SC 14F1, 1999-05-05
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                  THE NETWORK CONNECTION, INC.
                     To the Shareholders of
                  THE NETWORK CONNECTION, INC.:
     NOTICE  IS HEREBY GIVEN that pursuant to the terms  of  that
certain  Asset Purchase and Sale Agreement, dated April 30,  1999
(the  "Agreement"), by and between The Network  Connection,  Inc.
(the   "Company")  and  Interactive  Flight  Technologies,   Inc.
("IFT"), upon consummation of the Agreement certain persons  will
be  designated  as  members  of the Board  of  Directors  of  the
Company, without election by the stockholders of the Company at a
duly called meeting of Company stockholders, which designees will
constitute  a majority of the members of the Company's  Board  of
Directors.   The  Agreement  is intended  to  be  consummated  on
May 15, 1999 (the "Closing Date").

     Upon  consummation of the Agreement, the Company will  issue
to  IFT a combination of shares of common stock, $.001 par  value
(the  "Common  Stock"), and shares of a newly  created  Series  D
Convertible Preferred Stock (the "Preferred Stock") which at  the
time  of  closing, assuming conversion of the Preferred Stock  to
Common Stock, will equal 60% of the shares of Common Stock to  be
outstanding  on  the  Closing Date.   In  consideration  for  the
issuance  of  such  shares  to  IFT,  the  Company  will   obtain
$5,000,000  in  cash  and  all of IFT's  assets  related  to  its
interactive  entertainment device business,  along  with  certain
liabilities  related to the assets transferred.  At  the  present
time IFT owns no voting securities of the Company.

     Following consummation of the Agreement, the Company's Board
of  Directors  will be constituted as follows:  Irwin  L.  Gross,
Wilbur Riner, Sr., Morris C. Aaron and Dr. Frank E. Gomer.   Only
Mr.  Riner  is  presently  a member of  the  Company's  Board  of
Directors,  allowing new Board members Messrs. Gross,  Aaron  and
Gomer  (the  "New  Directors") to constitute a  majority  of  the
Company's Board of Directors.  In addition, following the Closing
Date  IFT will have the right to designate two additional persons
to  the Board of Directors and the Company will have the right to
designate  one additional person to the Board of Directors,  none
of  which  additional designees will be employees of  either  the
Company or IFT.

     At  the  close  of  business on April 30, 1999,  there  were
outstanding  5,278,737 shares of Common Stock, which  constituted
all  of  the  issued  and outstanding voting  securities  of  the

     None  of the New Directors owns any shares of Common  Stock.
However, all of the New Directors are directors and/or members of
senior  management of IFT.  In addition to the shares  of  Common
Stock  and  Preferred Stock to be acquired by IFT on the  Closing
Date, IFT currently also owns:  (i) 1,500 shares of the Company's
Series  B  8%  Convertible Preferred Stock ("Series  B  Preferred
Stock"),  all of which Series B Preferred Stock held  by  IFT  is
convertible  into  a maximum of 820,000 shares  of  Common  Stock
absent  shareholder approval of an increase in  that  number  and
(ii)  800  shares  of  the  Company's  Series  C  8%  Convertible
Preferred Stock ("Series C Preferred Stock"), all of which Series
C Preferred Stock held by to IFT is convertible into a maximum of
1,055,745  shares of Common Stock absent shareholder approval  an
increase in that number.

     Upon  consummation  of  the  Agreement,  each  of  the   New
Directors shall also become an executive officer of the  Company:
Mr.  Gross shall become Chairman of the Board of the Company, and
Messrs.  Aaron  and  Gomer shall each become  an  Executive  Vice
President of the Company.  Although each of the New Directors  is
expected   to   receive   compensation  from   the   Company   in
consideration for their performance of executive officer  duties,
the terms of that compensation have as yet not been determined.

     The  following table sets forth information with respect  to
the New Directors as of April 30, 1999:

     IRWIN  L.  GROSS,  55,  is the Chief Executive  Officer  and
Chairman  of the Board of Directors of IFT.  He is a  founder  of
ICC  Technologies, Inc., a publicly held company  listed  on  the
NASDAQ  National Market, which is currently engaged  in  internet
related  technology, and was the chairman and  a  director  since
ICC's inception in May 1984.  Since 1988, ICC has been engaged in
the  design,  manufacturing and marketing of  innovative  climate
control  systems.  Mr. Gross retired from that  company  in  July
1998  to  pursue  an array of investment strategies.   Mr.  Gross
currently  is a shareholder in ICC.  In addition, Mr.  Gross  had
served  as the chief executive office of Engelhard/ICC,  a  joint
venture  between  ICC and Engelhard which was  the  successor  to
ICC's  business  and  which  ICC  Technologies,  Inc.  from   its
formation in February 1994 to its restructuring in February 1998,
was a fifty percent (50%) parent with Engelhard Corporation.   In
February 1998 Engelhard/ICC was restructured.  In April 1998, ICC
acquired by merger Rare Medium, Inc. which is an Internet service
provider.   Mr. Gross was also a founder of Interdigital  Company
(AMEX)  and  served  as a director and executive  vice  president
until  April  1984.   Mr. Gross has served as  a  consultant  to,
investor  in and director of, numerous publicly held and  private
companies.   Mr. Gross also serves on the board of  directors  of
several  charitable organizations.  Mr. Gross has a  Bachelor  of
Science  degree in Accounting from Temple University and a  Juris
Doctor degree from Villanova University.

     MORRIS C. AARON, 34, is a Vice President and Chief Financial
Officer  of IFT.  Mr. Aaron joined IFT in September 1998.  Before
joining  IFT, from January 1996 to September 1998, he  was  Chief
Financial  Officer and Treasurer of Employee Solutions,  Inc.,  a
professional employer organization. Prior to his joining Employee
Solutions,  Inc.,  Mr.  Aaron was a Senior  Manager  with  Arthur
Andersen LLC.

     DR.  FRANK E. GOMER, 51, , is presently the President of the
Interactive   Entertainment  Division   of   Interactive   Flight
Technologies  (IFT).    He formerly was  the  Vice  President  of
Engineering and Operations at IFT.  Prior to joining IFT in 1997,
Dr.  Gomer  was  responsible for all electronic  display  systems
developed  and  manufactured by Honeywell Air  Transport  Systems
Division.   From  1986  to  1997, he  held  a  series  of  senior
engineering  and  program management positions within  Honeywell.
Dr.  Gomer  has a Bachelor of Arts degree from Colgate University
and  a Doctor of Philosophy degree from Washington University  in
St. Louis.

Compensation of Directors

     Directors  who  are  employees of  the  Company  receive  no
remuneration  for  their  service as directors  of  the  Company.
Pursuant to the Company's 1995 Stock Option Plan for Non-Employee
Directors  (the "Formula Plan"), directors who are not  employees
of  the  Company  receive for their services, on the  date  first
elected  as  a  member  of  the Board  and  on  each  anniversary
thereafter  if they continue to serve on the Board of  Directors,
an  automatically granted option to acquire 1,000 shares  of  the
Company's  common stock at its fair market value on the  date  of
grant;  such  options  become exercisable  in  two  equal  annual
installments if the individual continues at that time to serve as
a  director,  and  once exercisable remain  so  until  the  fifth
anniversary  of  the  date  of  grant.  The  Company   reimburses
directors  for travel and lodging expenses, if any, in connection
with attendance at Board meetings.  To the extent that any of the
New  Directors do not become employees of the Company, they  will
be entitled to receive options under the Formula Plan.

     We hope this information concerning the change of control of
the  Company,  and a change in the composition of  the  Company's
Board of Directors, is informative.

                              Wilbur Riner, Sr.,

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