WAIVER AND AMENDMENT NO. 2 TO
                           LOAN AND SECURITY AGREEMENT

      This WAIVER AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT'
("Amendment") is dated as of May 19, 1998 and is entered into by and between
BankAmerica Business Credit, Inc. ("Lender") and Intellicell Corp. ("Borrower").
All capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Agreement (as hereinafter defined).

                                   WITNESSETH

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

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

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

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

      Section 1. Waiver of Default. The Lender hereby waives the Event of
Default arising from the failure of the Borrower to comply with the minimum
Adjusted Tangible Net Worth requirement for the month ending March 31, 1998 as
required by Section 10.23 of the Agreement. This waiver is only applicable and
shall only be effective for the specific instance, for the specific purpose, and
for the specific period for which given. Such waiver is expressly limited to the
facts and circumstances referred to herein and shall not operate (a) as a waiver
of or consent to noncompliance with any other section of the Agreement or any
other Loan Document, (b) as a waiver of or a restriction on or prejudice with
respect to, any right, power or remedy of the Lender under the Agreement or any
other Loan Document, or (c) as a waiver of or consent to any other Event of
Default or Event under the Agreement or any other Loan Document.

      Section 2. Amendment to the Agreement. The Lender and Borrower agree that
the 

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Agreement shall be amended as follows:

      A. Amendment to Section 1 The definition of "Availability" contained in
Section 1 of the Agreement is amended to read as follows:

      "Availability" means at any time the lesser of:

            (a) The amount of Four Million and 00/100 Dollars ($4,000,000.00)
      (the "Maximum Revolving Credit Line") or

            (b) The sum of

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

                              and

                  (ii)  the lesser of

                        a) the Maximum Inventory Loan or

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

      provided, however, that at all times Availability shall be reduced by the
      sum of;

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

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

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

            (d) the Environmental Compliance Reserve; and

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

      B. Amendment to Section1. Section 1 of the Agreement is amended by adding
a new definition to read as follows:

            Maximum Inventory Loan" means $750,000 as of May 19, 1998 and shall
            be reduced by $75,000 on each subsequent Monday until the Maximum
            Inventory Loan is zero.

      C. Amendment to Section 3. Section 3 of the Agreement is amended by adding
a new Section 3.6 to read as follows:


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<PAGE>

            3.6 Extension Fee. In the event the Obligations are not paid in full
      by July 31, 1998. the Borrower agrees to pay the Lender $50,000 on August
      1, 1998 and $25,000 on the first day of each month thereafter until the
      Obligations are paid in full.

      Section 2. Conditions. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:

            A. Amendment. Fully executed copies of this Amendment signed by the
      Borrower.

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

            C, Other Documents. Borrower shall have executed and delivered to
      Lender such other documents and instruments as Lender may require.

      Section 3. Miscellaneous.

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

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

            C. Agreement Remains in Effect. The Agreement and the Loan Documents
      remain in full force and effect and the Borrower ratifies and confirms its
      agreements and covenants contained therein.

            D. Severability. Any provision of this Amendment held by a court of
      competent jurisdiction to be invalid or unenforceable shall not


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<PAGE>

      impair or invalidate the remainder of this Amendment and the effect
      thereof shall be confined to the provision so held to be invalid or
      unenforceable.

            13. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
      EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
      PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE 0F CALIFORNIA.

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

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

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

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

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


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<PAGE>

      AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITFEN ORAL AGREEMENTS BETWEEN
      LENDER AND BORROWER.

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

                                          INTELLICELL CORP.


                                          Signature _____________________

                                             Title


                                          BANKAMERICA BUSINESS CREDIT. INC.


                                          Signature
   
                                          Title


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