92



EXHIBIT 10.4 - CONSULTANT AGREEMENT

                              CONSULTANT AGREEMENT


     This  agreement  is set forth this the 26th day of March, 2002 between 21st
Equity  Partners,  LLC,  at  15800  John J Delaney Drive Suite 325 Charlotte, NC
28277  referred to hereinafter as "Consultant" and Technology Connections, Inc.,
at  13777  Ballantyne Corporate Place, Suite 250, Charlotte, NC.  This agreement
sets  forth  the services provided by Consultant and the compensation and duties
required of Corporation in contemplation of the corporations transformation from
a  private  to a publicly traded entity. All references to "We" and "Consultant"
as  used  herein  refer  to 21st Equity. All references to "You" or "Company" or
"Corporation"  refer  to  Technology  Connections,  Inc.

                                    ABOUT US
                                    --------

     21st Equity Partners LLC is pleased to provide services to your corporation
in  support  of  your  decision  to  transform your business from a private to a
publicly  traded  entity.  As  you know, the process for which a private company
makes  such  a  transformation is traditionally an expensive proposition, making
the  endeavor  cost  prohibitive  for many outstanding emerging growth companies
such as yours. The traditional "IPO", as it is known in the markets, can require
a  minimal cash outlay of several hundred thousand dollars or more, depending on
various  factors  involved.  Thus,  many  deserving  "micro  cap" companies were
frozen  out  of  having  access  to  public  capital  because  of insurmountable
bureaucratic  hurdles.

     Congress has long recognized that small business is an important foundation
to  the  U.S. Economy.  The U.S. Small Business Administration recently reported
that  small  businesses  employ over 50 percent of the U.S. Labor Force, account
for  nearly half the gross domestic product, and create the majority of new jobs
in  the  United  States.  Congress  and  the SEC have recognized that a critical
aspect in the continued viability of small businesses is access to capital above
and  beyond  that  which  can  be  provided  by  banks.

     Therefore,  in  1992,  the  SEC passed numerous initiatives to assist small
businesses and make the process of accessing public markets less burdensome. One
of  the measures adopted by the SEC to achieve this goal was the promulgation of
"Regulation  S-B",  the  small  business  counterpart  to  "Regulation  S-K."

     In  essence,  Regulation  S-B  scaled down in part the very voluminous data
requirements  necessary  for  a traditional IPO, making access to public markets
for  small  companies  a  more  affordable  aim.


<PAGE>
                                   HOW WE HELP
<PAGE>
102

                                                     CORPORATION INITIALS: _____

                                                    CONSULTANT'S INITIALS: _____

     At  21EP,  we  provide  assistance  to our clients in three valuable areas,
which  are  crucial  to  making  your  public company viable. We help in (1) The
Process  of  Going  Public; (2) Consultation Services for Access to Capital; and
(3)  Consultation  Services  for  Market  Awareness once you have gone public. A
brief  overview  of  each  of  these  areas  is  as  follows.

                         (1) The Process of Going Public

     The Process of Going Public - The small business regulations passed in 1992
have  created  a  highly  valuable  yet  relatively untapped niche for small and
growing  businesses  deserving  access  to  public  capital markets. Part of our
mission  at  21EP  is  to provide consulting expertise and guidance to micro cap
companies  who  have  recognized the importance of becoming public. With several
former  brokers on staff, and with our close affiliation with securities counsel
and  SEC  certified  accountants;  we  are  able  to provide fast, efficient and
accurate information to our clients in the process of becoming public companies.
Our  affiliated  professionals work closely with us and you to guide you through
each  step of the registration process.  Generally, our clients choose to become
public  companies through one of two possible routes. These are SB2 Registration
and  Reverse  Mergers.

The  SB2  process  is  the  small business equivalent of an IPO. This process is
sometimes  appropriate with newer businesses with lower revenue streams below $5
million  gross  annually. A Reverse Merger sometimes allows a private company to
become  publicly  traded more quickly than is typical for the SB2. In this case,
your  company  would  merge  with a publicly traded company listed on the NASDAQ
bulletin board. In such a case, we would negotiate on your behalf to assure that
you  maintain  control  of  the  company  post  merger.

(2)  Access  to  Capital
------------------------

     Making  Referrals  for  Access  to  Capital  -  In  addition  to making the
registration  process  more  accessible  to  small  businesses,  the SEC's small
business  initiatives  also made raising capital more accessible so that in some
cases,  limited  amounts  of  capital  may be raised from the public without the
requirement  of  any  federal registration at all. For example, Regulation A, of
the  Securities Act of 1933 up to $5 million can be raised within a period of 12
months.  A  full-blown registration is not required for a Regulation A offering,
however,  an  offering  circular, must be prepared and provided to investors and
filed  with  the  SEC.  Regulation  A  allows  unedited  financial  statements.
     Regulation D of the Securities Act of 1933 also allows for small businesses
to raise capital without registration under three separate rules.
     Rule 504 governs offerings of up to $1,000,000 per year.  No federal
registration is required, but STATE governments also regulate offerings.  You
may or may not be able to be exempt from state requirements (blue sky laws)
depending on the number and type of investors. Stock sold under this rule is
generally not free trading unless one of several exceptions apply.
 Rule 505 governs offerings of up to $5,000,000 per year.  Rule 505 contains the
worst of both worlds - both federal and state regulation.   You may or may not
be able to be exempt from state regulation depending on the number and type of
investors.  Under the federal regulation, you can have up to 35 purchasers who
do not meet any suitability requirements and an unlimited number of accredited
investors.  You must inform purchasers that they received restricted securities,
meaning that the securities cannot be sold for at least a year without
registering them.
 Rule 506 governs offerings without dollar limitation.  You might think that
this has the most regulation, but this is half right.  There is more federal
regulation, but the federal Rule 506 preempts state laws.  There is no state
regulation, but you usually have to file a copy of the federal form (Form D)
with the state government and pay a state filing fee or state tax in states
where securities are sold.
21st Equity works with you by providing expert consultation on various private
offerings under Regulations A and D.  Some accredited investors, for example,
are more favorable to private offerings, which have "piggyback rights" to
subsequent public offerings. This is because the investor knows he or she will
have a clear "exit strategy."
We help analyze your company's individual needs and provide expert consultation
services. Where private placement memoranda are required, our expert affiliates
stand ready to help you in assembling the proper disclosures as may be required
by the various federal or state regulations. In many cases, we are able to put
your company in touch with a number of accredited investors who may be
interested in providing capital investment in your company.
(3)  Market  Awareness  Consultation
     Once your company has become public, your ability to raise capital will
depend in part on the volume and price of the company's publicly traded
securities. To this extent, an effective and continuous public relations
campaign will be necessary, whereby your company's story to the investing public
is in the most accurate and most effective light possible. We have an
established network of contacts in the public relations community with
experience in the market awareness arena. We will refer you to these
professionals. They will work with you to ensure the dissemination of truthful
and accurate information to the investing public on an ongoing basis.
Compensation and Fees
     The traditional cost of going public is substantial. Even for a small
offering, out of pocket expenses can range from $250,000 to $500,000 or more.The
Complete Going Public Handbook, Prima Venture Publishing, p. 7.  By the same
token, venture capitalists will often require as a prerequisite to investment
that you surrender effective control of your company.
     We recognize that the magnitude of such cash outlays or loss of control to
venture capitalists can make the process cost prohibitive in the micro cap
arena. Therefore, we have structured our program to accomplish the end of
allowing you to achieve public status with a minimal cash outlay. To accomplish
this goal, you will agree to provide free trading shares of your public company
to our consultants and us.
Generally, an effective program will require that you use up to thirty percent
of outstanding free trading shares for the public relations phase which lasts
for twelve months after you become public,  plus a cash outlay of $30,000.00.
However, 21st Equity will not receive 30% of free trading shares.
  The total percentage paid to 21st Equity will be 4.9% of outstanding
unrestricted shares of the public traded entity. Shares for our payment will be
issued via the appropriate registration form, an SB2 registration, immediately
upon your company becoming public. Other professionals, such as public relations
firms and accounting firms will likewise be paid directly by you in outstanding
free trading shares of the company.  These professionals will also be paid by
free trading shares in your company above and beyond the amount allocated to
21st Equity Partners. Shares to these professionals will be issued under an SB2
registration, which you file upon becoming public.
By accepting our services, you agree to make available up to30% of the total
outstanding shares in your company for payment to various professionals within
our network or referred by us for investor relations and market awareness. No
less than20%of the total outstanding shares will be made available at closing of
merger or at effective date of your companies SB-2 with the remaining 10%
available for additional consultants if needed.
Note: An addendum "A" will be provided to list all consultants, services, fees,
and percentages of compensation.
Free trading shares due 21st Equity will be due at the time your company becomes
public, either by the effective date of an SB2 statement with the SEC, or
immediately upon successfully merging into an existing publicly trading entity.
Finally, there is a $30,000.00 administrative fee, which will be due upon
execution of this agreement.
     By accepting our services, you agree that any merger with an existing
public company will involve your company retaining outstanding control of the
merged entity.  Therefore, you will retain the ability to issue free trading
shares as payment to us at the appropriate time.
Services Provided
     The  services  that  our  network  provides  to  you  are  in  two  phases.
     Phase One is the "Pre-Public" Phase, whereby our network of accountants and
attorneys will work with us and with you to ensure that all proper documentation
is prepared and filed with the Securities and Exchange Commission prior to going
public.  In  some  cases,  our  professionals  also  work with you in assembling
private  placement  memoranda and give advice for proper compliance in the event
of  private  placements.

 Phase  Two  is  the "Public Relations" Phase. This phase kicks in upon bringing
your  company  public.  Here,  we  make referrals to public relations and market
awareness  experts  to  keep  your  company's  story alive and viable before the
investing  public  for  a  year.

A  more  detailed  description of services provided in each phase is as follows.

                                     PHASE 1
                                PRE-PUBLIC PHASE

"Pre-Public"  Phase  -  As a Micro Cap Corporation, the process of bringing your
-------------------
company  public  will  take  one  of two routes. Working in conjunction with us,
either  you  will  file  an  SB2  registration  with the Securities and Exchange
Commission,  or  you will become public as a result of a merger with an existing
public  corporation on the OTC Bulletin Board.  The procedure may vary depending
on  which  route  is  recommended.

SB2  Route  -  If  your  company  is  brought  public  as a result of an initial
registration  under  the  SEC's  new  small  business  initiatives,  you will be
required  to  file  a  Form "SB2" with the United States Securities and Exchange
Commission.  To  be eligible to use the SB2, generally your company will qualify
if  you  have gross revenues of less than $25 million and a public float of less
than  $25  million.  While this form is less voluminous than the traditional S-1
(IPO)  filing,  the  form  nevertheless requires specific information such as an
overview  of  your company, risk factors, management discussion and analysis and
accounting  data.

Upon  your  decision  to  become  public by this route, our legal and accounting
network  will  spend  considerable  hours  preparing the document for filing. By
separate  agreement  with  these professionals, we cover the cost of legal fees,
thus  allowing you to avoid the very expensive cash outlay for legal fees, which
would  normally  accompany  such  a  task  cost  prohibitive.

          Annual  Financial  Statements.  Regulation  SB  requires  that  small
          -----------------------------
business  issuers  shall file an audited balance sheet as of the end of the most
recent fiscal year, or as of a date within 135 days if the issuers existed for a
period  less  than one fiscal year, and audited statements of income, cash flows
and  changes  in stockholders' equity for each of the two fiscal years preceding
the date of such audited balance sheet (or such shorter period as the registrant
has  been  in  business).  Therefore,  if  your  company  does  not have audited
financial  statements,  these will be necessary for filing the SB2. [Our company
will  cover  the  cost of audited financial statements necessary to prepare your
company  for filing.][You will be responsible for the costs of audited financial
statements].

     Form  15C211  -  Once  your  SB2 has been approved, you will need a trading
     ------------
symbol.  Our  professionals will file the form with the SEC on your behalf at no
additional  costs  to  you.

          Blue Sky Registration - In addition to federal registration with the
          ---------------------
SEC, many state securities statutes require that your company be registered in
their state or subject to a statutorily recognized exemption before trading can
commence. Again, our legal and accounting professionals work together to achieve
proper Blue Sky Registration whether your company is brought public by an SB2 or
Reverse Merger.


     Merger  Route  -  Some  companies  elect  to  go public through merger with
     -------------
another  already  existing  public  company. In many cases, the ideal target for
     -
such  a  merger  will  be a public company, which is fully reporting and current
with  all  of  its  filings  and is trading on the OTC Bulletin Board. Sometimes
these  companies  no  longer  have the level of business activity that they once
had,  often times because they have sold their subsidiaries to larger companies.

     Preparation of Merger Agreements and Letters of Intent. Should you elect to
     ------------------------------------------------------
go  public  through merger with such a company, it will not be necessary to file
an initial SB2. However, an appropriate merger agreement will need to be drafted
memorializing  the  terms  of  the  merger between your company and the publicly
traded  entity.  Additionally, in some but not all cases a letter of intent will
be  required prior to execution of the merger agreement.  We will retain counsel
to  prepare the merger agreements, the letter of intent, and any other documents
necessary  to  effectuate  the  merger agreement on your behalf at no additional
costs  to  you.

     Audited  Financials  -  Unlike  an  SB2  filing,  which  requires  audited
     -------------------
financials  to  be  filed  before  the  effective  date of going public, audited
financials  are  not  necessary  prior to merger with a public company. However,
audited financials generally must be provided within 60 days of merger. To avoid
time  constraints, we require that you provide audited financials within 45 days
of  merger.

     Name Change and 15c211 Registration - Once you have merged with the public
     -----------------------------------
company, the combined entity will generally do a name change. Most likely, you
will wish to use the name of your existing corporation. Our professionals will
work with you to ensure that all proper documentation is filed to change the
name of the public entity, which you now control to the name of your existing
corporation, or to another name, which you may choose.  As with the SB2 process
of going public, our legal and accounting professionals will take care of the
legal paperwork necessary to effectuate the name change and 15c211 registration
getting your new public company a ticker symbol.

          Blue Sky Registration - In addition to federal registration with the
          ---------------------
SEC, many state securities statutes require that your company be registered in
their state or subject to a statutorily recognized exemption before trading can
commence. Again, our legal and accounting professionals work together to achieve
proper Blue Sky Registration whether your company is brought public by an SB2 or
Reverse Merger.

     Making  Referrals for Access to Capital - Depending on the company's needs,
     ---------------------------------------
this  service  may  also  be  provided to you in the "Pre Public" Phase. In this
case, we work with your C.E.O. and/or C.F.O. to determine what if any short-term
capital  needs  the  company  has.  We  then work with you to determine the best
strategy for meeting those needs, focusing on your options under Regulation A or
Regulation  D  of  the  Securities  Act  of  1933.

     Once we have mutually decided an offering exemption, we will work with you
to set the amount and to put you in touch with a network of accredited
investors. Our professionals will work with you to prepare a Private Placement
Memorandum in support of your offering. Should we recommend and should you
embark upon a Regulation A offering, our legal and accounting professionals will
assist you in preparing the appropriate offering circular.

     In  cases  where the private offerings have "piggyback" registration rights
to  an  SB2,  our  professionals  will  insure  that  investors buying under the
private  offering  are  registered  under  the  SB2 to insure liquidity of their
investment  once  your  company  goes  public.

                                     PHASE 2
                             PUBLIC RELATIONS PHASE

     "Public  Relations"  Phase  - For your company to be successful as a public
company,  your  stock  must have two components. It must have volume and it must
have  value.  Immediately  upon  going  public, it will be necessary to get your
company's  story  to  the  investing  public  without  delay.  This will require
additional  free  trading  shares.

     Here at 21st Equity, we are a consultation firm. As such, we do not engage
in the business of stock promotion.  However, over the years we have compiled a
proprietary list of reputable market awareness professionals and public
relations firms who have the ability and who have proven track records of
assisting micro cap companies seeking a presence on the public exchanges.

     These professionals also will work on behalf of your company for free
trading shares. Enough free trading shares will be needed to ensure that your
market awareness program can be funded for one year. By providing a long-term
commitment to market awareness, you place your company in the best position to
raise capital and to be noticed by established institutional investors.

     The total number of shares you will agree to make available for market
awareness and public relations will depend on whether your company is being
brought public via an SB2 registration or a reverse merger.

     Shares Required to Support Public Relations/Market Awareness in SB2 Filing
- In an SB2 filing, you will be required to allocate up to 25.1% of your shares
for market awareness and public relations. This is in addition to the 4.9% you
will pay to 21st Equity for our services. Thus the total number of shares to be
set aside and held in escrow will be 30% of outstanding shares of your company.

     It is possible, depending on the progress of the public awareness campaign
and the performance of the company, that some of these shares will not be used
and will be returned to the company. However, our experience has shown that this
percentage is a good estimate of the amount, which will be needed to sustain a
public awareness campaign for twelve months.

Shares Required to Support Public Relations/Market Awareness For Reverse Merger
-  If you are going public via a reverse merger with an existing public company,
you will be required to allocate 20% of your shares for market awareness and
public relations. This is in addition to the 4.9% you will pay to 21st Equity
for our services. Thus the total number of shares to be set aside and held in
escrow will be 24.9% of outstanding shares of your company.

Few shares are required to be set aside in the case of a reverse merger because
the public company with which you are merging will generally already have had
some public exposure.

Again it is possible, depending on the progress of the public awareness campaign
and the performance of the company, that some of these shares will not be used
and will be returned to the company. However, our experience has shown that this
percentage is a good estimate of the amount, which will be needed to sustain a
public awareness campaign for twelve months.

While we provide consulting services in connection with your company's  "public
relations" dealings with NASD broker/dealers and the investing public. (At no
time shall the Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body or
self-regulating agency.)

Additional Services Provided By Us

     In  addition  to  the  services  enumerated above, we provide the following
general  services  to  you  at  no  additional  costs.

           During  the  term  of  this Agreement, we will provide those services
customarily provided for a public relations firm to a Corporation, including but
not  necessarily  limited  to  the  following:


(a)     Consultation  and  review of all corporate matters in preparation of the
company  becoming  a  "public  company"  for  trading  on the NASDAQ OTC-BB; and


(b)     Preparing  all  documentation  for  a private placement of the company's
securities  through  its  association  with securities counsel and SEC Certified
Public  Accountants  (to  provide  a  public  market  of shares for trading once
company  is  on  the  OTC-BB);  and

(c)     Draft  and  file  all  forms,  through  its  association with securities
counsel  and  SEC  Certified Public Accountants, necessary to become a reporting
company  under  the  federal  Securities  Exchange  Act  of  1934;  and

(d)     Draft, file and respond, through its association with securities counsel
and  SEC  Certified  Public Accountants, to all comments regarding the company's
registration  of  shares  pursuant  to  a  1933 Act filing an SB-2 registration.

(e)      Assist  company  with  SEC  compliant  Audit  services

(f)      Coordination  of  filings  with  the  company's  auditors;  and

(g)      In  the  event  that Corporation goes public by merger with an existing
public  corporation,  to  provide  consulting services pre and post merger phase

(h)     Through its association with securities counsel and SEC Certified Public
Accountants,  filing  of  necessary  documents  with  Standard & Poors to secure
appropriate S&P reporting status for registration under various states "Blue Sky
Laws."

(i)      Edgarization  transmissions.

(j)     Aiding  a  Corporation  in  developing  a  marketing  plan  directed  at
informing  the  public  as  to  the  business  of  the  Corporation;

(k)      and  Providing  assistance  and  expertise  in  devising an advertising
campaign  in  conjunction  with  the  marketing campaign as set forth above; and

(l)         Advise the Corporation in dealing with institutional investors as it
pertains  to  the     Company's  offerings  of  its  securities;  and

(m)        Aid  and  advise  the Corporation in establishing a means of securing
nationwide  interest  in  the  Corporation's  securities;  and

(n)     Aid  and  assist  the  Corporation  in developing an (investor friendly)
"web  site";  and

(o)          Aid  and  consult  the  Corporation  in  the  preparation  and
dissemination of all "due diligence" packages requested by and furnished to NASD
registered  broker/dealers  and/or  other  institutional  and/or  fund  managers
requesting  such  information  from  the  Corporation;


COMPLIANCE

     4.     In the event the shares of the Corporation are not presently trading
on any recognized market, the said shares delivered by Corporation to Consultant
will,  at  that  particular  time,  be  "free trading," or, if a registration is
contemplated,  the  shares shall have "piggy back" registration rights and will,
at  the  expense  of  the  Corporation,  be  included  in  said  registration.

REPRESENTATIONS OF CORPORATION

     5.     The  Corporation,  upon entering this Agreement, hereby warrants and
guarantees  to  the Consultant that all statements, either written or oral, made
by  the  Corporation  to  the  Consultant  are true and accurate, and contain no
misstatements  of  a  material  fact.  The  Corporation  acknowledges  that  the
information  it  delivers  to  the  Consultant will be used by the Consultant in
preparing  materials  regarding  the  Company's  business,  including  but  not
necessarily  limited  to,  its  financial  condition,  for  dissemination to the
public.  Therefore, in accordance with Paragraph 6, below, the Corporation shall
hold  harmless the Consultant from any and all errors, omissions, misstatements,
negligent  or intentional misrepresentations, in connection with all information
furnished  by  Corporation to Consultant, in accordance with and pursuant to the
terms  and  conditions  of  this  Agreement for whatever purpose or purposes the
Consultant sees fit to use said information.  The Corporation further represents
and  warrants  that  as  to  all  matters  set  forth within this Agreement, the
Corporation  has  had  independent  legal  counsel and will continue to maintain
independent  legal  counsel to advise the Corporation of all matters concerning,
but  not  necessarily  limited  to, corporate law, corporate relations, investor
relations,  all  manners  concerning  and  in  connection  with  the  Company's
activities  regarding  the  Securities  Act of 1933 and 1934, and state Blue Sky
laws.

LIMITED LIABILITY

     6.     With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to its
willful misconduct or culpable negligence.

TERMINATION

     7.  This  Agreement may be terminated by either party upon the giving of
not  less  than sixty (60) days written notice, delivered to the parties at such
address  or  addresses  as  set  forth  in Paragraph 8, below. In the event this
Agreement is terminated by the Corporation, all compensation paid by Corporation
to  the  Consultant  shall  be  deemed  earned.  In  the event this Agreement is
terminated  by  Consultant, a portion of the compensation paid by Corporation to
Consultant shall be "back-charged" to Consultant, and payable to the Corporation
as  follows:

     (a)  In  the  event  the  Agreement  is  terminated by the Consultant in
months 1 through 6, Consultant shall repay to Corporation two thirds (2/3rds) of
the  fees  paid  pursuant  to  Paragraph  3  above.

     (b)  In the event the Consultant terminates this Agreement during months
7  through  10,  the  Corporation shall be entitled to a return of fifty percent
(50%)  of  the  fees  paid in accordance with Paragraph 3 above; thereafter, all
fees  paid  shall  be  deemed  earned.

     (c)  In  the  event  of  a termination by either party, any repayment of
funds  or stock due from Consultant to Corporation may be paid either in cash or
the  equivalent  number of shares of the Corporation received by Consultant from
the  Corporation  in accordance with Paragraph 3 above, payable at the option of
the  Consultant.  The  valuation  of  said  shares  for purposes of repayment of
shares, shall be the bid price of said shares as of the date shares are tendered
back  to  the  Corporation.  If  there  is no bid price, then the price shall be
agreed  to,  by  separate  writing,  to  be  determined  by the parties upon the
execution  of  this  agreement.

NOTICES

     8.     Notices  to  be  sent  pursuant  to the terms and conditions of this
Agreement,  shall  be  sent  as  follows:

As to Consultant:                       As to Corporation:
----------------                        -----------------
___________________                    ___________________
President                              President
21st Equity Partners LLC               Technology Connections, Inc.
15800 JOHN J DELANEY DRIVE STE 325     13777 BALLANTYNE CORPORATE PLACE
Charlotte, NC  28277                   Charlotte, N.C. 28277



                                 Attorneys' Fees

     9.     In  the  event any litigation or controversy, including arbitration,
arises  out  of or in connection with this Agreement between the parties hereto,
the  prevailing  party  in such litigation, arbitration or controversy, shall be
entitled  to  recover from the other party or parties, all reasonable attorneys'
fees,  expenses  and suit costs, including those associated within the appellate
or  post  judgment  collection  proceedings.


ARBITRATION

     10.     In  connection  with  any  controversy  or  claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy shall
be  submitted  to  arbitration,  in  conformity with the Federal Arbitration Act
(Section  9  U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a  result of the arbitration of any dispute herein, shall upon being rendered by
the  arbitrators  be  submitted  to a Court of competent jurisdiction within the
State  of  North Carolina or in any state where a party to this action maintains
its  principal  business  or  is  a  Corporation  incorporated  in  said  state.

GOVERNING LAW

     11.     This  Agreement shall be construed under and in accordance with the
laws  of the State of North Carolina, and all obligations of the parties created
under it are performed in Charlotte, North Carolina. Further, in any controversy
arising  out  of  this  Agreement, wherein arbitration is elected, the venue for
said arbitration shall be in Mecklenburg County, North Carolina, and all parties
hereby  consent  to  that  venue as the proper jurisdiction for said proceedings
provided  herein.

PARTIES BOUND

     12.     This  Agreement shall be binding on and inure to the benefit of the
contracting  parties  and  their  respective  heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this Agreement.


<PAGE>
LEGAL CONSTRUCTION

     13.     In  case  any  one  or  more  of  the  provisions contained in this
Agreement  shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any  other  provision,  and this Agreement shall be construed as if the invalid,
illegal,  or  unenforceable  provision  had  never  been  contained  in  it.

PRIOR AGREEMENTS SUPERSEDED

     14.     This  Agreement  constitutes  the  sole  and  only Agreement of the
contracting  parties  and supersedes any prior understandings or written or oral
agreements  between  the respective parties. Further, this Agreement may only be
modified  or  changed  by  written  agreement  signed  by  all  parties  hereto.

MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT

     15.     The  original  and  one  or  more  copies  of this Agreement may be
executed  by  one  or  more  of  the  parties hereto. In such event, all of such
executed  copies  shall have the same force and effect as the executed original,
and  all  of  such  counterparts taken together shall have the effect of a fully
executed  original.  Further,  this  Agreement  may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and such
facsimile  copies  shall  be deemed original copies for all purposes if original
copies  of  the  parties'  signatures  are  not  delivered.

HEADINGS

     16.     Headings  used  throughout  this  Agreement  are  for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement  or  effect  its  provisions.


     IN  WITNESS  WHEREOF,  the  parties have set their hands and seal as of the
date  written  above.
     Technology  Connections,  Inc.

     BY:    /s/  Kevin  G.  Kyzer
            ---------------------
                President

     21st  Equity  Partners  LLC

     BY:   /s/   David  Wood
            ---------------------
                President