illness.

     (c)  If, within thirty (30) days after any notice of  termination 
pursuant to Sections 6(a) or 6(b) hereof is given, Employee informs 
Company in writing that a dispute exists concerning such termination, 
such termination shall be deemed to have occurred only upon the date 
on which such dispute is finally resolved.  During the pendency of any 
such dispute and until such dispute is finally resolved, Company shall 
continue to pay Employee the Base Salary in effect at the date of such 
notice of termination pursuant to Section 6(a) or 6(b).  If such dispute 
results in a final determination to the effect that Company did not have 
a proper basis for such termination, Company shall promptly pay to 
Employee any other payments to which Employee would have been 
entitled to receive had Employees employment hereunder not been 
improperly terminated, and if such dispute results in a final 
determination to the effect that Company did have a proper basis for 
such termination, the Base Salary pursuant to the preceding sentence 
shall cease and terminate upon the date of such final determination.

     (d)  In the event of the termination of Employees employment 
pursuant to Section 6(b) hereof, for the longer of one year following 
any such termination or the balance of the Term (as if such termination 
had not occurred), Company shall (i) continue to pay Employee the 
Base Salary in effect at the time of such
termination less the amount, if any, then payable to Employee under 
any disability benefits of Company,
(ii) pay to Employee at the end of the fiscal year in which his 
termination occurred, the amount which would have been payable to 
Employee pursuant to Companys bonus pool, if any, for the entire 
year in which such termination occurred pro-rated to the effective date 
of termination and (iii) maintain at its expense, all major medical and 
other health, accident, life or other disability plans and programs in
which Employee participated immediately prior to such termination.

     (e)  In the event of the termination of Employees employment as a 
result of Employees death, Company shall (i) for the longer of (X) one 
year following Employees death or (Y) the balance of the Term (as if 
such termination had not occurred), continue to pay to Employees 
estate Employees Base Salary in effect at the time of such termination,  
(ii) pay to Employees estate at the end of the fiscal year in which 
Employees death occurred, the amount which would have been 
payable to Employee pursuant to Companys bonus pool, if any, for the 
entire fiscal year in which his death occurred pro-rated to the date of 
his death, and  (iii) for the longer of one year following Employees 
death or the balance of the Term (as if such termination had not 
occurred), maintain, at Companys expense, for the continued benefit 
of Employees family, all major medical and other health, accident, life 
or other disability plans and programs in which Employee participated 
immediately prior to his death.  Company shall also pay to Employees 
heirs a lump-sum death benefit equal to 50% of any key employee life 
insurance obtained by Company on the life of Employee.

7.  Severance. 

     Upon (i) the acquisition by any person (as such term is defined in 
sections 13 (d) and 14 (d) (2) of the Securities Exchange Act of 1934, 
as amended), directly or indirectly of securities of Company 
representing 51% or more combined voting power of Companys then 
outstanding securities, (ii) the future disposition by  Company (whether 
direct or indirect, by sale of assets or stock, merger, consolidation or 
otherwise) of all or substantially all of its business and/or assets in a 
transaction to which Employee does not consent, (iii) the breach by 
Company of its material obligations under this Agreement, or (iv) the 
termination of this Agreement by Company for any reason other than 
(X) that specified in Section 6 (a) hereof or (Y) by mutual agreement of 
Company and Employee (such events being hereinafter collectively 
referred to as a Severance Event), Employee shall have the right to 
terminate this Agreement within ten (10) days after the occurrence of 
such Severance Event.  Upon the effective date of such termination, 
Employee shall be entitled to receive a lump sum severance amount 
equal to the sum of (I) the greater of (x) the present value of his Base 
Salary in effect at the time of Severance Event for one year or (y) the 
present value of his Base Salary in effect at the time of the Severance 
Event for the remainder of the Term (as if such termination had not 
occurred) plus (II) the estimated amount which would have been 
payable to  Employee pursuant to Companys bonus pool, if any, for 
the fiscal year during which such termination occurred, as determined 
in good faith by the Board of Directors of Company based upon 
Companys results of operations for the fiscal year through the 
effective date of the termination and its historical results of operations 
and pro-rated to the effective date of termination.  In addition, for the 
longer of one year following any such termination or the balance of the 
Term (as if such termination had not occurred), Company shall 
maintain, at Companys expense, major medical and other health, 
accident, life or other disability plans or programs in which Employee 
participated immediately prior to such termination.  For purposes of 
this Agreement, the present value of Employees Base Salary shall be 
based upon an interest rate of ten percent (10%) per annum.  Employee 
shall not be required to mitigate the amount of the termination payment 
provided pursuant to this Section 7, nor will such payment be reduced 
by reason of Employees securing other employment.  

8.  Covenant Regarding Inventions and Copyrights; Protection of 
Confidential Information. 

The Employee Invention, Non-Disclosure and Non-Solicitation 
Agreement dated September 24, 1996 between Company and 
Employee (the NDA Agreement) is incorporated herein by reference. 

9.  Disputes.  

     If Company or Employee shall dispute any termination of 
Employees employment hereunder or if a dispute concerning any 
payment hereunder shall exist:

     (a)  either party shall have the right (but not the obligation), in 
addition to all other rights and remedies provided by law, to compel 
arbitration of the dispute in Fulton County, Georgia, under the rules of 
the American Arbitration Association by giving written notice of 
arbitration to the other party within thirty (30) days after notice of such 
dispute has been received by the party to whom notice has been given; 
and

     (b) if such dispute (whether or not submitted to arbitration pursuant 
to Section 9 (a) hereof) results in a determination that (i) Company did 
not have the right to terminate Employees Employment under the 
provisions of this Agreement or (ii) the position taken by Employee 
concerning payments to Employee is correct, Company shall promptly 
pay, or if theretofore paid by Employee, shall promptly reimburse 
Employee for, all costs and expenses (including attorneys fees) 
reasonably incurred by Employee in connection with such dispute.


10.  Successors; Binding Agreement.    
     
     (a)  In the event of a future disposition by Company (whether direct 
or indirect, by sale of assets or stock merger, consolidation or 
otherwise) of all or substantially all of its business and/or assets in a 
transaction to which Employee consents, Company will require any 
successor, by agreement in form and substance satisfactory to 
Employee, to expressly assume and agree to perform this Agreement in 
the same manner and to the same extent that Company would be 
required to perform if no such disposition had taken place.

     (b)  This Agreement and all rights of Employee hereunder shall 
inure to the benefit of, and be enforceable by, Employees personal or 
legal representatives, executors, administrators, successors, heirs, 
distributees, devisees and legatees.  If Employee should die while any 
amount would still be payable to him hereunder if he had continued to 
live, all such amounts, unless otherwise provided herein, shall be paid 
in accordance with the terms of this Agreement to Employees estate.

11.  Notices. 

     All notices, consents or other communications required or permitted 
to be given by any party hereunder shall be in writing (including 
telecopy or other similar writing) and shall be given by personal 
delivery, certified or registered mail, postage prepaid, or telecopy (or 
other similar writing) as follows:

To Company:						To 
Employee:

The Network Connection					Kevin 
D. Sheldon
1324 Union Hill Road					10970 
Donamere Drive
Alpharetta, Georgia  30201			
	Alpharetta, Georgia  30202
Attn: CEO   
                                                                        
or at such other address or telecopy number (or other similar number) 
as either party may from time to time specify to the other.  Any notice, 
consent or other communication required or permitted to be given 
hereunder shall have been deemed to be given on the date of mailing, 
personal delivery or telecopy or other similar means (provided the 
appropriate answer back is received) thereof and shall be conclusively 
presumed to have been received on the second business day following 
the date of mailing or, in the case of personal delivery or telecopy or 
other similar means, the day of delivery thereof, except that a change 
of address shall not be effective unit actually received.

12.  Modifications and Waivers. 
    
     No term, provision or condition of this Agreement may be modified 
or discharged unless such modification or discharge is authorized by 
the Board of Directors of Company and is agreed to in writing and 
signed by Employee and Company.  No waiver by either party hereto 
of any breach by the other party hereto of any term, provision  or 
condition of this Agreement to be performed by such other party shall 
be deemed a waiver of similar or dissimilar provisions or conditions at 
the same or at any prior or subsequent time.

13.  Entire Agreement.

    This Agreement constitutes the entire understanding between the 
parties hereto relating to the subject matter hereof, superseding all 
negotiations, prior discussions, preliminary agreements and agreements 
relating to the subject matter hereof made prior to the date hereof.


14.  Governing Law.      
    
    Except as otherwise explicitly noted, this Agreement shall be 
governed by and construed in accordance with the laws of the State of 
Georgia (without giving effect to conflicts of law).

15.  Invalidity.
    Except as otherwise specified herein, the invalidity or 
unenforceability of any term or terms of this Agreement shall not 
invalidate, make unenforceable or otherwise affect any other term of 
this Agreement which shall remain in full force and effect.  
16.  Headings.     
     The headings contained in this Agreement are for reference 
purposes only and shall not affect the meaning or interpretation of this 
Agreement.
EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT 
THEY HAVE READ AND UNDERSTAND THIS AGREEMENT 
AND AGREE TO BE BOUND BY ITS TERMS.
IN WITNESS WHEREOF,  the parties hereto have executed this 
Agreement on the day and year set forth above.

     Company:                                                              
	Employee:

By:_____________________________                             
By:_________________________________

Title: Chairman and CEO					
	Kevin D. Sheldon