WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
MADE UNDER THE SECURITIES  ACT OF 1933 , AS AMENDED (THE "ACT"),  OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                VOID AFTER 5:00 P.M., PHOENIX TIME, MAY 29, 1999.

                                  WARRANT NO. 1
               WARRANT TO PURCHASE COMMON STOCK, $0.01 PAR VALUE,
                                       OF
                            SC&T INTERNATIONAL, INC.

     This  Warrant  is  issued  pursuant  to the  Advance  Funding  and  Release
Agreement executed between the Company,  James L. Copeland,  Maslo Fund, Ltd. on
April  21,  1999,  which is  incorporated  in,  and made a part of this  Warrant
("Funding Agreement").

     This  is  to  certify  that,  FOR  VALUE  RECEIVED,  MASLO  FUND,  LTD.  or
his/their/its registered assigns (the "Holder") is entitled to purchase, subject
to the  provisions of this Warrant,  from SC&T  INTERNATIONAL,  INC., an Arizona
corporation ("Company"), at any time after April 21, 1999 ("Effective Date") and
not later than 5:00 P.M., Phoenix local time, May 29, 1999, two hundred thousand
(200,000) shares of common stock, $0.01 par value per share, of the Company (the
"Shares").  Such Shares shall be  purchasable  by the Holder at a price of $1.50
per Share during the period this Warrant is exercisable.

     The Shares of common stock  deliverable  upon such  exercise of the Warrant
(as  hereinafter  defined),  are hereinafter  sometimes  referred to as "Warrant
Stock";  and the purchase  price of such Shares of common  stock is  hereinafter
sometimes referred to as the "Exercise Price". The term "Warrant" as used herein
shall  include  this  Warrant and any  Warrants  issued in  substitution  for or
replacement  of this  Warrant  or into  which  this  Warrant  may be  divided or
exchanged .

     (a) EXERCISE OF WARRANT.  Subject to the  provisions of Section (h) hereof,
this  Warrant  may be  exercised  in  whole  or in part at any  time  after  the
Effective Date, but not later than 5:00 P.M.,  Phoenix local time, May 29, 1999,
1999, or, if that date is a day on which banking  institutions are authorized by
law to close,  then on the next succeeding day which shall not be such a day, by
presentation  and  surrender  of this Warrant to the Company or at the office of
its stock  transfer  agent,  if any, with the Purchase Form annexed  hereto duty
executed  and  accompanied  by payment of the  Exercise  Price for the number of
shares  specified  in such  form,  together  with all  federal  and state  taxes
applicable upon such exercise.

     If this  Warrant  should be  exercised  in part  only,  the  Company,  upon
surrender of this Warrant for  cancellation,  shall  execute and shall deliver a
new Warrant  evidencing  the right of the Holder to purchase  the balance of the
shares purchasable  hereunder on the terms specified herein. Upon receipt by the
Company of this  Warrant at the office or the agency of the  Company,  in proper
form for exercise, and accompanied by payment and such other documents,  in such
form,  as  counsel  for  the  Company  reasonably  may  request  to  assure  the

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<PAGE>
availability of an exemption from registration under the Securities Act of 1933,
as amended,  the Holder shall be deemed to be the Holder of record of the Shares
of common stock  issuable  upon such  exercise,  notwithstanding  that the stock
transfer  books  of the  Company  shall  then be  closed  or that a  certificate
representing such shares of Common Stock shall not then be actually delivered to
the Holder.

     (b)  RESERVATION  OF SHARES.  The Company  hereby  agrees that at all times
there shall be reserved  for  issuance  and/or  delivery  upon  exercise of this
Warrant such number of Shares as shall be required for issuance or delivery upon
exercise of this Warrant.

     (c)  FRACTIONAL   SHARES.  No  fractional  shares  or  scrip   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of such  fractional  share  determined as
FOLLOWS:

     As the  Company's  common  stock is traded on the National  Association  of
Securities Dealers Automated  Quotations  National Market System (OTC - Bulletin
Board), the current value shall be the last reported sale price of the shares on
the last  business  day prior to the date of exercise of this  Warrant or, if no
such sale is made on such day, the average closing bid and asked prices for such
day on such exchange.

     (d) EXCHANGE,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender at
the office of the Company or at the office of its stock transfer  agent, if any,
for other  Warrants of different  denominations  entitling the Warrant holder to
purchase in the aggregate the same number of Shares purchasable hereunder.  This
Warrant  and  the   underlying   securities  may  not  be   transferred,   sold,
hypothecated,  or assigned for twelve months from the Effective Date,  except to
(i) Selected Dealers who participated in the offering of the Shares; (ii) one or
more  persons,  each of whom on the date of the sale,  transfer,  assignment  or
hypothecation is an officer or partner of a Warrant holder;  (iii) any successor
to a  Warrant  holder in merger or  consolidation;  (iv) a  purchaser  of all or
substantially all of the assets of a Warrant holder; and (v) a person or persons
who  receive  such  Warrant  pursuant  to the  terms  of a will  or the  laws of
intestate  succession.  Following  the period of one year from the date  hereof,
there  shall  be  no   restrictions  on  the  sale,   transfer,   assignment  or
hypothecation  of the  Warrants,  except as  otherwise  provided in this Warrant
Agreement.  Any  assignment  shall be made by  surrender  of this Warrant to the
Company  or at the  office  of its  stock  transfer  agent,  if  any,  with  the
Assignment  Form annexed  hereto duly executed and with funds  sufficient to pay
any transfer  tax and  accompanied  by such other  documents,  in such form,  as
counsel for the Company  reasonably  may request to establish  the  propriety of
such  assignment  hereunder;  whereupon,  the Company,  shall  execute and shall
without  charge  deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be canceled.

     This Warrant may be divided or may be combined  with other  Warrants  which
carry the same rights upon  presentation  hereof at the office of the Company or
at the  office of its  stock  transfer  agent,  together  with a written  notice
specifying  the names and the  denominations  in which  new  Warrants  are to be
issued and signed by the Holder hereof.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction,  or  mutilation  of this
Warrant,  and (in  the  case of  loss,  theft,  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if mutilated,  the Company will execute and will deliver a new Warrant
with identical  terms,  conditions  and date. Any such new Warrant  executed and
delivered shall constitute an additional  contractual  obligation on the part of

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<PAGE>
the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated
shall be at any time enforceable by anyone.

     (e) RIGHTS OF THE HOLDER.  The Holder of this Warrant is not be entitled to
any rights of a stockholder in the Company,  either at law or in equity, and the
rights of the Holder are limited to those  expressed  in the Warrant and are not
enforceable against the Company except to the extent set forth herein.

     (f)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding  and  unexercised (i) if the Company shall pay any dividend or shall
make any  distribution  upon the common stock or (ii) if the Company shall offer
to the holders of Common Stock for  subscription  or purchase by them any shares
of stock of any class or any other rights or (iii) if any capital reorganization
of  the  Company;  reclassification  of  the  capital  stock  of  the  Company-,
consolidation or merger of the Company with or into another  corporation;  sale,
lease or transfer of all or substantially  all of the property and assets of the
Company  to  another  corporation;  or  voluntary  or  involuntary  dissolution,
liquidation,  or winding up of the Company shall be effected,  then, in any such
case,  the Company shall cause to be delivered to the Holder,  at least ten (10)
days  prior to the date  specified  in (A) or (B)  below,  as the case may be, a
notice  containing a brief  description  of the proposed  action and stating the
date on which  (A) a record  is to be taken for the  purpose  of such  dividend,
distribution,   or  rights,   or  (B)  such   reclassification   reorganization,
consolidation,  merger, conveyance, lease, dissolution,  liquidation, or winding
up is to take  place  and the  date,  if any,  is to be  fixed,  as of which the
holders of common stock of record shall be entitled to exchange their shares for
securities   or  other   property   deliverable   upon  such   reclassification,
reorganization,  consolidation, merger, conveyance, dissolution, liquidation, or
winding up.

     (g)   RECLASSIFICATION,   REORGANIZATION   OR   MERGER.   In  case  of  any
reclassification,  capital reorganization, or other change of outstanding shares
of common  stock of the Company  (other than a change in par value,  or from par
value to no par value,  or from no par value to par value,  or as a result of an
issuance  of  common  stock by way of  dividend  or other  distribution  or of a
subdivision or  combination),  or in case of any  consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary,
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization,  or other  change of
outstanding  shares of common stock of the class  issuable upon exercise of this
Warrant),  or in case of any sale or  conveyance to another  corporation  of the
property  of the Company as an entirety or  substantially  as an  entirety,  the
Company shall cause effective provision to be made so that the Holder shall have
the right  thereafter,  by  exercising  this  Warrant,  to purchase the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification;   capital  reorganization;  or  other  change,  consolidation,
merger,  sale,  or  conveyance as may be issued or payable with respect to or in
exchange  for the number of shares of common  stock of the  Company  theretofore
purchasable upon the exercise of this Warrant had such recapitalization; capital
reorganization;  or other change, consolidation,  merger, sale or conveyance not
taken place. Any such provisions shall include  provision for adjustments  which
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this  Warrant.  The  foregoing  provisions  of  this  Section  (i)  shall
similarly  apply  to  successive  reclassifications;   capital  reorganizations;
changes of shares of common stock,  and to successive  consolidations,  mergers,
sales, or conveyances.

                                       3
<PAGE>
     (h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

     (1) This  Warrant and the  Warrant  Stock or any other  security  issued or
issuable  upon  exercise  of this  Warrant  may  not be  sold,  transferred,  or
otherwise  disposed of except to a person who, in the opinion of counsel for the
Company,  is a person to whom this Warrant and such Warrant Stock may legally be
transferred  pursuant to Section (d) hereof without registration and without the
delivery of a current  Prospectus  under the Act with  respect  thereto and then
only  against  receipt  of an  agreement  of such  person  to  comply  with  the
provisions  of this Section (h) with respect to any resale or other  disposition
of such securities.

     The Company may cause the following legend,  or one similar thereto,  to be
set forth on each certificate  representing Warrant Stock and any other security
issued or issuable upon exercise of this Warrant not theretofore  distributed to
the  public or sold to  underwriters  for  distribution  to the  public,  unless
counsel for the Company is of the opinion as to any such  certificate  that such
legend is unnecessary.

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE OFFERED FOR
         SALE,  SOLD OR OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  MADE  UNDER  THE  SECURITIES  ACT OF 1933 (THE
         "ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT THE
         AVAILABILITY  OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
         COMPANY.

     (i) REGISTRATION OF COMMON STOCK. All Common Stock issued hereunder will be
registered with the U.S.  Securities Exchange Commission "(SEC") as provided for
in the Funding Agreement.

     All the covenants and provisions of this Warrant and the Funding  Agreement
by or for the benefit of the Company or the Holders  shall bind and inure to the
benefit of their respective successors and assigns hereunder.

     This Warrant shall be governed by and construed in accordance with the laws
of the State of Arizona.


Dated
     -------------------

ATTEST:                                     SC&T INTERNATIONAL, INC.


-----------------------------------         ------------------------------------
_________________, Secretary                James L. Copeland, President

(Corporate Seal)

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