Exhibit 4.29


                AMENDED AND RESTATED PURCHASE & SALE AGREEMENT
                ----------------------------------------------

 Name of Sellers ("Sellers"):  I-CON INDUSTRIES, Inc., a Delaware
                               corporation, and PERFORMANCE INTERCONNECT
                               CORP., a Texas corporation.


 Dated:    March 31, 1998


      Sellers and  USA Funding, Inc.,  a Delaware corporation  ("Purchaser"),
 hereby agree to the terms and conditions  set forth in this Purchase &  Sale
 Agreement ("Agreement"):


      1.   Purchase & Sale of Accounts Receivable.

      (a)  Sellers  hereby  offer  to  sell,  assign,  transfer,  convey  and
 deliver to  Purchaser,  as absolute  owner,  all  of the  right,  title  and
 interest  of  Sellers  in  and  to  the  following  accounts  ("Account"  or
 "Accounts") which arise from  the sale of  Sellers' services or  merchandise
 (herein collectively referred to-as the  "Merchandise") as indicated by  the
 box checked below, together with all  guarantees and security therefor,  and
 all of Sellers' right, title and  interest in the Merchandise purchased  and
 represented by such Accounts, including all  of Sellers' rights to  returned
 goods and rights of  stoppage in transit, repletion,  and reclamation as  an
 unpaid vendor (with respect to each  Account, such guarantees, security  and
 rights are herein called the "Related Rights"):

  X   All  of Sellers' Eligible  Accounts (as  defined below)  not to  exceed
 ---  $750,000  (the "Commitment") outstanding  at any  time, which  Eligible
      Accounts Purchaser agrees to  purchase on the terms and conditions  set
      forth herein, or

      Eligible  Accounts totaling not  less than $______________  outstanding
 ---  at any  time, in which  case Purchaser shall  be obligated (subject  to
      the terms  and conditions stated below)  to purchase Eligible  Accounts
      totaling not more than "Commitment") outstanding at any time, or

      Only those Eligible Accounts  which Sellers from time to time may  wish
 ---  to sell but not to exceed $_____________ (the "Commitment") per  month,
      which Eligible Accounts Purchaser  agrees to purchase on the terms  and
      conditions set forth herein;

  provided, however,  that  in  no case  shall  the  purchase  price  payable
 hereunder for all Eligible  Accounts purchased at any  one time be less  tan
 $5,000.00.
<PAGE>
      (b)  Subject  to the terms of  this Agreement, Purchaser hereby  agrees
 to purchase  Eligible  Accounts  and the  Related  Rights  relating  thereto
 acceptable to Purchaser in its sole and absolute discretion. Purchaser shall
 not be obligated to purchase any Eligible Account if (i) an Event of Default
 or an event that, with the  giving of notice, the  passage of time or  both,
 would constitute  an  Event  of  Default  has  occurred  and  is  continuing
 hereunder, (ii) after such  purchase is made, the  aggregate face amount  of
 all outstanding Eligible  Accounts which  have been  purchased by  Purchaser
 would exceed  the  Commitment, or  (iii)  Purchaser has  not  determined  to
 purchase  such  Eligible  Account  in  its  sole  and  absolute  discretion.
 "Eligible Accounts" means all Accounts except the following: (i) any Account
 which has payment terms  longer than "net 30  days" or has been  outstanding
 for more than ninety  (90) days from  invoice date, (ii)  any Account as  to
 which Purchaser does not have a valid and perfected, first priority security
 interest, (iii) any Account that is owed by a customer (an "Account Debtor")
 which is an affiliate  of a Seller or  an officer or  employee of a  Seller,
 (iv) any  Account that  arises out  of  a sale  made or  services  performed
 outside of the United States of America or tat is owed by an Account  Debtor
 located outside the United States of  America, (v) any Account that is  owed
 by an Account Debtor which is  a creditor or supplier  of a Seller or  which
 has asserted any  defense or contested  any liability with  respect to  such
 Account, (vi) if twenty-five percent (25%)  or more of the aggregate  amount
 of Accounts owed by an Account  Debtor to the Sellers have been  outstanding
 more than ninety (90) days from  invoice date, all Accounts of such  Account
 Debtor, (vii) any Account  that is considered  a "progress" billing,  (viii)
 any retainages,  and  (ix)  any  Account which  has  not  been  approved  by
 Purchaser, in its sole  and absolute discretion, as  an Eligible Account.  A
 credit investigation by Purchaser  shall not be deemed  an acceptance of  an
 Account and  Purchaser shall  be free  to reject  any Account  submitted  by
 either Seller  if  Purchaser  deems the  Account  unacceptable,  even  tough
 Purchaser may have previously approved such Account Debtor.

      (c)  No  single  Account  Debtor's  total  purchased  and   outstanding
 Accounts shall  ever  constitute  more than  twenty-five  percent  (25%)  of
 Sellers' total  Accounts  purchased  and outstanding  for  all  of  Sellers'
 Account Debtors,  except  that purchased  and  outstanding Accounts  of  one
 Account Debtor may constitute up to fifty percent (50%) of the purchased and
 outstanding Accounts of  all Sellers'  Account Debtors.   In  the event  any
 single Account Debtor's total purchased and outstanding Accounts exceed  the
 concentration limits set forth above, Purchaser  may in its sale  discretion
 increase the Sellers' Reserve Accounts to cover such excess on a dollar  for
 dollar basis.  In addition, for purposes of Section  4.A, the amount of  any
 Eligible Accounts owed by an Account  Debtor in excess of the  concentration
 limit set forth above shall not be Eligible Accounts.
<PAGE>
      (d)  Accounts  shall  be  submitted  to  Purchaser  on  a  Schedule  of
 Accounts listing each Account separately.  The Schedule of Accounts shall be
 in the form attached hereto as Exhibit "A," shall list the Accounts of  only
 one Seller and shall be signed  by a person acting  or purporting to act  on
 behalf of such Seller. There shall be no more than one Schedule of  Accounts
 submitted by  each Seller  each week  unless Purchaser  otherwise agrees  in
 writing.  At the time the Schedule  of Accounts is presented, the applicable
 Seller shall  also deliver  to Purchaser  one copy  of an  invoice for  each
 Account listed an  such Schedule of  Accounts, evidence of  shipment of  the
 Merchandise covered by such invoice and a copy of the contract between  such
 Seller and the  Account Debtor  giving rise  to such  Account.  All invoices
 relating to Accounts shall plainly state on their face that amounts  payable
 thereunder are payable only to Purchaser at the remittance address set forth
 below.  Payment by  Purchaser of the  sum specified in  paragraph 2(a) below
 shall constitute acceptance of  an Account by Purchaser  at which time  such
 Account shall become an Eligible Account.

      (e)  Amy  and  all  Eligible Accounts  shall  be  purchased  with  full
 recourse against Sellers, including but not  limited to, recourse as to  the
 insolvency or other financial  inability of the Account  Debtor to pay.  Any
 Eligible Accounts not paid after ninety (90) days from invoice date shall be
 repurchased by Sellers, by means of Sellers paying directly to Purchaser the
 face amount of  each such Eligible  Account, Purchaser  deducting such  face
 amount from the purchase price for  the next Eligible Accounts purchased  or
 from the next Inventory  Advance made hereunder  or Purchaser charging  such
 face amount against the Reserve Accounts, as Purchaser may elect in its sole
 discretion.

      2.   Purchase Price and Fees.

      (a)  Purchaser shall purchase  an Eligible Account at a purchase  price
 equal to  the  face  amount  of  such  Eligible  Account  less  the  Reserve
 Percentage (as defined in paragraph 4 below) of such face amount which shall
 be credited to the applicable Reserve  Account.  The purchase price for  any
 Eligible Accounts shall be advanced by Purchaser to the applicable Seller on
 the date  of purchase  as directed  by  such Seller.  Sellers shall  pay  to
 Purchaser a discount  (the "Discount") for  each Eligible Account  purchased
 hereunder equal to one-half of one percent (0.5%) of the face amount of  the
 Eligible Account in question;  provided that the  Discount for any  Eligible
 Account bearing terms in  excess of the standard  net 30-day terms shall  be
 increased by 1.00%  for each  additional 30  days or  fraction thereof.  The
 Discount for an Eligible Account shall be due and payable on the earlier  of
 the ninetieth (90th)  day after  the related invoice  date and  the date  on
 which Purchaser collects  such Eligible Account.   Sellers hereby  authorize
 Purchaser to deduct any Discount payable  hereunder from the purchase  price
 of Eligible Accounts or  any Inventory Advance hereunder  or to charge  such
 Discount against the Reserve Accounts or collections on the related Eligible
 Account, as Purchaser elects at its sole discretion.
<PAGE>
      (b)  Sellers shall  pay to Purchaser interest  on the daily balance  of
 all sums (the "Advances") remitted, paid, or otherwise advanced by Purchaser
 to Sellers  or  for Sellers'  benefit  (including  but not  limited  to  the
 purchase price of Eligible Accounts purchased by Purchaser hereunder and the
 outstanding principal  balance  of  any  Inventory  Advances),  net  of  all
 payments received from  Sellers' Account  Debtors or  otherwise received  by
 Purchaser on the Sellers' behalf which are credited to the Sellers' account.
 Interest shall be charged on the  Advances at a rate (the "Interest  Rate"),
 equal to the greater of (i) nine  and one-half percent (9.5%) per annum  and
 (ii) the Prime Rate in effect  from time to time  plus two percent (2%)  per
 annum but in  no event to  exceed the maximum  rate permitted by  applicable
 law.  If the  Prime Rate  changes after the  date hereof,  the Interest Rate
 shall be  automatically increased  or  decreased, as  the  case may  be,  if
 required hereunder, without notice  to Sellers from time  to time as of  the
 effective time of each change in the  Prime Rate.  Interest shall be due and
 payable on the last day of each calendar month and may, in Purchaser's  sole
 discretion, be charged against the Reserve  Accounts or other sums that  may
 be due to Sellers hereunder.   As used herein,  the term "Prime Rate"  means
 the rate as published from time  to tune by The  Wall Street Journal as  the
 base rate for corporate  loans at large commercial  banks (if more than  one
 such rate is published, the Prime Rate will be the higher or highest of  the
 rates published). If  such rate is  no longer published  by The Wall  Street
 Journal, then Purchaser  shall, in its  sole discretion select  the base  or
 prime rate for  corporate loans  at a large  commercial bank  as the  "Prime
 Rate."  All interest accruing hereunder shall be calculated on the basis  of
 actual days elapsed (including  the first day but  excluding the last)  plus
 five (5) business days and a year of 360 days.

      (c)  In the event that the aggregate amount actually paid to  Purchaser
 pursuant to  paragraph 2(a)  as Discount  (the  "Discount Fee")  during  any
 calendar month is less than $1,000 (the "Monthly Minimum Discount"), Sellers
 shall pay to  Purchaser additional Discount  for such calendar  month in  an
 amount equal to the  Monthly Minimum Discount  minus the aggregate  Discount
 Fee actually paid to Purchaser during such month. The additional fee payable
 hereunder for  any calendar  month  shall be  due  and payable  within  five
 business days  after  the  end  of such  calendar  month.    Sellers  hereby
 authorize Purchaser  to deduct  any such  additional fee  from the  purchase
 price for Eligible Accounts or any  Inventory Advance or to charge any  such
 additional fee against the Reserve Accounts, as Purchaser elects at its sole
 discretion.

      (d)  Sellers  shall pay to  Purchaser a  liquidation fee  ("Liquidation
 Fee") in the  amount of five  percent of the  face amount  of each  Eligible
 Account outstanding  at any  time during  a Liquidation  Period (as  defined
 below).  For purposes of  this section, "Liquidation  Period" means a period
 beginning on the earliest date of (i) the commencement against or by  either
 Seller of any  voluntary or involuntary  case under  the federal  Bankruptcy
 Code, (ii) the general  assignment by either Seller  for the benefit of  its
 creditors; (iii)  the  appointment  or  taking  possession  by  a  receiver,
 liquidator, assignee, custodian or similar official of all or a  substantial
 part of either Seller's assets, or (iv) the cessation of business either  of
 Seller, and ending on the date on which Purchaser has actually  received all
 fees, costs,  expenses  and  other  amounts  owing  to  it  hereunder.   The
 Liquidation Fee shall  be paid  either by  means of  Purchaser  charging the
<PAGE>
 Liquidation Fee against the Reserve Accounts or by Sellers paying the amount
 of the Liquidation Fee directly to Purchaser, as Purchaser may elect in  its
 sole discretion.  The Liquidation Fee is in addition to any  termination fee
 provided for in paragraph  14.  The Liquidation Fee  shall be payable on the
 earlier to occur of(i) the date  on which Purchaser collects the  applicable
 Eligible Account and (ii) the ninetieth (90th) day from invoice date  of the
 Eligible Account.

      (e)  The  parties hereto intend to  contract in strict compliance  with
 applicable usury law from time to  time in effect.  In furtherance  thereof,
 the parties hereto stipulate and agree that none of the terms and provisions
 contained in this Agreement shall ever be construed to create a contract  to
 pay, for the use, forbearance or  detention of money, interest in excess  of
 the maximum amount  of interest permitted  to be charged  by applicable  law
 from time to  time in effect.   Neither Sellers  nor any  present or  future
 guarantor or any other person hereafter  becoming liable for the payment  of
 the obligations  of Sellers  hereunder shall  ever  be liable  for  unearned
 interest thereon or shall ever be required to pay interest thereon in excess
 of the maximum amount that may be lawfully charged under applicable law from
 time to time in effect, and  the provisions of this paragraph shall  control
 over all  other  provision  of  the  Agreement  which  may  be  in  conflict
 therewith.  If any indebtedness or obligation owed by the Sellers under this
 Agreement is prepaid  or accelerated  and as a  result any  amounts held  to
 constitute interest are determined to be in excess of the legal maximum,  or
 Purchaser shall otherwise collect moneys which are determined to  constitute
 interest which would otherwise increase the  interest on all or any part  of
 such obligations to an amounts in excess of that permitted to be charged  by
 applicable law then in effect, then  all such sums determined to  constitute
 interest in excess of such legal  limit shall, without penalty, be  promptly
 applied to reduce the then outstanding principal of the related indebtedness
 or obligations or,  at Purchaser's  option returned  to the  Sellers or  the
 other payor thereof upon such determination.  In determining whether or  not
 any amount  paid or  payable, under  any circumstance,  exceeds the  maximum
 amount permitted under applicable  law, Sellers and  the Purchaser shall  to
 the greatest extent  permitted under applicable  law, characterize any  non-
 principal payment as an expense, fee or premium rather than as interest  and
 amortize,  prorate,  allocate  and  spread  the  total  amount  of  interest
 throughout the entire contemplated term of this Agreement in accordance with
 the amounts outstanding  from time to  time hereunder and  the Maximum  Rate
 from time to time in effect under applicable law in order to lawfully charge
 the maximum amount  of interest permitted  under applicable law.  If at  any
 time the rate  at which interest  is payable hereunder  exceeds the  Maximum
 Rate, the amount outstanding hereunder shall  bear interest at the  Maximum,
 Rate only, but  shall continue to  bear interest at  the Maximum Rate  until
 such time as the total amount of interest accrued hereunder equals (but does
 not exceed) the total amount of interest which would have accrued  hereunder
 had there been no  Maximum Rate applicable hereto.  In the event  applicable
 law provides for an  interest ceiling under Chapter  1D of the Texas  Credit
 Title, that ceiling shall be the  indicated (weekly) rate ceiling and  shall
 be used  when  appropriate in  determining  the maximum  rate  permitted  by
 applicable law.  As  used in this  paragraph, (i) the  term "applicable law"
 means the laws of  the State of Texas  or the laws of  the United States  of
 America, whichever laws allow the greater  interest, as such laws now  exist
 or may be changed or amended or come into effect in the future, and (ii) the
 term "Maximum Rate" means, at the time of determination, the maximum rate of
 interest which, under  applicable law, may  then be  charged hereunder.  The
 parties agree that this Agreement shall not be subject to Chapter 346 of the
 Texas Finance Code.
<PAGE>
      3.   Transfer.  Upon Purchaser's acceptance  of each Eligible  Account,
 Purchaser shall be the  sole owner and holder  of such Eligible Account  and
 the Related Rights relating thereto.  Sellers hereby sell, transfer,  convey
 and assign to Purchaser all their right,  title and interest in and to  each
 Eligible Account together with all Related Rights, effective at the time  of
 acceptance thereof by  Purchaser.  Sellers agree  to execute  and deliver to
 Account Debtors obligated  under Eligible Accounts  such written notices  of
 sale of the Eligible Accounts as Purchaser may request.

      4.   Reserve  Accounts.  Purchaser shall create  and maintain a reserve
 account for  each  Schedule  of  Accounts  (each  a  "Reserve  Account"  and
 collectively the "Reserve Accounts") in the amount of fifteen percent  (15%)
 (the "Reserve  Percentage") of  the face  amount  of the  Eligible  Accounts
 listed on such Schedule of Accounts out of any payments or credits otherwise
 to be made to Purchaser with  respect to such Eligible Accounts, subject  to
 adjustment as  hereinafter  provided.  Purchaser may  increase  the  Reserve
 Percentage from time to time with  notice to Sellers if in Purchaser's  sole
 discretion the dilution experienced by Sellers with respect to the  Accounts
 or other  factors adversely  affecting the  value or  collectibility of  the
 Accounts or other Collateral  justify such increase.  In  no event shall the
 aggregate amount of the  Reserve Accounts for all  Schedules of Accounts  at
 any time equal  less than the  Reserve Percentage of  the Eligible  Accounts
 remaining unpaid.   Purchaser may charge  against the  Reserve Accounts  any
 amount for which Sellers may be obligated to Purchaser at any time,  whether
 under the terms of this Agreement,  or otherwise, including but not  limited
 to any damages suffered by Purchaser as  a result of Sellers' breach of  any
 provision of paragraph 5 hereof (whether intentional or unintentional),  any
 losses (under only  one or  more Schedules of  Accounts) due  to an  Account
 Debtor's insolvency  or other  financial inability  to pay  or any  Disputes
 pursuant to  paragraph 5(e)  hereof, any  Adjustments or  other amounts  due
 under paragraph  16 hereof  and any  attorneys' fees  and disbursements  due
 under paragraph  17  hereof.  Sellers  recognize  that the  balances  in the
 Reserve Accounts represent  bookkeeping entries and  not cash  funds.  It is
 further agreed that with  respect to the balances  in the Reserve  Accounts.
 Purchaser is authorized to withhold such payments and credits otherwise  due
 to Sellers  under the  terms of  this Agreement  for reasonably  anticipated
 claims such  as, for  example, chargebacks  or credits  against Sellers  for
 Account Debtor claims.  A Reserve Account shall be calculated and maintained
 on each  Schedule of  Accounts,  and the  amount  remaining in  the  Reserve
 Account for a Schedule of Accounts shall be paid to the applicable Seller on
 the first to occur of the 10th or  25th day of any calendar month  following
 the time when  all Accounts listed  on such Schedule  of Accounts have  been
 collected or Purchaser has, in its sole discretion, determined that it  will
 make no further efforts to collect  the Accounts listed on such Schedule  of
 Accounts, provided  that (i)  there is  a positive  balance in  the  Reserve
 Account for such Schedule of Accounts, (ii) no Event of Default or an  event
 that, with  the  giving  of notice,  the  passage  of time  or  both,  would
 constitute an Event of Default has occurred and is continuing, (iii) Sellers
 have not ceased selling Accounts to Purchaser, and (iv) the balances in  the
 Reserve Accounts for all Schedules of  Accounts on an aggregate basis  shall
 not be less than the Reserve Percentage of the Eligible Accounts outstanding
 after payment of such  remaining amount, and  (v) the outstanding  principal
 balance of  any Inventory  Advances then  outstanding  does not  exceed  the
 Borrowing Base (as defined in paragraph 4.A).  If an Event of Default or  an
 event that, with the giving  of notice, the passage  of time or both,  would
 constitute an Event of  Default has occurred and  is continuing, or, in  the
 event Sellers shall cease selling Accounts to Purchaser, Purchaser shall not
<PAGE>
 disburse any amounts in  the Reserve Accounts until  all Accounts listed  on
 each Schedule of Account have been collected or Purchaser has determined, in
 its sole-discretion, that  it will make  no further efforts  to collect  any
 Accounts listed on  any Schedules  of Accounts  and all  sums due  Purchaser
 hereunder have  been  paid.   Purchaser  shall make  available  to  Sellers,
 through Purchaser's computer link capabilities or otherwise, within 15  days
 of the close  of the  preceding calendar month,  a summary  or statement  of
 Sellers' account, prepared from Purchaser's records, which will conclusively
 be deemed correct and  accepted by Sellers unless  Sellers give Purchaser  a
 written statement of exceptions within 30 days after receipt of such extract
 or statement.

      4.A Inventory Advances

           (a)   Subject to the terms  of this Agreement, including,  without
 limitation,   Section   4.A(g),   Purchaser   shall make  advances to  I-Con
 Industries, Inc. ("I-Con") (each an "Inventory Advance" and collectively the
 "Inventory Advances") from time to time during the Term; provided,  however,
 that the aggregate principal amount of Inventory Advances outstanding at any
 time shall not  exceed the lesser  of the (i)  Borrowing Base determined  by
 Purchaser from time to time and (ii) the Inventory Commitment.  I-Con  shall
 not be  entitled to  request  more than  one  Inventory Advance  during  any
 calendar week, and each Inventory Advance  must be greater than or equal  to
 $5,000 or must equal the unadvanced portion of the Borrowing Base.   Sellers
 hereby agree to  repay to Purchaser  all Inventory Advances  made to  I-Con,
 hereunder, together with  interest thereon, in  the manner provided  herein.
 The principal owing hereunder  in respect of the  Inventory Advances at  any
 given time  shall equal  the aggregate  amount  of Inventory  Advances  made
 hereunder  minus  all  principal  payments  thereon  received  by  Purchaser
 hereunder.  Subject to  the terms and conditions  hereof, I-Con may  borrow,
 repay and reborrow under this Inventory Commitment.

           (b)   Each request by I-Con to Purchaser for an Inventory  Advance
 hereunder must be  in writing or  promptly confirmed in  writing.  Each such
 written request or confirmation  shall be accompanied  by a "Borrowing  Base
 Certificate" in the  form attached hereto  as Exhibit "B,"  together with  a
 schedule of  Eligible Inventory,  setting forth  the  location of  all  such
 Inventory, including Eligible Inventory not in  the possession of I-Con  and
 the name  of the  person or  entity  in possession  thereof and  such  other
 information as Purchaser shall request.

           (c)   Promptly after  receiving each  Borrowing Base  Certificate,
 Purchaser shall, based upon such Borrowing  Base Certificate and such  other
 information available to  Purchaser, redetermine the  Borrowing Base,  which
 redetermination shall take effect immediately and remain in effect until the
 next such redetermination.   If all  conditions precedent  to any  Inventory
 Advance requested have been met, Purchaser  will on the date requested  make
 such Inventory Advance available  to I-Con by wire  transfer to the  account
 designated in writing by I-Con.  In the event Purchaser does not receive  an
 appropriately completed Borrowing Base Certificate, Purchaser shall have  no
 obligation  to  redetermine  the  Borrowing  Base  or  make  any  additional
 Inventory Advances hereunder.
<PAGE>
           (d)   If the aggregate unpaid  principal balance of the  Inventory
 Advances exceeds the Borrowing Base at any time, Sellers shall, upon receipt
 of notice thereof from Purchaser immediately  repay the principal amount  of
 the Inventory Advances  in an  amount at  least equal  to such  excess.   At
 Purchaser's election, it may require Sellers to pay any such excess directly
 to Purchaser, deduct  any such excess  from the purchase  price of the  next
 Eligible Accounts purchased hereunder or deduct such excess from the Reserve
 Accounts or  any other  amounts due  to Sellers  hereunder.   Any  principal
 repaid pursuant to this Section 4.A(d) shall  be in addition to, and not  in
 lieu of, all payments otherwise required to be paid under this Agreement.

           (e)   The aggregate  unpaid  principal balance  of  the  Inventory
 Advances plus all accrued  but unpaid interest thereon  shall be payable  by
 Sellers to Purchaser on demand, or if no demand is made, on the last day  of
 the Term.

           (f)   As used  herein, the  term "Borrowing  Base" shall  mean  an
 amount, determined by Purchaser  from time to time  in its sole  discretion,
 equal to the lesser of (a) the Eligibility Percentage of the face amount  of
 Eligible Accounts then  outstanding or  (b) 100%  of the  value of  Eligible
 Inventory, valued at the lower of cost  or market.  As used herein, the term
 "Eligible Inventory"  shall mean,  at the  time  of determination,  all  raw
 materials that are part of I-Con's  Inventory, that (i) are owned by  I-Con,
 are located in the  United States of  America and, if  located on leased  or
 mortgaged premises,  are  subject to  the  terms  of a  lien  waiver  letter
 executed by the landlord or mortgagee  of such premises if deemed  necessary
 by Purchaser in its sole discretion, (ii)  are ready for sale, and are  not,
 in the  opinion of  Purchaser, damaged,  obsolete or  otherwise not  readily
 salable at full value, (iii) have been  held in Inventory for not more  than
 365 days,  (iv) are  not on  lease  or consignment  or furnished  under  any
 contract of service from or to any person  or entity, (v) are subject to  an
 enforceable,  first  priority,  perfected  security  interest  in  favor  of
 Purchaser, (vi) are not the subject of an invoice giving rise to an Eligible
 Account, and (vii) have been approved by Purchaser, in its sole and absolute
 discretion, for inclusion in the Borrowing  Base.  As used herein, the  term
 "Eligibility Percentage" shall mean 10% initially, but such percentage shall
 be decreased  by  the amount  of  any  increase in  the  Reserve  Percentage
 pursuant to Section 4.  As used  herein, the term "Inventory" shall mean all
 goods, now owned or hereafter acquired by I-Con, wherever located, that  are
 held for sale or lease or are to be furnished under any contract of  service
 (including, but  not limited  to raw  materials, work  in process,  finished
 goods and  materials  used or  consumed  in the  manufacture  or  production
 thereof, goods in which I-Con has  an interest in mass  or a joint or  other
 interest or rights of  any kind, and  goods which have  been returned to  or
 repossessed or  stopped in  transit by  I-Con).   As used  herein, the  term
 "Inventory Commitment" shall mean $75,000.

           (g)   Purchaser shall  not  be  obligated to  make  any  Inventory
 Advance hereunder (including the first), unless: (i) all representations and
 warranties made by Sellers in this Agreement are true on and as of the  date
 of such Inventory Advance as if such representations and warranties had been
 made as of the date of  such Inventory Advance, (ii) Sellers have  performed
 and complied with all agreements and  conditions required in this  Agreement
 to be performed  or complied with  by it  on or prior  to the  date of  such
 Inventory Advance, (iii) no  Event of Default or  any event or  circumstance
 that, with the passage of time, the  giving of notice or both, would  become
 an Event of Default shall have  occurred, (iv) such Inventory Advance  shall
 not be prohibited by any law or any regulation or any order of any court  or
<PAGE>
 governmental agency or authority, (v) Sellers  shall have not repudiated  or
 made any  anticipatory  breach  of  any  of  their  obligations  under  this
 Agreement, (vi) Gehan Investments, Inc. shall have delivered to Purchaser  a
 landlord waiver subordinating its interest in the Collateral to  Purchaser's
 security interest therein, (vii) all conditions to the purchase of  Eligible
 Accounts contained  Th  paragraph 1(b)  shall  have been  satisfied,  (viii)
 Sellers  shall  have  implemented  a  perpetual  inventory  tracking  system
 satisfactory to Purchaser in its sole and absolute discretion and  otherwise
 shall maintain books and records and  management procedures relating to  its
 Inventory satisfactory to Fidelity in its sole and absolute discretion,  and
 (ix) Purchaser  shall  have approved  such  Inventory Advance  in  its  sole
 discretion.

      5.   Sellers'   Representations  and   Covenants.  Sellers   represent,
 warrant and covenant to Purchaser that:

      (a)  Each Seller is a corporation duly organized, validly existing  and
 in good standing under  the laws of  the state of  its incorporation and  is
 qualified and authorized to do business and is m good standing in all states
 in which such qualification  and good standing  are necessary or  desirable.
 The execution, delivery and performance by each Seller of this Agreement  do
 not and  will  not constitute  a  violation of  any  applicable law  or  the
 articles of incorporation or bylaws of such Seller or any material breach of
 any other document, agreement or instrument to which Seller is a party or by
 which such Seller is bound.   This Agreement is  a legal, valid and  binding
 obligation of  each Seller  enforceable against  it in  accordance with  its
 terms.

      (b)  Immediately prior  to the execution and delivery of each  Schedule
 of Accounts, the related Seller  will be the sole  owner and holder of,  and
 will have  good and  marketable title  to, each  of the  Accounts  described
 thereon and  the Related  Rights relating  thereto, free  and clear  of  all
 liens,  security  interests  and  other  adverse  claims.  Upon  Purchaser's
 acceptance of each  Eligible Account,  it shall  become the  sole owner  and
 holder of, and will have good and marketable title to, such Eligible Account
 and the  Related Rights  relating  thereto, free  and  clear of  all  liens,
 security interests and other adverse claims.  I-Con is the sole owner of all
 Eligible inventory and has good and marketable title thereto free and  clear
 of all liens, security interests and other adverse claims.

       (c)  No Eligible Account or other  Collateral shall be subject to  any
 lien, encumbrance, security interest or other  claim of any kind or  nature.
 Sellers will not  transfer, pledge  or give a  security interest  in any  of
 their Accounts to anyone  other than Purchaser. Sellers  will not factor  or
 sell any  of its  Accounts except  to  Purchaser.   There are  no  financing
 statements now  on file  in  any public  office  governing any  property  of
 Sellers of any kind, real or  personal, in which any  Seller is named in  or
 has signed as the debtor, except the financing statement or statements filed
 or to be filed in respect of this  Agreement or those statements on file  as
 of the date of this Agreement that have been disclosed in writing by Sellers
 to Purchaser.  Neither Seller will execute any financing statement in  favor
 of any other person or entity, other than Purchaser, during the Term.
<PAGE>
      (d)  The  amount of  each Eligible  Account  is due  and owing  to  the
 applicable Seller and represents an accurate statement of a bona fide  sale,
 delivery and acceptance  of Merchandise or  performance of  service by  such
 Seller to or  for an  Account Debtor.   The  terms for  payment of  Eligible
 Accounts are 30 days from date of  invoice and the payment of such  Eligible
 Accounts is not contingent upon the fulfillment by the applicable Seller  of
 any further  performance  of any  nature  whatsoever.  Each  Account Debtors
 business is solvent to the best of Sellers' knowledge.

      (e)  There  are  and  shall  be  no  set-offs,  allowances,  discounts,
 deductions, counterclaims, or Disputes with respect to any Eligible Account,
 either at the time it is accepted by Purchaser for purchase or prior to  the
 date it is to be  paid.  "Dispute," as used  in the last preceding sentence,
 shall mean any claim by an Account Debtor against either Seller, of any kind
 whatsoever, valid or invalid,  that is asserted by  the Account Debtor as  a
 basis for refusing to pay  an Eligible Account either  in whole or in  part.
 Sellers agree to inform Purchaser in writing immediately upon learning  that
 there exists or may exist any Account which is subject to any contra account
 charge back,  credit  consignment, right  to  return merchandise,  or  other
 matter which  diminishes  or  may  diminish  the  dollar  amount  or  timely
 collection of such Account.  Sellers shall accept no returns and shall grant
 no allowance or credit to any Account Debtor without notice to and the prior
 written approval of Purchaser.  Sellers shall provide to Purchaser for  each
 Account Debtor  on Eligible  Accounts that  have  been purchased,  a  weekly
 report in form and  substance satisfactory to  Purchaser itemizing all  such
 returns and  allowances made  during the  previous  week with  respect  such
 Eligible Accounts and a  check (or wire transfer)  payable to Purchaser  for
 the amount thereof.

      (f)  The address set forth below Sellers' signature hereon is, and  for
 at least the past six months has been, Sellers' mailing address, their chief
 executive office  and principal  place of  business.  The street  and  other
 business addresses set forth below Sellers' signature hereon are, and for at
 least the past six months have been, the offices where all of the books  and
 records concerning the Eligible Accounts are maintained and the location  of
 all Collateral.   Sellers  shall not  change  their mailing  address,  chief
 executive office, principal place  of business or  place where such  records
 are maintained  or the  Collateral is  kept without  30 days  prior  written
 notice to  Purchaser.   Neither Seller  has  been a  party  to a  merger  or
 consolidation with or acquired all or substantially all of the assets of any
 person or entity during the past five years.

      (g)  Sellers shall maintain their books and records in accordance  with
 generally accepted accounting principles and shall reflect on its books  the
 absolute sale of the Eligible Accounts and the Related Rights to  purchaser.
 Sellers  shall  furnish  Purchaser,  upon  request,  such  information   and
 statements as Purchaser shall request from  time to time regarding  Sellers'
 business affairs, financial condition and results of its operations. Without
 limiting the generality of the  foregoing, Sellers shall provide  Purchaser,
 on or  prior to  the 30th  day  of each  month, unaudited  consolidated  and
 consolidating financing  statements with  respect to  the prior  month  and,
 within 90  days after  the end  of each  of Sellers'  fiscal years,  monthly
 annual reviewed consolidated and consolidating financial statements and such
 certificates relating to the foregoing  as Purchaser may request  including,
 without limitation,  a  monthly certificate  from  the president  and  chief
 financial officer  of Sellers  stating whether  any Events  of Default  have
 occurred and stating in detail the nature of the Events of Default.  Sellers
<PAGE>
 will furnish to Purchaser  on or before the  last day of  each month and  at
 such other times as Purchaser shall  request a current month end listing  of
 all open and unpaid accounts payable and accounts receivable, and such other
 items of information that Purchaser may  deem necessary or appropriate  from
 time to time. Unless otherwise expressly provided herein or unless Purchaser
 otherwise consents,  all  financial  statements  and  reports  furnished  to
 Purchaser hereunder shall  be prepared  and all  financial computations  and
 determinations pursuant hereto  shall be made  in accordance with  generally
 accepted accounting principles, consistently applied.  Sellers shall deliver
 to  Purchaser   a   Borrowing   Base  Certificate,   with   all   supporting
 documentation, at least once each calendar  week and at such other times  as
 Purchaser shall request.

      (h)  Purchaser  shall have the  right, at any  time, and  from time  to
 time, to audit Sellers' books, records and operations during normal business
 hours.  Sellers shall pay all costs  associated with such audits which shall
 be $700 per day per person plus reasonable out-of-pocket expenses.

      (i)  Sellers have paid and will pay all taxes and governmental  charges
 imposed with respect to  sales of the Merchandise  and furnish to  Purchaser
 upon request satisfactory proof of payment and compliance with all  federal,
 state and local tax requirements.

      (j)  Sellers  will promptly notify Purchaser of  (i) the filing of  any
 lawsuit against either  Seller involving  amounts greater  than $10,000  and
 (ii) any attachment or any other legal process levied against either Seller.

      (k)  Each  Seller  has  served or  caused  to  be served  any  and  all
 preliminary notices required  by law to  perfect or  enforce any  mechanic's
 liens or stop notice or bonded stop notice for the Eligible Accounts and the
 information contained in those  notices is true and  correct to the best  of
 Sellers' knowledge.  Waivers and releases for all labor, services, equipment
 or material of  Sellers and  others will  be submitted  on Purchaser's  form
 concurrently with each Schedule of Accounts.

      (l)  The  application  ("Application") made  by Sellers  in  connection
 with this Agreement, and the statements made therein are true and correct at
 the time that  this Agreement  is executed. There  is no  fact which  either
 Seller has  not disclosed  to Purchaser  in writing  which could  materially
 adversely affect the properties, business or financial condition of Sellers,
 or any of the Eligible Accounts or  Collateral, or which it is necessary  to
 disclose in order to keep the foregoing representations and warranties  from
 being misleading.

      (m)  Sellers  are  engaged primarily  in commercial,  manufacturing  or
 industrial pursuits In no  event shall the finds  paid to Sellers  hereunder
 be:  used  or  indirectly  for  consumer  personal,  family,  household   or
 agricultural purposes, but shall be used  solely for business or  investment
 activities.

      (n)  Sellers do not  do business, and for the past five years have  not
 done business, under any  trade or assumed name  except as indicated  below:
 NONE.

      (o)  Sellers shall not merge or consolidate with or transfer or  assign
 all or  substantially all  of its  assets and  properties to  any person  or
 entity without Purchasers prior written consent.
<PAGE>
      (p)  Sellers shall  not repay the principal amount of any debt owed  by
 Seller to  Touchstone Enterprises,  Inc., Winterstone  Management, Inc.,  or
 Associates Funding  Group,  Inc.,  without  the  prior  written  consent  of
 Purchaser.

      6.   Notice  of   Purchase.  Sellers  shall  execute  and  deliver   to
 Purchaser and/or file at  such times and places  as Purchaser may  designate
 such financing statements, continuations  thereof and amendments thereto  as
 are necessary or  desirable to give  notice of Purchaser's  purchase of  the
 Eligible Accounts  under  the  Uniform Commercial  Code  in  effect  in  any
 applicable jurisdiction.

      7.   Collateral.  In order to  secure the payment  of all  indebtedness
 and obligations  of  Sellers to  Purchaser,  whether presently  existing  or
 hereafter arising,  each  Seller  hereby  grants  to  Purchaser  a  security
 interest in and lien upon all of such Seller's right, title and interest  in
 and to (a) the Reserve Accounts and all  payments (if any) due or to  become
 due to such  Seller from the  Reserve Accounts; (b)  all accounts,  contract
 rights, general intangibles, receivables and claims whether now existing  or
 hereafter arising,  all guaranties  and security  therefor and  all of  such
 Seller's right title  and interest in  the  goods purchased and  represented
 thereby, if any, including  all of such Seller's  rights in and to  returned
 goods and rights of stoppage in transit, replevin and reclamation as  unpaid
 vendor; (c) all  Inventory, wherever located  and whether  now or  hereafter
 existing, and  all accessions  thereto and  products thereof  and  documents
 therefor; (d) all machinery and equipment, wherever located and whether  now
 or hereafter  existing,  and  all parts  thereof,  accessions  thereto,  and
 replacements therefor and all documents and general intangibles covering  or
 relating thereto; (e)  all books and  records pertaining  to the  foregoing,
 including but not limited to computer programs, data and lists; and (f)  all
 proceeds of the foregoing (collectively, the "collateral"). Sellers agree to
 comply with all appropriate  laws in order  to perfect Purchaser's  security
 interest in  and to  the Collateral,  to execute  any financing  statements,
 continuations  thereof,  amendments  thereto  or  additional  documents   as
 Purchaser may require, to  deliver to Purchaser a  list of all locations  of
 its inventory and  equipment and to  obtain any landlord  or mortgagee  lien
 waivers that  Purchaser may  require.   Each  Seller shall  provide  written
 notice to Purchaser of any  change in the locations  at which the keeps  its
 inventory and equipment  at least  30 days  prior to  any such  change.   To
 induce Purchaser to make a loan of $1,150,000 to BC&Q Corp. pursuant to  the
 BC&Q Loan Agreement  (as hereinafter defined),  I-Con guaranteed, such  loan
 pursuant to the  General Continuing Guarantee  (as amended, supplemented  or
 modified from time to time, the  "Guarantee"), dated October 22, 1997,  from
 I-Con in favor of Purchaser and granted to Purchaser a lien on and  security
 interest in the Collateral to secure the Guarantee pursuant to the  Security
 Agreement (as  amended, supplemented  or modified  from  time to  time,  the
 "Security Agreement"), dated as of October 22, 1997, from I-Con in favor  of
 Purchaser.  It is expressly  agreed that  the security  interest  granted to
 Purchaser under  the  this Agreement  shall  secure I-Con's  obligations  to
 Purchaser under the Guarantee and  the Security Agreement.  Purchaser hereby
 is authorized to pay to itself any  amount required to be paid by  Purchaser
 to Sellers hereunder, whether as the Purchase Price of Eligible Accounts, an
 Inventory Advance,  a  Reserve  Account disbursement  or  otherwise,  to  be
 applied to the payment of any amounts  then due by I-Con to Purchaser  under
 the Guarantee or the Security Agreement. From time to time, upon the written
 request of either  Seller and so  long as no  Event of Default  or event  or
<PAGE>
 circumstance that would, with the giving  of notice, the passage of time  or
 both, constitute  an Event  of Default,  has occurred,  the Purchaser  shall
 release from the lien and security interest created hereby any specific item
 of machinery or equipment constituting a part of the Collateral and used  by
 such  Seller  as  security   for  obtaining  a   loan  or  other   financial
 accommodations from and the lender.

      8.   Collection.

      (a)  Sellers shall notify all Account Debtors and take other  necessary
 or appropriate means to insure that all of Sellers' Accounts, whether or not
 purchased  by  Purchaser,  shall  be  paid  directly  to  Purchaser  at  the
 remittance address  set  forth below.  After  collection by  Purchaser,  all
 payments on Collateral shall be promptly remitted to Sellers, subject to and
 following the exercise of Purchaser's rights therein as a secured party  and
 its rights to offset any sums then owing by Sellers hereunder

      (b)  Purchaser,  as  the  sole  and  absolute  owner  of  the  Eligible
 Accounts purchased hereunder, shall  have the sole  and exclusive power  and
 authority to collect  each such Eligible  Account, through  legal action  or
 otherwise, and Purchaser may, in its sole discretion, settle, compromise, or
 assign (in whole  or in part)  any of such  Eligible Accounts, or  otherwise
 exercise any other right now existing  or hereafter arising with respect  to
 any of such Eligible Accounts.  If  either Seller receives payment of all or
 any portion of  any Eligible Accounts  or other Account,  such Seller  shall
 notify Purchaser immediately and shall hold all checks and other instruments
 so received  in  trust  for  Purchaser  and  immediately  shall  deliver  to
 Purchaser such checks and  other instruments in the  form received with  any
 necessary endorsements.

      (c)  Purchaser  shall have  the right  at any  time, either  before  or
 after the occurrence of an Event  of Default and without notice to  Sellers,
 to notify any or all Account Debtors on the Eligible Accounts and the  other
 Collateral of the assignment thereof to Purchaser and to direct such Account
 Debtors to make  payment of  all amounts  due or  to become  due to  Sellers
 directly to  Purchaser, and  to  the extent  permitted  by law,  to  enforce
 collection thereof and to adjust, settle or compromise the amount or payment
 thereof Payments  received  by Purchaser  may,  at the  sole  discretion  of
 Purchaser, be applied by  Purchaser to the payment  of the indebtedness  and
 obligations of Sellers  to Purchaser  or held  as cash  collateral for  such
 indebtedness  and  obligations.     All  amounts  and  proceeds   (including
 investments and writings) received by Sellers  in respect of the  Collateral
 shall be received in trust for the benefit of Purchaser hereunder, shall  be
 segregated from other funds of Sellers and immediately shall be paid over to
 Purchaser in the same form as  so received (with any necessary  endorsement)
 to be applied in the same manner as payments received directly by Purchaser.

      9.   Power of Attorney.  Each Seller grants to Purchaser an irrevocable
 power of attorney authorizing and permitting  Purchaser, at its option  with
 or without notice to such Seller to do any or all of the following:

      (a)  Endorse the  name of such Seller on any checks or other  evidences
 of payment  whatsoever  that  may come  into  the  possession  of  Purchaser
 regarding Eligible  Accounts or  Collateral,  including checks  received  by
 Purchaser pursuant to paragraph S hereof;

      (b)  Receive,  open and dispose  of any mail  addressed to such  Seller
 and put Purchaser's address on any statements mailed to Account Debtors,
<PAGE>
      (c)  Pay,  settle, compromise, prosecute or  defend any action,  claim,
 conditional waiver and release, or proceeding relating to Eligible  Accounts
 or Collateral;

      (d)  Upon the occurrence of an Event of Default, notify in the name  of
 such Seller, the U.S. Post Office to change the address for delivery of mail
 addressed to  such  Seller  to  such  address  as  Purchaser  may  designate
 (provided that Purchaser shall  turn over to such  Seller all such mail  not
 relating to Eligible Accounts or Collateral);

      (e)  Verify,  sign, acknowledge, record, file  for recording, serve  as
 required by law, any  claim of mechanic's lien,  stop notice or bonded  stop
 notice in the  sole and  absolute discretion  of Purchaser  relating to  any
 Eligible Account or Collateral;

      (f)  Insert  all recording  or service  information in  any  mechanic's
 lien or assignment of rights under stop notice/bonded stop notice which such
 Seller has signed in connection with  this Agreement, recorded or served  to
 enforce payment of the Eligible Accounts or Collateral;

      (g)  Execute and file on behalf of such Seller any financing  statement
 deemed necessary or appropriate by Purchaser to protect Purchaser's interest
 in and to  the Eligible Accounts  or Collateral, or  under any provision  of
 this Agreement; and

      (h)  To do all other things necessary and proper in order to carry  out
 this Agreement.  The  authority granted  to Purchaser  herein is irrevocable
 until this  Agreement  is  terminated and  all  amounts  owed  to  Purchaser
 hereunder are fully satisfied.

      10.  Default  and Remedies.  An  event of default ("Event of  Default")
 shall be  deemed to  have occurred  hereunder and  Purchaser shall  have  no
 further obligation to  purchase Accounts  and may  immediately exercise  its
 fights and remedies with respect to the Eligible Accounts and the Collateral
 under this Agreement, the Uniform Commercial Code, and applicable law,  upon
 the happening of one or more of the following:

      (a)  Either  Seller shall  fail to  pay  when due  any amount  owed  to
 Purchaser, whether arising hereunder or otherwise;

      (b)  There  shall  be  commenced  by  or  against  either  Seller   any
 voluntary or  involuntary case  under the  federal Bankruptcy  Code, or  any
 assignment shall be made by either Seller for the benefit of its  creditors,
 or there shall be appointment of  a receiver or custodian for a  substantial
 portion of either Seller's assets;

      (c)  Either  Seller  shall  become insolvent  in  that  its  debts  are
 greater than the fair value of its assets, or either Seller is generally not
 paying its debts as they become due;

      (d)  Any  involuntary lien, garnishment, attachment  or the like  shall
 be issued against  or shall attach  to the Eligible  Accounts, the  Eligible
 Inventory, the Collateral, any other assets of either Seller or any  portion
 thereof;
<PAGE>
      (e)  Either  Seller  shall suffer  the  entry  against it  of  a  final
 judgment for the payment of money in  excess of $25,000, unless the same  is
 discharged within 30 days after  the date of entry  thereof or an appeal  or
 appropriate proceeding for review thereof is taken within such period and  a
 stay of execution pending such appeal is obtained;

      (f)  Either  Seller shall breach any covenant  or agreement made by  it
 herein;

      (g)  Any  warranty or representation set  forth herein shall be  untrue
 when made or any report, certificate, schedule, financial statement,  profit
 and loss statement or other statement furnished by either Seller, or by  any
 other person  on behalf  of either  Seller,  to Purchaser  is not  true  and
 correct furnished;

      (h)  Either  Seller  shall have  a  federal  or state  tax  lien  filed
 against any  of its  properties, or  either  Seller shall  fail to  pay  any
 federal or state  tax when  due, or  either Seller  shall fail  to file  any
 federal or state tax form when due;

      (i)  In  Purchaser's sole  judgment, a  material adverse  change  shall
 have occurred in either Seller's financial condition, business or operations
 or the value of the Collateral; or

      (j)  In  Purchaser's  sole  judgment,  the  prospect for payment of any
 amounts due to it hereunder shall have become impaired.

      (k)  Either Seller shall have ceased the operation of its business.

      (l)  A  default or an event  of default shall  have occurred under  any
 instrument or agreement relating to,  securing, creating or evidencing  debt
 owed by I-Con to Winterstone Management, Inc., Touchstone Enterprises,  Inc.
 or Associates Funding Group, Inc., any such debt shall have been accelerated
 or called due prior to maturity.

      (m)  An "event  of  default" shall  have  occurred under  the  Security
 Agreement or the Loan  and Security Agreement  (as amended, supplemented  or
 modified from time to time, the "BC&Q Loan Agreement"), dated as of  October
 22, 1997, between BC&Q Corp. and Purchaser, or the indebtedness evidenced by
 the Guarantee or the BC&Q Loan Agreement shall have been accelerated.

 Upon the occurrence of an Event of  Default described in clauses (5) or  (c)
 of this Section 10, Sellers immediately shall repurchase from Purchaser  all
 outstanding Eligible Accounts purchased by Purchaser from Sellers  hereunder
 at a price  equal to  the aggregate  face amount  thereof and  shall pay  to
 Purchaser all other amounts owing by Sellers to Purchaser hereunder, whether
 or not then  due, including, without  limitation, the outstanding  principal
 balance of all Inventory Advances and  accrued but unpaid interest  thereon,
 all without  demand,  presentment,  notice of  demand  or  of  dishonor  and
 nonpayment, or any other notice or declaration of any kind, all of which are
 hereby expressly waived  by Sellers.  During  the continuation  of any other
 Event of  Default, Purchaser,  at  any time,  may  require Sellers  to  (and
 Sellers shall) repurchase from  Purchaser all outstanding Eligible  Accounts
 purchased by  Purchaser from  Sellers  hereunder at  a  price equal  to  the
 aggregate face amount thereof and pay  to Purchaser all other amounts  owing
 by Sellers  to Purchaser  hereunder, whether  or  not then  due,  including,
 without limitation,  the  outstanding  principal balance  of  all  Inventory
<PAGE>
 Advances and  accrued  but  unpaid interest  therein,  all  without  notice,
 demand, presentment, notice of demand or of dishonor and nonpayment, or  any
 notice or declaration of any kind, all of which are hereby expressly  waived
 by Sellers.  In  addition  to, and  without  limitation  of,  the  foregoing
 provisions of this Agreement, if an Event of Default shall have occurred and
 be continuing, Purchaser may  from time to time  in its discretion,  without
 limitation and without notice  except as expressly  herein: (a) exercise  in
 respect of the Collateral, in addition to other rights and remedies provided
 for herein, or otherwise available to it,  all the rights and remedies of  a
 secured party  on default  under the  Uniform  Commercial Code  (the  "UCC")
 (whether or not the  IJCC applies to the  affected Collateral); (5)  require
 Sellers to,  and Sellers  hereby  agree that  they  will at  their  expense,
 assemble all or part of the Collateral as directed by Purchaser and make  it
 available to Purchaser at a place to be designated by Purchaser; (c)  reduce
 its claim to  judgment or foreclose.  or otherwise enforce,  in whole or  in
 part, the  security  interest  created  hereby  by  any  available  judicial
 procedure; (d) dispose  of, at  its office, on  the premises  of Sellers  or
 elsewhere, all or any part of  the Collateral, as a  unit or in parcels,  by
 public or private proceedings; (e) buy the Collateral, or any part  thereof,
 at any public sale, or at  any private sale if the  Collateral is of a  type
 customarily sold in a recognized market or is of a type that is the  subject
 to widely distributed  standard price quotations;  (f) apply by  appropriate
 judicial proceedings for appointment  of a receiver  for the Collateral,  or
 any part thereof, and  Sellers hereby consent to  any such appointment;  and
 (g) at  its  discretion,  retain  the  Collateral  in  satisfaction  of  the
 obligations due Purchaser hereunder whenever the circumstances are such that
 Purchaser is entitled  to do so  under the UCC  or otherwise.  Sellers agree
 that, to the extent notice of sale shall  be required by law, at least  five
 days' notice to Sellers of the time and place of any public sale or the time
 after which  any private  sale is  to be  made shall  constitute  reasonable
 notification.  Purchaser  shall  not  be  obligated  to  make  any  sale  of
 Collateral regardless  of  whether  any  notice  of  sale  has  been  given.
 Purchaser may  adjourn any  public or  private  sale from  time to  time  by
 announcement at  the time  and  place fixed  therefor,  and such  sale  may,
 without further notice, be  made at the time  and place to  which it was  so
 adjourned.  If any Event  of Default shall have occurred and be  continuing,
 Purchaser may  in  its  discretion  apply  any  cash  proceeds  received  by
 Purchaser in respect of any sale  of, collection from, or other  realization
 upon all or any part of  the Collateral, to any or  all of the following  in
 such order as Purchaser may elect: (a)  the repayment of all or any  portion
 of the  obligations  owed to  Purchaser  by Sellers,  whether  hereunder  or
 otherwise; (5) the  repayment of  reasonable costs  and expenses,  including
 reasonable  attorneys'  fees  and  legal  expenses,  incurred  by  Purchaser
 (whether or not litigation has been commenced or a judgment has been issued,
 and if litigation  has been  commenced, whether  at trial  or any  appellate
 level) in connection with (i) the administration of this Agreement, (ii) the
 custody, preservation, use or operation of, of the sale of, collection from,
 or other realization upon, any Collateral, (iii) the exercise or enforcement
 of any of the rights of Purchaser hereunder, or (iv) the failure of  Sellers
 to perform or observe any of the provisions hereof; (c) the payment or other
 satisfaction of any liens and other encumbrances upon any of the Collateral;
 (d) the reimbursement  of Purchaser  for the  amount of  any obligations  of
 Sellers paid or discharged  by Purchaser, and of  any expenses of  Purchaser
 payable by Sellers hereunder; (e) by holding the same as Collateral; (f) the
 payment of any other amounts required by applicable law (including,  without
 limitation, Part 5  of Article  9 of  the UCC  or any  successor or  similar
 applicable statutory  provision);  and (g)  by  delivery to  Sellers  or  to
 whomsoever shall be lawfully entitled to receive  the same or as a court  of
 competent jurisdiction shall direct.
<PAGE>
      11.  Equitable Relief.  In the event that either Seller commits any act
 or omission which prevents or  unreasonably interferes with: (a)  Purchasers
 exercise of the rights  and privileges arising under  the power of  attorney
 granted in paragraph 9 of this  Agreement; or (5) Purchaser's perfection  of
 or levy upon the security interest granted in the Collateral, including  any
 seizure of  any  Collateral,  such conduct  will  cause  immediate,  severe,
 incalculable  and  irreparable  harm   and  injury,  and  shall   constitute
 sufficient  grounds  to  entitle  Purchaser   to  an  injunction,  writ   of
 possession,  or  other  applicable  relief  in  equity,  and  to  make  such
 application for such relief in any court of competent jurisdiction,  without
 any prior notice to either Seller.

      12.  Cumulative  Rights;  Waivers.  All  rights,  remedies  and  powers
 granted to  Purchaser in  this  Agreement, or  in  any other  instrument  or
 agreement given by Sellers to Purchaser or otherwise available to  Purchaser
 in equity  or at  law, are  cumulative and  may be  exercised singularly  or
 concurrently with such other rights as Purchaser may have.  These rights may
 be exercised  from time  to time  as to  all  or any  part of  the  Eligible
 Accounts  purchased  hereunder  or  the  Collateral  as  Purchaser  in   its
 discretion may determine.  In the event that the transaction between Sellers
 and Purchaser is construed to be a loan from Purchaser to Sellers, such loan
 shall be secured by the Eligible  Accounts and the Collateral and  Purchaser
 shall have all rights and remedies available to a lender in addition to  its
 rights and  remedies  hereunder.  Purchaser  may  not waive  its  rights and
 remedies unless the waiver is in  writing and signed by Purchaser.  A waiver
 by Purchaser of a right  or remedy under this  Agreement on one occasion  is
 not a waiver of the right or remedy on any subsequent occasion.

      13.  Notices.  Any  notice  or  communication  with  respect  to   this
 Agreement shall be given in writing, sent by (i) personal delivery, or  (ii)
 expedited delivery service with  proof of delivery,  or (iii) United  States
 mail, postage  prepaid,  registered  or  certified  mail,  or  (iv)  prepaid
 telegram, telex or telecopy, addressed to  each party hereto at its  address
 set forth below or to such other address  or to the attention of such  other
 person as hereafter shall be designated  in writing by the applicable  party
 sent in  accordance herewith.  Any such  notice  or communication  shall  be
 deemed to have been given either at the time of personal delivery or, in the
 case of delivery service or mail, as of the date of first attempted  deliver
 at the address and in the manner provided herein, or m the case of telegram,
 telex or telecopy,  upon receipt.  Sellers  hereby agree  that Purchaser may
 publicize the  financing  transaction  contemplated  by  this  Agreement  in
 newspapers, trade and  similar publications  including, without  limitation,
 the publication of a "tombstone".

      14.  Term.  The  term of this Agreement shall expire on August 27, 2000
 (the "Original Term");  provided that the  term of this  Agreement shall  be
 extended automatically for an additional year  and for each succeeding  year
 unless written notice  determination is  given by  one party  hereto to  the
 other party hereto at least  sixty (60) days, but  no more than ninety  (90)
 days, prior to the end  of the Term or  any extension thereof (the  Original
 Term and any extensions  thereof are herein referred  to as the "Term").  In
 the event that during the Term this Agreement is terminated for any  reason,
 Sellers shall pay to Purchaser an  early termination fee in an amount  equal
 to (a) six  percent (6%)  of the  sum of  the Commitment  and the  Inventory
 Commitment, if this  Agreement is terminated  during the first  year of  the
 Term, (b) four percent (4%) of the  sum of the Commitment and the  Inventory
 Commitment if this  Agreement is terminated  during the second  year of  the
 Term, and  (c)  two percent  (2%)  of the  sum  of the  Commitment  and  the
<PAGE>
 Inventory Commitment, if this Agreement is terminated thereafter during  the
 Term (but  in no  event shall  any  such early  termination fee  exceed  the
 maximum amount  permitted  by  applicable  law).  Any  termination  of  this
 Agreement shall not affect Purchaser's  security interest in the  Collateral
 and Purchasers ownership of  the Eligible Accounts  and the Related  Rights,
 and this Agreement shall  continue to be  effective, until all  transactions
 entered into  and obligations  incurred hereunder  have been  completed  and
 satisfied in full.

      15.  Right  of First  Offer.  Sellers  hereby agree  that in  the event
 either Seller  receives an  offer during  the  Term from  a third  party  to
 provide financing  or factoring  to such  Seller,  which offer  such  Seller
 intends to accept, Sellers shall require the offeror to reduce such offer to
 a written commitment (the "new commitment").  In addition, Sellers will  (i)
 notify  Purchaser  in  writing  of  the  identity  of  the  offeror  of  the
 commitment and the complete terms of the new commitment and (ii) if,  within
 30 days after its receipt of such  notice, (which shall be accompanied by  a
 copy of the new  commitment), Purchaser elects, in  its sole discretion,  to
 offer to  terminate this  Agreement and  match  the new  commitment,  accept
 Purchaser's offer.

      16.  Charges;  Indemnification.  Sellers  shall pay  to  Purchaser  its
 normal and customary charges for the following items in connection with  the
 transactions  contemplated   hereby:     long-distance  telephone   charges,
 reasonable travel expenses, copying, legal  fees incurred in collecting  the
 Accounts or  enforcing this  Agreement, postage,  credit reports,  lock  box
 charges, wire transfers, overnight mail delivery, UCC and tax lien  searches
 and filing fees ("Adjustments").  Sellers hereby indemnify and agree to hold
 harmless  and  defend   Purchaser  and   Purchaser's  officers,   directors,
 shareholders, affiliates, agents, employees and attorneys (collectively, the
 "Indemnified Persons")  from  and  against  any  and  all  claims,  demands,
 actions, causes of action, judgments, liabilities, damages and consequential
 damages,  penalties,  fines,   costs,  fees,   expenses  and   disbursements
 (including, without limitation,  fees and  expenses of  attorneys and  other
 professional consultants and experts in connection with any investigation or
 defense) of every  kind, known or  unknown, existing  or hereafter  arising,
 foreseeable or  unforeseeable,  which may  be  imposed upon,  threatened  or
 asserted against or incurred or paid  by any Indemnified Person at any  time
 and from time  to time, because  of, resulting from,  in connection with  or
 arising out of any transaction, act, omission, event or circumstance in  any
 way connected  with the  Collateral or  this  Agreement (including  but  not
 limited to enforcement of  Purchaser's rights thereunder  or the defense  of
 Purchaser's actions thereunder) (each,  as "Indemnified Claims"),  excluding
 with respect to any Indemnified Persons, any of the foregoing resulting from
 such Indemnified  Person's  gross  negligence  or  willful  misconduct.  THE
 FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS
 ARE IN ANY WAY OR TO ANY EXTENT OWED, IN  WHOLE OR IN PART, UNDER ANY  CLAIM
 OR THEORY OF STRICT LIABILITY, OR  ARE CAUSED, IN WHOLE  OR IN PART, BY  ANX
 NEGLIGENT ACT OR OMISSION OF ANY  INDEMNIFIED PERSON.  Upon notification and
 demand, Sellers agree to provide defense of any Indemnified Claim and to pay
 all costs and  expenses of  counsel selected  by any  Indemnified Person  in
 respect thereof.  Any Indemnified Person  against whom any Indemnified Claim
 may be  asserted  reserves  the  right to  settle  or  compromise  any  such
 Indemnified Claim  as such  Indemnified Person  may  determine in  its  sole
 discretion, and the obligations of such Indemnified Person, if any, pursuant
 to any such  settlement or compromise  shall be deemed  included within  the
<PAGE>
 Indemnified Claims. Except as specifically provided in this section, Sellers
 waive all  notices  from any  Indemnified  Person.  The  provisions  of this
 paragraph 16 shall survive the termination of this Agreement. Purchaser may,
 in its sole and absolute discretion, deduct any Adjustments or other amounts
 owed under this paragraph from the Reserve Accounts.

      17.  Attorney's Fees.  Sellers agree to reimburse Purchaser upon demand
 for all costs and expenses incurred by Purchaser in connection with its  due
 diligence review of Sellers and the negotiation, documentation, closing  and
 consummation of the transactions  contemplated hereby, including  attorney's
 fees and expenses and all reasonable attorney's fees, court costs and  other
 expenses incurred  by Purchaser  in the  enforcement of  this Agreement  and
 protecting or  enforcing  its  interest in  the  Eligible  Accounts  or  the
 Collateral, in collecting the Eligible Accounts or the Collateral, or in the
 representation of  Purchaser  in  connection v4th  any  bankruptcy  case  or
 insolvency proceeding involving either  Seller, the Collateral, any  Account
 Debtor, or any Eligible Account.  Sellers hereby authorize Purchaser, at its
 sole discretion, to deduct such fees,  costs and expenses from the  purchase
 price for Eligible  Accounts or  charge any  such fees,  costs and  expenses
 against the Reserve Accounts, as Purchaser elects at its sole discretion.

      18.  Severability;  Joint  and  Severally  Liability.  Each  and  every
 provision,  condition,  covenant  and   representation  contained  in   this
 Agreement is,  and shall  be construed,  to be  a separate  and  independent
 covenant and agreement.  If any term or provision of this Agreement shall to
 any extent be invalid or unenforceable, the remainder of the Agreement shall
 not be affected thereby. The obligations of Sellers hereunder shall be joint
 and several.

      19.  Parties   in  Interest.  All  grants,  covenants  and   agreements
 contained in  this Agreement  shall bind  and inure  to the  benefit of  the
 parties hereto  and  their  respective  successors  and  assigns;  provided,
 however, that Sellers  may not  delegate or assign  any of  their duties  or
 obligations under  this  Agreement  without the  prior  written  consent  of
 Purchaser. PURCHASER RESERVES THE RIGHT TO ASSIGN ITS RIGHTS AND OBLIGATIONS
 UNDER THIS AGREEMENT IN WHOLE OR IN PART TO ANY PERSON OR ENTITY.

      20.  GOVERNING  LAW: SUBMISSION  TO PROCESS.  THIS AGREEMENT  SHALL  BE
 DEEMED A CONTRACT MADE  UNDER THE LAWS OF  THE STATE OF  TEXAS AND SHALL  BE
 CONSTRUED AN]) ENFORCED  IN ACCORDANCE WITH  AND GOVERNED  BY TILE  INTERNAL
 LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO THE RULES THEREOF  RELATING
 TO CONFLICTS OF LAW.  EACH SELLER HEREBY IRREVOCABLY  SUBMITS ITSELF TO  THE
 EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN TEXAS, AND
 AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL
 PROCEEDING RELATING TO THIS AGREEMENT, THE PURCHASE OF ELIGIBLE AQCOUNTS  OR
 ANY OTHER RELATIONSHIP  BETWEEN PURCHASER AND  SELLER BY  ANY MEANS  ALLOWED
 UNDER STATE OR FEDERAL LAW.  ANY LEGAL PROCEEDING ARISING  OUT OF OR IN  ANY
 WAY RELATED TO  THIS AGREEMENT,  THE PURCHASE  OF ELIGIBLE  ACCOUNTS OR  ANY
 OTHER RELATIONSHIP  BETWEEN  PURCHASER  AND  SELLER  SHALL  BE  BROUGHT  AND
 LITIGATED EXCLUSIVELY IN ANY ONE OF  THE STATE OR FEDERAL COURTS LOCATED  IN
 THE STATE OF TEXAS HAVING JURISDICTION.  THE PARTIES HERETO HEREBY WAIVE AND
 AGREE NOT TO ASSERT, BY WAY OF MOTION,  AS A DEFENSE OR OTHERWISE, THAT  ANY
 SUCH PROCEEDING  IS BROUGHT  IN  AN INCONVENIENT  FORUM  OR THAT  THE  VENUE
 THEREOF IS IMPROPER.
<PAGE>
      21.  WAIVER  OF JURY TRIAL.  PUNITIVE AND  CONSEOUENTIAL DAMAGES,  ETC.
 EACH OF EACH  SELLER AND  PURCHASER HEREBY  (A) IRREVOCABLY  WAIVES, TO  THE
 MAXIMUM EXTENT NOT PROHIBITED BY LAW,  ANY RIGHT IT MAY  HAVE TO A TRIAL  BY
 JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING
 OUT OF,  UNDER OR  IN  CONNECTION WITH  THIS  AGREEMENT OR  ANY  TRANSACTION
 CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH;  (B) IRREVOCABLY WAIVES, TO  THE
 MAXIMUM EXTENT NOT  PROHIBITED BY LAW,  ANY RIGHT IT  MAY HAVE  TO CLAIM  OR
 RECOVER  IN  ANY  SUCH  LITIGATION  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE   OR
 CONSEQUENTIAL DAMAGES,  OR DAMAGES  OTHER THAN,  OR IN  ADDITION TO,  ACTUAL
 DAMAGES; (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR  AGENT
 OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,  OR
 IMPLIED THAT  SUCH PARTY  WOULD NOT,  IN THE  EVENT OF  LITIGATION, SEEK  TO
 ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGES THAT IT HAS BEEN INDUCED
 TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AMONG
 OTHER THINGS,  THE  MUTUAL  WAIVERS AND  CERTIFICATIONS  CONTAINED  IN  THIS
 PARAGRAPH.

      22.  THIS AGREEMENT  RESTATES AND AMENDS THE PURCHASE & SALE  AGREEMENT
 DATED AUGUST 28,  1997 BETWEEN I-CON  AN]) PURCHASER (AS  THE SAME MAY  HAVE
 HERETOFORE BEEN  AMENDED  OR MODIFIED,  THE  "ORIGINAL AGREEMENT,")  IN  ITS
 ENTIRETY EFFECTIVE  AS  OF  THE  DATE  HEREOF, AND  ALL  OF  THE  TERMS  AND
 PROVISIONS HEREOF SHALL SUPERSEDE THE TERMS AND PROVISIONS THEREOF; PROVIDED
 THAT ALL  INDEBTEDNESS  AND OBLIGATIONS  OF  I-CON TO  PURCHASER  UNDER  THE
 ORIGINAL AGREEMENT ARE RENEWED AND EXTENDED  HEREBY AND ALL LIENS,  SECURITY
 INTERESTS, ASSIGNMENTS, SUPERIOR TITLES, RIGHTS, REMEDIES, POWERS,  EQUITIES
 AND PRIORITIES (THE "LIENS") CREATED BY TILE ORIGINAL AGREEMENT ARE  RENEWED
 AND EXTENDED HEREBY AND SHALL CONTINUE  IN FULL FORCE AND, EFFECT TO  SECURE
 THE OBLIGATIONS  BY  THIS  AGREEMENT, THE  LIENS  ARE  HEREBY  RATIFIED  AND
 CONFIRMED AS VALID, SUBSISTING AND CONTINUING TO SECURE THE OBLIGATIONS.

      23.  COMPLETE   AGREEMENT.  THIS  AGREEMENT,   THE  WRITTEN   DOCUMENTS
 EXECUTED  PURSUANT  TO  THIS  AGREEMENT,  IF  ANY,  AND  THE  ACKNOWLEDGMENT
 DELIVERED 111 CONNECTION  HEREWITH SET  FORTH THE  ENTIRE UNDERSTANDING  AND
 AGREEMENT  OF  THE   PARTIES  HERETO  WITH   RESPECT  TO  THE   TRANSACTIONS
 CONTEMPLATED HEREIN  AN]) MAY  NOT BE  CONTRADICTED  BY EVIDENCE  OF  PRIOR,
 CONTEMPORANEOUS,  OR  SUBSEQUENT   ORAL  AGREEMENTS  OF   THE  PARTIES.   NO
 MODIFICATION OR AMENDMENT OF OR SUPPLEMENT TO THIS PURCHASE & SALE AGREEMENT
 OR TO SUCH ACKNOWLEDGMENT SHALL BE VALID OR EFFECTIVE UNLESS THE SAME IS  IN
 WRITING AND SIGNED BY THE PARTY AGAINST WHOM IT IS SOUGHT TO BE ENFORCED.

<PAGE>
      The undersigned have entered into this Agreement on the date first
      above written.


 USA FUNDING, INC.,                           I-CON Industries, Inc.,
 a Delaware corporation                       a Delaware corporation

 BY:    /s/                                   By:    /s/
        ---------------------------                  -----------------------
 Name:                                        Name:
        ---------------------------                  -----------------------
 Title:                                       Title:
        ---------------------------                  -----------------------


 Remittance Address:                          Mailing Address of I-Con:

 P. O. Box 971194                             1101 Pamela Drive
 Dallas, Texas 75397-1194                     Euless, TX 76040


 Mailing Address:                             Street Address of I-Con:

 12770 Merit Drive, Sixth Floor               1101 Pamela Drive
 Dallas, TX 75251                             Euless, TX 76040

                                              Performance Interconnect Corp.

                                              By:    /s/
                                                     ------------------------
                                              Name:
                                                     ------------------------
                                              Title:
                                                     ------------------------

                                              Mailing Address of Performance:

                                              10911 Pearl Street, Suite 105
                                              Dallas, TX 75238


<PAGE>
                            SCHEDULE OF ACCOUNTS


 DATE:_____________                   SCHEDULE NO.___________________________

 SELLER:   [I-CON INDUSTRIES, INC.]
           [PERFORMANCE INTERCONNECT CORP.]

                                      Total Number of Accounts Sold:_________
                                      Total Amount Sold:_____________________
                                      Reserve:_______________________________

 ACCOUNT              INVOICE              INVOICE             INVOICE
 DEBTOR               NUMBER               AMOUNT              DATE
 ------               ------               ------              ----

      The undersigned does hereby certify that he or she has made a  thorough
 inquiry into all matters certified herein  and, based upon such inquiry  and
 experience does hereby certify that:

      1.   He or she is the duly elected, qualified, and acting _____________
 of [I-CON INDUSTRIES, INC.] [PERFORMANCE INTERCONNECT CORP.].

      2.   This Schedule of Accounts is being submitted to USA Funding,  Inc.
 ("Purchaser") pursuant to that certain Amended and Restated Purchase &  Sale
 Agreement dated  as  of March  31,  1998, between  Performance  Interconnect
 Corp.,  I-Con  Industries,  Inc.  and  Purchaser  (as  from  time  to   time
 supplemented or amended, the "Agreement").

       3.  All representations and warranties made by Sellers (as defined  in
 the  Agreement)  in  the  Agreement  or  any  other  instrument,   document,
 certificate  or   other   agreement   executed   in   connection   therewith
 (collectively, the "Transaction Documents") delivered on or before the  date
 hereof are true on and as of the date hereof as if such representations  and
 warranties had been made as of the date hereof

      4.   No  Event of Default (as  defined in the  Agreement) or any  event
 that, with  the  giving  of notice,  the  passage  of time  or  both,  would
 constitute an Event of Default exists on the date hereof.

      5.   Sellers  have  performed  and complied  with  all  agreements  and
 conditions required in the Transaction Documents to be performed or complied
 with by it on or prior to the date hereof.

      6.   All  information contained in this  Schedule of Accounts is  true,
 correct and complete.

      IN WITNESS WHEREOF, this instrument is executed by the undersigned
      as of ________, 1997.

                                [I-CON INDUSTRIES, INC.]
                                [PERFORMANCE INTERCONNECT CORP.]

                                   By:_________________________________
                                   Name:_______________________________
                                   Title:______________________________

<PAGE>


                    [ CONSENT AND AGREEMENT APPEARS HERE ]