Exhibit 4.3

                       Associates Fundings Group, Inc.
                          17300 N. Dallas Parkway
                               Suite 2040
                          Dallas, Texas 75248
                             (972) 381-1212
                           Fax (972) 381-1211


 December 27, 1999

 Board of Directors
 ESPO'S Inc.
 17300 N. Dallas Parkway
 Suite 2040
 Dallas, TX  75248


 Gentlemen:

 The purpose of  this letter  is to evidence  our Agreement  with respect  to
 issuance of a series of preferred stock by ESPO's Inc. to replace the Series
 A Preferred Stock issued by Performance Interconnect Corp. ("PI Series A").

 Our Agreement is as follows:

      1.   ESPO's  Inc. will amend its  Corporate Charter to permit  issuance
           of preferred stock.

      2.   Immediately  upon  amendment  of the  charter,  ESPO's  Inc.  will
           approve  of  the  following  issue  of  preferred  stock  ("ESPO's
           Preferred")

           a.    Par value shall be $10 per share
           b.    Redemption value shall be $1000 per share
           c.    Cumulative dividends, payable monthly, of 8 % per year of
                 the redemption value in the first year, 10% per year in the
                 second year, 12% per year in the third year, and 14% per
                 year in the fourth year, and 16% per year thereafter.
           d.    Collateral shall be given on all assets of ESPO's Inc.

      3.   The  holders of  PI  Series A,  consisting  of 2,452  shares  plus
           rights to accrued dividends, shall exchange all their PI Series  A
           rights for 3,000 shares of ESPO's Preferred.  The shares shall  be
           issued as follows:


           CMLP Group Ltd.                         1,770 shares
           Winterstone Management Inc.             1,230 shares
                                                   -----
                                                   3,000 Shares

<PAGE>

 Board of Directors
 ESPO's Inc.

 December 27, 1999

 Page 2


      4.   The holders of the  ESPO's Preferred Shares  shall have  the right
           to be issued warrants that,  if exercised,  would prevent dilution
           in the common stock ownership  percentage of  the ESPO's Preferred
           shareholders and their affiliates.  The warrants  would be  issued
           on terms matching those of any issuance of stock or  warrants  and
           would extend five years beyond the  redemption date of the  ESPO's
           Preferred.

      5.   This Agreement shall be  effective  December 31, 1999 and shall be
           given effect as of that date  without regard to the actual date of
           the Amendment to the Charter of ESPO's Inc.


 Sincerely,

 /s/
 D. Ronald Allen, President


 AGREED AND ACCEPTED:
 ESPO's Inc.                         BC&Q Corp.

 /s/                                 /s/
 --------------------------          --------------------------
 D. Ronald Allen, President          D. Ronald Allen, President


 Winterstone Management Inc.         Touchstone Enterprises Inc.

 /s/                                 /s/
 --------------------------          --------------------------
 D. Ronald Allen, President          D. Ronald Allen, President


 CMLP Group Ltd.

 /s/
 --------------------------
 D. Ronald Allen, President,
 General Partner
 Associates Funding Group Inc.