ADVANCE FUNDING AND RELEASE AGREEMENT

         This  Agreement  is  deemed  to have  been  made  and  entered  into at
Scottsdale,  Maricopa  County,  Arizona on ______day of ________,  1999,  by and
among SC&T  International,  Inc.  an Arizona  corporation  ("SC&T"),  having its
principal  place of  business  at 7625 East  Redfield  Road,  #200,  Scottsdale,
Arizona  85260,  James L.  Copland,  a  resident  of  Maricopa  County,  Arizona
("Copland");  and Maslo Fund,  Ltd., a  corporation  ("Maslo"),  Star High Yield
Management Fund, ("Star") and Leib Stein; ("Stein"). Maslo, Star and Stein shall
be hereinafter collectively refereed to as the "Investors".

                                    RECITALS

         The Investors and SC&T have had prior business dealings,  as the result
of which SC&T has agreed to issue and deliver to Investors an aggregate of Three
Hundred  Thousand  (300,000)  shares of SC&T  Common  Stock,  par value $.01 per
share,  CUSIP No.  783975.105  ("First  Shares").  To the extent supported by an
opinion of counsel (a dully licensed  member of the New York Bar) to be provided
by the Investors,  all of the  Certificates  issued as the First Shares shall be
dated as of November 20,  1997,  being the date that said First Shares were paid
for in full, otherwise the First Shares shall be dated currently.

         The Investors are desirous of purchasing in the aggregate an additional
Six Hundred Thousand (600,000) shares of SC&T's Common Stock, par value $.01 per
share (the  "Second  Shares"),  for a total cash  consideration  of Five Hundred
Thousand  Dollars  ($500,000)  to be paid in  cash  or cash  equivalents  at the
Closing hereinafter defined.

         The First Shares and the Second Shares shall collectively be called the
"Total  Shares",  and the Total  Shares  shall be issued  and  delivered  to the
Investors as "restricted  securities"  subject to Rule 144, under the Securities
Act of 1993, each investor to receive respectively  one-third (1/3) of the First
Shares and one-third (1/3) of the Second Shares in separate  certificates in the
names respectively of each of the Investors in the amounts indicated below.

         SC&T  warrants  that it will  promptly file its next required Form 10-K
with the Securities and Exchange  Commission ("SEC") in a timely manner pursuant
to the  Securities  Exchange Act of 1934,  and that on or before  September  30,
1999, SC&T will file an appropriate  registration statement with the SEC thereby
registering  for sale to the  public  all of said  Total  Shares  offered by the
Investors  as the  "Selling  Shareholders,"  all at the sole cost and expense of
SC&T,  except  that  the  Selling   Shareholders   shall  pay  normal  brokerage
commissions incident to the sale of said Total Shares.

         To guarantee  the  issuance,  delivery and timely  registration  of the
Total  Shares with the SEC,  and the filling of  appropriate  documents to "blue
sky" all of the Total  Shares  with not to exceed ten (10) states to be chose by
the Investors,  including without  limitation,  California,  New York,  Arizona,
Illinois and Texas,  James  Copland,  as General  Partner of Leslie  investments
Limited Partnership, an Arizona Limited Partnership,  (the "LP") shall cause the
LP to deliver to Arizona Escrow and Financial Corporation,  Phoenix, Arizona, as
the duly appointed Escrow Holder, Certificate No. 721, issued in the name of the
LP, representing  Fourteen Million Nine Hundred and Forty Thousand  (14,940,000)
Shares  of SC&T  Common  Stock  (the  "Copland  Shares"),  together  with a duly
<PAGE>
executed  Stock Power  Separate  from  Certificate  executed by the said General
Partner with  signature  duly  "Guaranteed"  by a Bank of Member of the New York
Stock  Exchange,  together with the Irrevocable  Letter of  Instructions  dually
signed by Copland as the General  Partner of said LP and as President of SC&T in
the form attached hereto as Exhibit "A".

         Each of the Investors  expressly warrants that he or it respectively is
an "accredited investor" as that term is defined in Rule 144.

         Upon  the  due  execution  of  this  Agreement  by  all  parties  whose
signatures  appear below, it is the desire of the parties to settle all of their
various claim  against the other arising out of or in connection  with all prior
business  dealings and transactions and more  particularly the purchase and sale
and issuance off SC&T Shares of Common Stock.

         This  Agreement  shall be effective  ("Effective  Date") as of the date
indicated  beside the last signature of the parties hereto,  as and when affixed
below.

         I. Each of the Investors  represents that he or it, directly or through
counsel  has  conducted   independent  due  diligence,   and  has  received  all
appropriate information from SC&T prior to making this investment, including the
most recent  annual and quarterly  reports,  and has had an  opportunity  to ask
additional  questions and has had all  questions  answered by SC&T to the extent
information is available to SC&T to answer said questions.  Investors understand
that the  securities  to be issued  hereunder  are to be issued  pursuant  to an
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933 and accordingly they will be "restricted securities" until registered.

         Now therefore in consideration of the mutual promise of the parties and
other valuable consideration it is agreed as follows:

         1. RECITALS.  All the above Recitals are acknowledged by all parties as
being true and correct and are hereby incorporated into this Agreement.

         2. RELEASE.  In consideration  for the promises made in this Agreement,
SC&T,  for and on behalf of itself,  its officers and directors  ("SC&T et al"),
hereby  fully and  forever  releases  and  discharges  the  Investors,  an their
respective  officers,   directors,   and  personal  representatives  as  may  be
applicable  ("Investors  et al") and the Investors et al,  jointly and severally
hereby  fully and  forever  release  and  discharge  SC&T et al from any and all
claims,  demands,  actions,  causes  of  action,  obligations,  costs,  expenses
damages,  losses, and liabilities of whatever kind or nature, whether arising of
law, in equity or otherwise,  whether  known or unknown,  which either party now
has or may have  against  any other  party.  This  release  shall  extend to and
include any claims on the part of any person or entity that  becomes a signatory
to this Agreement.

         3. CONSIDERATION

          (a) In  exchange  and in  consideration  for the  Total  Shares  to be
delivered to the Investors, and subsequently registered,  the issuance of Common
Stock  Purchase  Warrants  and the mutual  release of the  parties  hereto,  the
Investors  jointly  shall  wire to SC&T at BNF Bank,  Bank of  America,  account
number 235576266, ABA number 0122101706,  Phoenix, Arizona, attention:  Vallerie
Hamilton  (602) 257-0001, the sum of Five Hundred Thousand Dollars ($500,000) in

                                       2
<PAGE>
cash or cash equivalents within twenty-four (24) hours after this Agreement, the
Copland  letter  with  Instructions  to  the  Transfer  Agent,  and  the  Escrow
Instructions  in the form of attached  hereto as Exhibit "B" have been signed by
all  parties,  and the Copland  Shares have been  delivered  in good form to the
Escrow  Holder   together  with  a  duly  executed  Stock  Power  Separate  from
Certificate,  and in this  connection the said Stock Power,  in good form,  with
signature "Guaranteed" shall be sent by Copland (from San Francisco, California)
by facsimile  transmission  and the original  thereof shall be hand delivered to
attorney Jeff Weiss on or before 12:00  o'clock noon (Phoenix  time) on Tuesday,
April 20 or 27,  1999,  and failure to do so will  result in a material  default
under  this  Agreement,  and the  Copland  Shares  shall be  transferred  to the
Investors pursuant to this Agreement and the Escrow Instructions.

         As  additional  consideration  to Investors for the purchase of shares,
SC&T does hereby grant to  Investors  an  aggregate  of One Million  (1,000,000)
Common  Stock  Purchase   Warrants,   enabling  them  to  purchase  One  Million
(1,000,000)  Shares of SC&T's Common Stock (the "Warrants") as follows:  (i) Six
Hundred Thousand (600,000) Warrants are exercisable within 30 days from the date
of this agreement at an exercise price of $1.50 per share;  and (ii) Two Hundred
Thousand  (200,000)  Warrants are exercisable within 60 days of the date of this
Agreement  at an  exercise  price of $3.00 per  share,  and  (iii)  Two  Hundred
Thousand  (200,000) Warrants are exercisable within 120 days of the date of this
Agreement at an exercise  price of $5.00 per share.  Warrants not exercised will
expire on the last day of the applicable  exercise period.  All shares purchased
upon exercise of the outstanding  Warrants will be registered  together with the
Total Shares herinabove  described on the same terms and conditions described in
Recital D above with respect to the Total Shares.

         Pursuant to the  foregoing  Paragraph A of the  Recitals,  on or before
thirty (30) days after the Effective  Date,  SC&T will issue and deliver to Jeff
Weiss, 4204 North Brown, Scottsdale,  Arizona 85251, three (3) SC&T Common Stock
Certificates in the respective names of Maslo,  Star and Leib, each representing
100,000 shares of SC&T Common Stock, each, to the extent supported by an opinion
of counsel by the Investors, bearing an issuance date of November 20, 1997.

         Pursuant to the  foregoing  Paragraph B of the  Recitals,  on or before
thirty (30) days after the Effective  Date,  SC&T will issue and deliver to Jeff
Weiss, 4204 North Brown, Scottsdale,  Arizona 85251, three (3) SC&T Common Stock
Certificates in the respective names of Maslo,  Star and Leib, each representing
200,000 shares of SC&T Common Stock, each bearing a current date of issuance.

         All of said  Total  Shares  an all of said  Warrants  when  issued  and
delivered  to the  Investors,  shall  have  been  lawfully  issued  pursuant  to
appropriate  resolutions  of the Board of  Directors of SC&T,  fully paid,  non-
assessable except for the Warrant exercise price, and the Shares and Warrants as
well as shares to be issued  upon  exercise  of  Warrants  shall be  "restricted
securities" subject to Rule 144 under the Securities Act of 1933.

         All of the Total Shares issued under this Agreement shall be issued and
delivered post any intended reverse split by SC&T, an shall not be diminished in
number by any reverse stock split actually  effected by SC&T whether prior to or
following  the  Execution  of this  Agreement  in that  SC&T has  disclosed  its
intention  to effect a 1:18  reverse  split  prior to or  immediately  after the
Closing of this transaction.  It is the express intention of the parties to this

                                       3
<PAGE>
Agreement  that  Investors will receive an aggregate of 900,000 shares (as Total
Shares) of the post split issued and  outstanding  of SC&T Common  Stock,  based
upon the foregoing representations.

         Until and unless each of the Investors  has divested  itself or himself
(by sale or  otherwise)  of all of the Common  Stock issued to each of them as a
part of the Total Shares  and/or all of the shares  issued to them upon exercise
of their  Warrants,  all of which have been issued  pursuant to this  Agreement,
SC&T shall  refrain from making any private or public sales of its Common Stock,
at a price less than Ninety  Cents ($.90) per share  except in  compliance  with
subparagraph  3(h) below. This restriction shall not exceed beyond this ________
day of ___________, ____.

         In the event that SC&T shall violate the  provisions of  subparagraph 3
(f) above, then SC&T shall issue and deliver to the Investors, additional shares
of SC&T Common  Stock  adhering to the  following  formula:  (i) the  difference
between the  selling  price of SC&T  shares  sold by SC&T in  violation  of this
Agreement  and the sum of $.90 per shall  first be  calculated;  (ii) the amount
found to be the  difference  shall be multiplied by the number of shares sold in
violation  of  this  Agreement  and  shall  be  expressed  as  a  dollar  amount
("Differential");  (iii) the average bid price for SC&T Common  Stock  quoted on
any  national  quotation  service or OTC or  Bulletin  Board  (whichever  may be
applicable)  for the ten trading days prior to the date of the sale of shares in
violation  of  this  agreement  shall  be  calculated  ("AVP");  and,  (iv)  the
Differential  shall be divided by the AVP to calculate the number of SC&T shares
to be  promptly  delivered  to the  Investors,  all of  which  shares  shall  be
"restricted  securities"  subject to Rule 144,  and all of said shares  shall be
likewise registered together with the Total Shares pursuant to Recital D above.

COPLAND SHARES

         Pursuant  to the  Escrow  Instructions,  in the form  attached  to this
Agreement,  Arizona Escrow & Financial Corporation,  Phoenix, Arizona, is hereby
appointed  Escrow  Holder,  subject to its  written  Acceptance,  and all of the
Copland  Shares shall be delivered to said Escrow Holder at the time of Closing.
If Arizona Escrow shall refuse to act  hereunder,  then Jeff Weiss and Greg Good
are hereby  empowered and authorized and directed to choose a mutually  suitable
Escrow Holder.

         The  Copland  Shares are being  delivered  to the Escrow  Holder (i) to
ensure the issuance  and  delivery of the Total Shares to Investors  pursuant to
this Agreement; (ii) to further ensure that the Total Shares are duly registered
pursuant to this  Agreement;  and, (iii) to further ensure that the Warrants are
issued and delivered, and the SC&T shares issued thereunder upon exercise of the
Warrants are likewise duly registered pursuant to this Agreement.

         In the event that SC&T shall fail or refuse to fully perform any of its
obligations  pursuant to this Agreement,  Copland Shares shall be transferred to
the Investors without diminishing the Investor's lawful right to proceed against
any or all-defaulting parties.

         The written  Instructions from Copland to the Transfer Agent,  pursuant
to  this  Agreement,  shall  be  self-executing  an  shall  require  no  further
authorizations or consents from Copland and SC&T.

                                       4
<PAGE>
         Both SC&T and Copland, expressly warrant that neither of them will take
any action to interfere  with or delay the Transfer Agent from issuing the Total
Shares to the Investors  pursuant to this Agreement,  and both SC&T and Copland,
expressly  agree  that  the  Investors  may  apply  to any  court  of  competent
jurisdiction for relief including an injunction to restrain SC&T and Copland, or
either of them,  from  taking any action to  restrain  the  Transfer  Agent from
issuing and delivering the Total Shares to the Investors as provided for in this
Agreement,  and SC&T and Copland both  acknowledge and agree that the damages to
the Investors will be difficult to ascertain,  and injunction shall therefore be
a proper remedy without the requirement of providing a bond therefore.

         An and when  Investors have received all of the Total Shares and all of
the Warrants,  and if said Warrants are exercised,  all of the SC&T shares to be
issued thereunder,  (whether received from SC&T or from the Copland Shares), and
when  all  such  shares  have  been  duly  registered  with  the SEC  and  under
appropriate  blue sky laws,  then  Investors  shall  have no  further  rights to
receive any further SC&T shares or any rights or other consideration arising out
of or in connection with this Agreement.

         Subject  to the  provisions  of the  Escrow  Instructions,  none of the
items/documents/securities  delivered to the Escrow  Holder shall be released or
redelivered  to  Copland  and/or  SC&T  except in  conformance  with the  Escrow
Instructions, and in no event until the Investors have received the Total Shares
and Common Stock Purchase Warrants to which they are entitled.

         5.  AUTHORITY.  Each  of the  parties  where  signatures  appear  below
represents  and  warrants  it or they have full  power to make the  release  and
agreements contained herein.

         6. HEIRS AND ASSIGNS. This compromise and release is binding on and for
the benefit of the parties  hereto and as may be  applicable,  their  respective
officers, directors, agents, employees, members, shareholders,  representatives,
affiliates, heirs or personal representatives.

         7.  LEGAL  REPRESENTATION.  The  parties  enter  into  this  negotiated
Agreement freely and voluntarily with full and complete knowledge of the meaning
and  legal  significance  of the  terms  of  this  Agreement  and  have  had the
opportunity to discuss,  and did discuss,  each provision of this Agreement with
independent  legal  counsel an the terms are fully  understood  and  voluntarily
accepted by each of them.

                                 MISCELLANEOUS

         Except to the extent  inconsistent  with the  express  language  of the
foregoing  provisions of this Agreement,  the following  provisions shall govern
the interpretation, application, construction and enforcement of this Agreement:

         SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   All  representations
warranties  contained in this Agreement are true in all material respects on and
as of the date so made,  will be true in all material  respects on and as of the
date on which the transaction  contemplated  hereby is closed,  and will survive
such closing regardless of any investigations made by or on behalf of any party.

                                       5
<PAGE>
         NOTICES.  Any  notice to any party  under  this  Agreement  shall be in
writing, shall be effective on the earlier or (i) the date when received by such
party, or (ii) the date which is three days after mailing,  postage prepaid,  by
certified or registered mail, return receipt  requested,  to the address of such
party set forth as follows:

                           To:      SC&T International, Inc.
                                    7625 E. Redfield Road #200
                                    Scottsdale, Arizona 85260

                           To:      Maslo Fund, Ltd.

                                    ----------------------------

                                    ----------------------------

                           To:      Star High Yeild Management Fund

                                    ----------------------------

                                    ----------------------------

                           To:      Leib Stein
                                    ----------------------------

                                    ----------------------------

         And if to Maslo, Star or Leib with a copy to:

                                    Jeff Weiss, Esq.
                                    4204 North Brown
                                    Scottsdale, Arizona 85251

                           To:      Copland
                                    ----------------------------

                                    ----------------------------

         SEVERABILITY.  If any  provision of this  Agreement is declared void or
unenforcable,  such provision shall be deemed severed from this Agreement, which
shall  otherwise  remain in full force and effect.  The terms and  conditions of
this Agreement shall not be more harshly construed against the party who drafted
same.

         ADDITIONAL ACTS AND DOCUMENTS.  Each party hereto agrees to do all such
things and take all such  actions,  and to make,  execute and deliver such other
documents  and  instruments  as shall be  reasonably  required  to carry out the
provisions, intent and purpose of this Agreement.

         AUTHORITY.  Each of the parties hereto  represents and warrants to each
other that this Agreement has been duly authorized by all necessary action, that
this Agreement constitutes and will constitute a binding obligation of each such
party,  and  that  this  Agreement  has  been  (and  each  instrument  delivered
hereunder,  when so  delivered,  will have been) duly and  validly  executed  on
behalf of such party.

                                       6
<PAGE>
          f)  ATTORNEY'S  FEES.  In the event suit is brought or any attorney is
retained by any party to this  Agreement to enforce the terms of this  Agreement
or to collect any monies due  hereunder,  or to collect money damages for breach
hereof,  the prevailing  party shall be entitled to recover,  in addition to any
other remedy,  reimbursement for reasonable  attorney's fees, court costs, costs
of investigation and other related expenses incurred in connection therewith.

         g) SUCCESSORS  AND ASSIGNS.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto,  and their respective  successors in
interest and assigns and personal representatives, as may be applicable.

         h)  COUNTERPARTS.  This  Agreement  may be  executed  in any  number of
counterparts:  all such  counterparts  shall be deemed to constitute one and the
same  instrument,  and each of said  counterparts  shall be deemed  an  original
hereof.  Further,  a  facsimile  ("fax")  signature  shall be as  binding  as an
original if the original is promptly delivered.

         i) TIME.  Time is of the essence of this  Agreement  and each and every
provision hereof.  Any extension of time granted for the performance of any duty
under  this  Agreement  shall not be  considered  an  extension  of time for the
performance of any other duty under this Agreement.

         j) WAIVER. Failure of any party to exercise any right or option arising
out of  breach  of this  Agreement  shall not be deemed a waiver of any right or
option with respect to any subsequent or different breach, or the continuance of
nay existing breach.

         k) GOVERNING LAW. This Agreement  shall be governed by, the laws of the
State of Arizona.  Each party hereby  expressly and irrevocably  consents to the
jurisdiction  of the Arizona courts,  and any action  hereunder may be commenced
and tried only in a court of competent  jurisdiction located in Maricopa County,
Arizona.

         l) PRIOR  REPRESENTATIONS.  This Agreement  represents and contains the
entire  Agreement and an  understanding  between the parties with respect to the
subject  matter of this  Agreement,  and  supercedes  any and all prior  oral or
written agreements or understandings.  No representation,  warranty,  condition,
understanding or agreement of any kind with respect to this subject matter shall
be relied upon by the parties unless incorporated herein.

         m) FORCE MAJEURE. In the event that circumstances beyond the control of
the parties hereto cause one party or the other to become unable to execute some
or all of its  obligations  hereunder,  that party  shall be  excused  from said
obligations for only such time as is necessary to cure the force majeure.

         n) USE OF  FUNDS.  SC&T  has  expressly  represented  that  none of the
$500,000  paid by the  Investors  shall  be used to pay  executive  salaries  or
expenses of SC&T's  officers or  employees,  except for the usual and  customary
payments  heretofore  recorded according to SC&T's financial  statements and its
book and records.

                                       7
<PAGE>
         o)  INDEMNIFICATION.  SC&T and Copland,  jointly and severally agree to
indemnify  and hold  harmless the  Investors,  jointly and  severally,  from and
against all third party  claims  arising  out of and or in  connection  with the
issuance by SC&T of securities to the Investors pursuant to this Agreement,  and
from all damages incurred by the Investors including,  without limitation, their
reasonable attorney's fees to defend against all such claims and actions, unless
such claims and damages were caused by the Investors unlawful acts or failure to
act.

         p) GRACE PERIOD. No default or breach hereunder shall become actionable
in court, under the Escrow Instructions,  or in any way unless the non-breaching
party gives written notice of the breach and an opportunity to cure for at least
10 days to designate names and addresses in Paragraph 8 (b) above.


                                          SC&T INTERNATIONAL, INC.

DATED:                                    By:
      --------------------------             -------------------------------
                                                                      (Title)

                                          INVESTORS:


                                          MASLO FUND, LTD.

DATED:                                    By:
      --------------------------             -------------------------------
                                                                      (Title)


                                          STAR HIGH YIELD MANAGEMENT
                                          FUND, LTD.


DATED:                                    By:
      --------------------------             -------------------------------
                                                                      (Title)