Exhibit 4.5


 THIS WARRANT  HAS NOT BEEN REGISTERED UNDER THE  SECURITIES ACT OF 1933,  AS
 AMENDED  ("THE ACT"), OR  THE SECURITIES LAWS  OF ANY STATE  AND MAY NOT  BE
 SOLD,  TRANSFERRED; ASSIGNED OR  OTHERWISE DISPOSED OF  UNLESS THIS  WARRANT
 SHALL  HAVE  BEEN  REGISTERED  UNDER  THE  ACT  AND  ANY  APPLICABLE   STATE
 SECURITIES  LAWS  OR  OF   THIS  OR  SUCH  SALE,  TRANSFER,  ASSIGNMENT   OR
 DISPOSITION WILL NOT INVOLVE  ANY VIOLATION OF THE REGISTRATION PRO  VISIONS
 OF THE ACT OR OF ANY APPLICABLE STATE SECURITIES LAW.

                        PERFORMANCE INTERCONNECT CORP.
                            (a Texas corporation)


     Warrant for the purchase of securities of Performance Interconnect Corp.

      VOID AFTER 5:00 P.M., EASTERN TIME, ON OCTOBER 22, 2002.

      FOR  VALUE   RECEIVED,   Performance  Interconnect   Corp.,   a   Texas
      corporation (the "Company"),  hereby grants  to USA  Funding, Inc.,  or
      its assigns (the  "Holder"), the right,  subject to  the provisions  of
      this Warrant,  to purchase  from the  Company at  any time  during  the
      period commencing  on  the  date hereof  and  expiring  at  5:00  p.m.,
      Eastern Time, on  October 22, 2002  (the "Expiration Date"),  4,000,000
      fully paid and  nonassessable shares  of the  Company's authorized  but
      unissued  Common  Stock  (as  hereinafter  defined)  at  a  price  (the
      "Exercise Price")  of $0.50  per  share (such  Exercise Price  and  the
      number of shares  of Common Stock  purchasable hereunder being  subject
      to adjustment as provided herein).

           The term "Common  Stock" means the  common stock  of the  Company,
      together with any  other equity securities  that may be  issued by  the
      Company in respect thereof or in substitution therefor.  The shares  of
      Common Stock deliverable or delivered  upon such exercise, as  adjusted
      from time to time, are hereinafter referred to as "Warrant Stock."

           Upon receipt by  the Company of  evidence reasonably  satisfactory
      to it of  the loss, theft,  destruction or mutilation  of this  Warrant
      certificate and  (in  the  case  of  loss,  theft  or  destruction)  of
      reasonably  satisfactory   indemnification  and   upon  surrender   and
      cancellation of  this Warrant  certificate, if  mutilated, the  Company
      shall execute and deliver a new Warrant of like tenor and date.

           1. Exercise of Warrant. This Warrant may be exercised, subject  to
      the requirements set forth below,  in whole or in  part at any time  or
      from time to time prior to  5:00 p.m., Central Time, on the  Expiration
      Date, or, if  such a  day is  a day  on which  banking institutions  in
      Dallas, Texas  are  authorized  by  law to  close,  then  on  the  next
      succeeding day  that shall  not  be such  a  day, by  presentation  and
      surrender of this Warrant certificate to  the Company at its  principal
      office, or at the office of its stock transfer agent, if any, with  the
      Warrant Exercise Form attached hereto duly executed and accompanied  by
      payment (either  in  cash  or by  certified  or  official  bank  check,
      payable to  the order  of  the Company)  of  the Exercise  Price.  Upon
      receipt by the Company of this  Warrant certificate, together with  the
      Exercise Price, at its office, or  by the stock transfer agent if  any,
<PAGE>
      of the  Company or  at its  offices,  in proper  form for  exercise  as
      described above, the Holder shall be deemed to be the holder of  record
      for the shares  of Common Stock  issuable upon such  exercise, even  if
      the stock  transfer  books of  the  Company  shall then  be  closed  or
      certificates representing such  shares of Common  Stock shall not  have
      been delivered  to  the  Holder.  The Holder  shall  pay  any  and  all
      documentary stamp  or  similar  issue  or  transfer  taxes  payable  in
      respect  of  the  issue  or  delivery  of  shares  of  Common  Stock on
      exercise  of this  Warrant The Company shall promptly thereafter  issue
      certificate(s) evidencing the Common Stock so purchased.

           2.   Reservation of  Shares.    The Company  shall  at  all  times
      reserve for issuance and delivery  upon exercise  of this  Warrant  all
      shares of Common Stock or other shares of capital stock of the  Company
      (and other securities) from time to  time receivable  upon exercise  of
      this Warrant.  All such  shares (and  other securities) shall  be  duly
      authorized and, when  issued  upon exercise, shall be  validly  issued,
      fully paid and nonassessable.

          3.   No  Fractional Shares Issued.   No fractional shares or  scrip
     representing fractional  shares shall  be issued  upon the  exercise  of
     this Warrant, but the  Company shall pay the  Holder an amount equal  to
     the Fair Value (as  hereinafter defined), on the  business day prior  to
     the exercise of this Warrant, of  such fractional share of Common  Stock
     in lieu of each fraction of  a share otherwise called for upon  exercise
     of this Warrant.

          4.   Transfer.

               (a)  Securities Law.   Neither  this Warrant  nor the  Warrant
     Stock issuable upon the  exercise hereof has  been registered under  the
     Securities Act  of 1933,  as amended  (the "Act"),  or under  any  state
     securities laws  and,  unless so  registered,  may not  be  transferred,
     sold,  pledged,  hypothecated  or   otherwise  disposed  of  unless   an
     exemption for  such  registration  is available.  In  the  event  Holder
     desires to transfer  this Warrant  or any  of the  Warrant Stock  issued
     upon the  exercise  hereof,  the Holder  must  give  the  Company  prior
     written notice of such proposed transfer including the name and  address
     of the proposed transferee.  Such transfer may be  made only either  (i)
     upon registration of the Warrants or  Warrant Stock pursuant to the  Act
     and applicable  state  securities laws,  (ii)  upon publication  by  the
     Securities and  Exchange  Commission  (the "Commission")  of  a  ruling,
     interpretation,  opinion  or  "no   action  letter"  based  upon   facts
     presented to the Commission, or (iii) upon receipt by the Company of  an
     opinion of counsel, reasonably satisfactory to the Company, in the  case
     of either (ii) or (iii), to  the effect that the proposed transfer  will
     not involve any violation of the  registration provisions of the Act  or
     of any applicable state securities laws.
<PAGE>
               (b)  Transfer.  Except as restricted hereby, this Warrant  and
     the Warrant Stock may be transferred by the Holder only in whole at  any
     time.  Upon surrender  of this Warrant certificate  to the Company  with
     the Assignment Form  annexed hereto duly  executed and funds  sufficient
     to pay any transfer tax, the Company shall, without charge, execute  and
     deliver a new Warrant certificate in  the name of the assignee named  in
     such instrument  of  assignment,  and  this  Warrant  certificate  shall
     promptly be canceled.   Any assignment, transfer, pledge,  hypothecation
     or  other  disposition  of  this  Warrant  attempted  contrary  to   the
     provisions of  this Warrant,  or any  levy of  execution, attachment  or
     other process attempted upon  this Warrant, shall be  null and void  and
     without effect.

               (c)   Rule 144A  The  Company will take, or  will cause to  be
     taken, such action  as the Holder  may reasonably request  from time  to
     time to  facilitate  any sale  or  disposition  by the  Holder  of  this
     Warrant or any Warrant Stock without  registration under the Act  and/or
     any applicable  state  securities laws  within  the limitations  of  the
     exemptions of  any rule  or  regulation thereunder,  including,  without
     limitation, Rule 144A under the Act.

         5.   Rights of Holder.  The  Holder shall not, by virtue hereof,  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
   this Warrant.

        6.   Anti-Dilution Provisions.

        6.1. Adjustment of Number of Shares Purchasable.  Upon any  amendment
   to the Company's articles  of incorporation changing the number of  shares
   of Common Stock  that the Company  is authorized to  issue, the number  of
   shares  of  Common Stock  purchasable  hereunder  automatically  shall  be
   adjusted to  an amount  (calculated to  the nearest  1/100th of  a  share)
   equal to  ten percent of  the number of  shares of Common  Stock that  the
   Company  is  then authorized  to  issue.  Prior  to  the  earlier  of  the
   Expiration Date  or the exercise  of this Warrant,  the Company shall  not
   amend its articles  of incorporation to authorize  the issuance of  shares
   of capital stock with rights and benefits substantially equivalent to  the
   Common Stock.

        6.2. Adjustment of Exercise Price.   Upon and in connection with  any
   adjustment in the number of shares of Common Stock purchasable  hereunder,
   the Exercise Price automatically  shall be adjusted to an amount  (rounded
   to  the  nearest  $0.01)  equal  to  the  quotient  obtained  by  dividing
   $2,000,000 by the number  of shares of Common Stock purchasable  hereunder
   after such adjustment.

        6.3. Certificates and Notices.

             (a)    Adjustments  to   Exercise  Price.     As   promptly   as
   practicable  (but in  any  event  not later  than  five  days)  after  the
   occurrence of any event requiring  any adjustment under this Section 6  to
   the Exercise  Price (or  to the  number  or kind  of securities  or  other
   property deliverable  upon  the exercise  of  this Warrant),  the  Company
   shall, at its expense, deliver to the Holder of this Warrant an  officer's
   certificate, setting forth in  reasonable detail the events requiring  the
   adjustment and  the method  by which  such adjustment  was calculated  and
   specifying the adjusted Exercise Price and the number of shares of  Common
   Stork purchasable  upon exercise of  this Warrant after  giving effect  to
   such adjustment.
<PAGE>
              (b) Extraordinary  Corporate  Events.    If  and  whenever  the
   Company  subsequent to  the  date hereof  shall  propose to  (i)  pay  any
   dividend to the  holders of shares of  Common Stock or  to make any  other
   distribution to the holders of shares of Common Stock (including,  without
   limitation, any  cash dividend), (ii)  offer to the  holders of shares  of
   Common Stock rights to subscribe for or purchase any additional shares  of
   any class  of stock  or any  other  rights or  options, (iii)  effect  any
   reclassification  of  the Common  Stock  (other  than  a  reclassification
   involving merely the subdivision  or combination of outstanding shares  of
   Common Stock), (iv)  engage in any  reorganization or recapitalization  or
   any consolidation or merger (other than a merger in which no  distribution
   of securities  or other property  is to be  made to holders  of shares  of
   Common Stock), (v) consummate  any sale, transfer or other disposition  of
   its property, assets and business or the property, assets and business  of
   any subsidiary  of  the Company  as an  entirety  or substantially  as  an
   entirety, or  (vi)  commence or  effect  the liquidation,  dissolution  or
   winding up  of the Company,  then, in each  such case,  the Company  shall
   deliver to  the holder  of this  Warrant an  officer's certificate  giving
   notice of  such proposed  action, specifying  (A) the  date on  which  the
   stock transfer  books of the  Company shall close,  or a  record shall  be
   taken, for  determining the holders  of Common Stock  entitled to  receive
   such dividend  or other  distribution or such  rights or  options, or  the
   date on  which  such reclassification,  reorganization,  recapitalization,
   consolidation, merger,  sale,  transfer, other  disposition,  transaction,
   liquidation, dissolution or  winding up shall take  place or commence,  as
   the case may be, and (B) the date as of which it is expected that  holders
   of Common  Stock of  record shall  be entitled  to receive  securities  or
   other property deliverable  upon such action,  if any such  date is to  be
   fixed. Such officer's  certificate shall be delivered  in the case of  any
   action covered by clause (i) or (ii) above, at least 20 days prior to  the
   record  date for  determining  holders of  Common  Stock for  purposes  of
   receiving such payment or offer, and, in any other case, at least 20  days
   prior to the date upon which such action takes place and 20 days prior  to
   any record date to determine  holders of Common Stock entitled to  receive
   such securities or other property.

             (c)    Effect of Failure.   Failure to  give any certificate  or
   notice, or  any defect in  any certificate or  notice required under  this
   Section 6.3 shall  not affect the legality  or validity of the  adjustment
   of  the  Exercise  Price  or  the  number  of  shares  of  Warrant   Stock
   purchasable upon exercise of this Warrant.

        7.  Various Covenants of the Company.

         7.1. No Impairment or  Amendment  The Company  shall not, and  shall
   not permit  Varga Investments, Inc.  ("Varga") or  I-Con Industries,  Inc.
   ("I-Con") to, by  any action including,  without limitation, amending  its
   charter,  any  reorganization,   recapitalization,  transfer  of   assets,
   consolidation, merger,  dissolution, issue or  sale of  securities or  any
   other voluntary  action, (a)  avoid or seek.  to avoid  the observance  or
   performance of any of the terms of this  Warrant or (b) impair or seek  to
   impair the  value of this  Warrant, but will  at all times  in good  faith
   assist in  the carrying out  of all such  terms and in  the taking of  all
   such action as may  be necessary or appropriate  to protect the rights  of
   the holder hereof against impairment.  Without limiting the generality  of
   the foregoing,  the Company  (a) will  not  permit the  par value  of  any
   shares of  Warrant Stock  issuable upon  exercise of  this Warrant  to  be
   greater than  the amount  payable therefor  upon such  exercise, (b)  will
   take all such action as may be necessary or appropriate in order that  the
<PAGE>
   Company may validly issue  fully paid and nonassessable shares of  Warrant
   Stock, (c) will  obtain and maintain  all such authorizations,  exemptions
   or consents from.any public regulatory body having jurisdiction as may  be
   necessary to  enable the  Company to  perform its  obligations under  this
   Warrant, (d) will not issue any capital stock or enter into any  agreement
   the terms  of which  would have  the effect,  directly or  indirectly,  of
   preventing the Company from  honoring its obligations hereunder, (e)  will
   not engage  in any transaction  with its  officers, directors,  employees,
   directors   or  stockholders   or   their  respective   "associates"   and
   "affiliates" (as  such terms are  used in the  Securities Exchange Act  of
   1934, as amended,  and the rules  and regulations promulgated  thereunder)
   on less  than fair  and reasonable  terms  or otherwise  on less  then  an
   arm's-length basis, (f) will  cause Varga and I-Con  to take, or will  not
   permit Varga or I-Con to take, any  of the actions referred to in  clauses
   (a), (b), (c), (d)  or (e) above, and (g) will  remain the sole holder  of
   all of the issued and outstanding capital stock of Varga and all  options,
   warrants or other rights to acquire  any such capital stock, and (h)  will
   cause  Varga  to  remain  the  sole  holder  of  all  of  the  issued  and
   outstanding capital  stock of  I-Con and  all options,  warrants or  other
   rights  to acquire  any  such capital  stock.  Without the  prior  written
   approval of  the bolder  hereof, which approval  may be  withheld in  such
   holder's sole  and absolute  discretion,  the Company  shall not  form  or
   become the owner or  holder of the capital  stock of any subsidiary  other
   than Varga  and I-Con,  and will  not permit  Varga or  I-Con to  form  or
   become the owner or  holder of any capital  stock of any subsidiary  other
   than, in the case Varga, I-Con.

         So long as any Warrants or shares of Warrant Stock are  outstanding,
   the Company  will acknowledge  in  writing, in  form satisfactory  to  any
   holder of  any such  security,  the continued  validity of  the  Company's
   obligations hereunder.

         7.2. Listing on Securities Exchanges, etc.   At all times  following
   the  exercise  of  this   Warrant,  the  Company  will  use   commercially
   reasonable efforts to maintain the listing of all shares of Warrant  Stock
   on each  securities exchange  or market  or trading  system on  which  the
   Common Stock is then or at any time thereafter listed or traded.

         8.   Legend and Stop Transfer Orders.  Unless the shares of  Warrant
   Stock have been  registered under the  Act, upon exercise  of any of  this
   Warrant and  the  issuance of  any  of the  shares  of Warrant  Stock  all
   certificates representing shares of  Warrant Stock shall bear on the  face
   thereof substantially the following legend, insofar as is consistent  with
   applicable law:

           "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT   BEEN
           REGISTERED  UNDER THE  SECURITIES  ACT  OF 1993,  AS  AMENDED,  OR
           APPLICABLE STATE  SECURITIES LAWS, AND  MAY NOT  BE SOLD,  OFFERED
           FOR SALE, ASSIGNED, TRANSFERRED,  OR OTHERWISE DISPOSED OF  UNLESS
           REGISTERED PURSUANT TO THE PROVISIONS  OF THAT ACT AND  APPLICABLE
           STATE. SECURITIES LAWS OR AN  OPINION OF COUNSEL, SATISFACTORY  TO
           THE COMPANY, IS  OBTAINED STATING THAT  SUCH DISPOSITION WILL  NOT
           INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE OR  OF
           ANY APPLICABLE STATE SECURITIES LAW."

<PAGE>
         9. Registration.

             (a)    Piggyback Registrations.  Notwithstanding the  provisions
   set forth above, the Company shall  notify the Holder in writing at  least
   thirty (30) days prior to filing any registration statement under the  Act
   for  purposes  of  a   public  offering  of  securities  of  the   Company
   (including,  but  not limited  to,  registration  statements  relating  to
   secondary  offerings   of  securities  of   the  Company,  but   excluding
   registration  statements relating  to  employee benefit  plans)  and  will
   afford each  such Holder an  opportunity to include  in such  registration
   statement the  Warrant Stock.  If  the registration  statement is  for  an
   underwritten offering,  the Company  shall so  advise the  Holder and  the
   right of  Holder to  be included  in a  registration shall  be subject  to
   reduction  in  the  discretion  of  the  underwriter  (provided  that  any
   reduction by such underwriter shall  be effected pro rata with respect  to
   all persons  or  entities entitled  to  piggy-back registration  of  their
   securities  in   such  offering)  and   conditioned  upon  such   Holder's
   participation in  such underwriting  and the  inclusion of  such  Holder's
   Warrant Stock and Holder's execution of the underwriting agreement.

             (b)    Payment of Expenses. All expenses incurred in  connection
   with registration (excluding  underwriters' discounts and commissions  and
   the fees  and expenses  of  counsel for  the Holder),  including,  without
   limitation, all registration, blue  sky and qualification fees,  printers'
   and  accounting fees,  and  fees  and disbursements  of  counsel  for  the
   Company shall be borne by the Company.

             (c)    Obligations of the Company.  Whenever required to  effect
   the  registration   of  the   Warrant  Stock,   the  Company   shall,   as
   expeditiously as reasonably possible:

                (i)   Prepare and file  a registration statement with respect
                    thereto  and   use  its  best   efforts  to  cause   such
                    registration  statement to  become  effective,  and  keep
                    such  registration statement  effective  for  up  to  one
                    hundred fifty (150) days.

                (ii)   Prepare  and  file  such amendments and supplements to
                    such registration statement and  the  prospectus  used in
                    connection  wit such  registration  statement as  may  be
                    necessary to comply wit the provisions of the Act.

                (iii).  Furnish to the Holder  such  number of  copies  of  a
                    prospectus,  including   a  preliminary  prospectus,   in
                    conformity with  the requirements  of the  Act, and  such
                    other documents as may be reasonably requested.

                (iv)   Use its best  efforts  to  register  and  quality  the
                    securities covered by  such registration statement  under
                    such  other   securities  or  Blue   Sky  laws  of   such
                    jurisdictions as  shall be  reasonably requested  by  the
                    Holder, provided that the  Company shall not be  required
                    in connection  therewith  or as  a condition  thereto  to
                    quality to do  business or to file  a general consent  to
                    service of process in any such states or jurisdictions.
<PAGE>
                (v)   In the event of any underwritten public offering, enter
                    into and  perform its obligations  under an  underwriting
                    agreement in usual and customary form, with the  managing
                    underwriter(s)   of   such   offering.      The    Holder
                    participating in such underwriting shall also enter  into
                    and perform its obligations under such an agreement

                (vi)    Notify the Holder  at  any  time  when  a  prospectus
                    relating thereto  is required to  be delivered under  the
                    Act of the  happening of any event  as a result of  which
                    the prospectus  included in  such registration  statement
                    or any  document incorporated  therein by  reference,  as
                    then  in  effect  includes  an  untrue  statement  of   a
                    material fact or omits to state a material fact  required
                    to be stated therein or necessary to make the  statements
                    therein  not misleading  in  light of  the  circumstances
                    then existing.

                (vii)     Furnish, at the  request of  any Holder  requesting
                    registration  on the  date  that such  Warrant  Stock  is
                    delivered  to   the  underwriters  for   sale,  if   such
                    securities are  being sold through  underwriters, or,  if
                    such securities are not being sold through  underwriters,
                    on the date that the registration statement with  respect
                    to such  securities becomes  effective, (i)  an  opinion,
                    dated as of  such date, of  the counsel representing  the
                    Company for  the purposes of  such registration hi.  form
                    and substance as is customarily given to underwriters  in
                    an   underwritten   public   offering   and    reasonably
                    satisfactory   to   the   Holder,   addressed   to    the
                    underwriters,  if any,  and  to  the Holder  and  (ii)  a
                    letter  dated  as of  such  date,  from  the  independent
                    certified public accountants of the Company, in form  and
                    substance  as   is  customarily   given  by   independent
                    certified  public  accountants  to  underwriters  in   an
                    underwritten public offering and reasonably  satisfactory
                    to the  Holder, addressed  to the  underwriters, if  any,
                    and to the Holder.

                (viii)    Afford to  the  Holder all  rights  (including  the
                    right to  conduct  "due diligence"  with respect  to  the
                    Company) customarily afforded to selling stockholders  in
                    an underwritten public offering.

             (d)    Indemnification. The  Company  will  indemnify  and  hold
   harmless the Holder, the  partners, officers and directors of the  Holder,
   any underwriter (as defined in the  Act) for such Holder and each  person,
   if any, who controls such Holder or underwriter within the meaning of  the
   Act or the Securities Exchange Act  of 1934, as amended (the "1934  Act"),
   against any losses,  claims, damages, or  liabilities (joint and  several)
   to which  they may become  subject under the  Act, the 1934  Act or  other
   federal  or  state law,  insofar  as  such  losses,  claims,  damages,  or
<PAGE>
   liabilities (or  actions in  respect thereof) arise  out of  or are  based
   upon  any   of   the  following   statements,  omissions   or   violations
   (collectively a "violation"): (i)  any untrue statement or alleged  untrue
   statement of  a material fact  contained in  such registration  statement,
   including  any  Preliminary  Prospectus  or  final  Prospectus   contained
   therein  or  any amendments  or  supplements  thereto,  or  any  documents
   incorporated therein by reference,  (ii) the omission or alleged  omission
   to  state therein  a  material fact  required  to be  stated  therein,  or
   necessary to  make the  statements therein  not misleading,  or (iii)  any
   violation or alleged violation  by the Company of  the Act, the 1934  Act,
   any state securities  law or Me or  regulation promulgated under the  Act,
   the 1934 Act or any state  securities law in connection with the  offering
   covered by  such registration statement  and the Company,  at its  option,
   shall either  assume the  defense thereof  or will  reimburse the  Holder,
   partner, officer, or director, underwriter or  controlling person for  any
   legal or  other expenses  reasonably  incurred by  them, as  incurred,  in
   connection with investigating or  defending any such loss, claim,  damage,
   liability  or  action; provided.  however  that  the  indemnity  agreement
   contained  in  this  subsection  shall  not  apply  to  amounts  paid   in
   settlement of  any such loss,  claim, damage, liability  or action if  the
   Holder  fails to  promptly  notify  the Company  of  such  claim  or  such
   settlement is effected without  the consent of the Company (which  consent
   shall not be  unreasonably withheld), nor shall  the Company be liable  in
   any such case  for any such  loss, claim, damage,  liability or action  to
   the extent  that it  arises out  of or  is based  upon a  violation  which
   occurs  in  reliance upon  and  in  conformity  with  written  information
   furnished expressly for use  in connection with such registration by  such
   Holder, partner, officer, director,  underwriter or controlling person  of
   such Holder.   The obligations of the  Company under this paragraph  shall
   survive the completion of any offering of Warrant Stock.

             (e)    Survival.  The Company's  obligations under this  Section
   9 shall survive. until the third anniversary of the date hereof.

         10.  Representations  and Warranties.  The  Company  represents  and
   warrants to the Holder that:

             (a)    The authorized capital stock  of the Company consists  of
   40,000,000 shares of  Common Stock, of which  25,000,000 shares of  Common
   Stock were issued and outstanding on the date hereof. Except as  disclosed
   by the Company to the Holder in wilting prior to the date of the  issuance
   of this  Warrant, as  of the date  of the  issuance of  this Warrant,  (i)
   there are no outstanding  rights, options, warrants or agreements for  the
   purchase  from, or  sale  or  issuance  by, the  Company  or  any  of  the
   Company's  subsidiaries  of any  capital  stock  or  equity  interests  or
   securities convertible into or exercisable or exchangeable for such  stock
   or equity  interests; (ii)  there are  no agreements  on the  part of  the
   Company or any of the Company's subsidiaries to issue, sell or  distribute
   any securities or equity interests or any assets of the Company or any  of
   the Company's  subsidiaries;  (iii) none  of the  Company  or any  of  the
   Company's subsidiaries  has any  obligation (contingent  or otherwise)  to
   purchase, redeem  or otherwise  acquire any  of its  securities or  equity
   interests or  any interest  therein or  to pay  any dividend  or make  any
   distribution in respect thereof; and (iv) no person or entity is  entitled
   to (A) any  preemptive or similar  right with respect  to the issuance  of
   any securities or equity interests of the Company or any of the  Company's
   subsidiaries, or (B)  any rights with respect  to the registration of  any
   securities or  equity interests  of the Company  or any  of the  Company's
   subsidiaries under the Act.
<PAGE>
             (b)    The Company  is  a corporation  duly  organized,  validly
   existing  and in  good  standing  under  the laws  of  the  state  of  its
   incorporation, with all requisite power and authority to execute,  deliver
   and  perform  its obligations  under  this  Warrant  and  to  conduct  its
   business  as presently  conducted.   The  Company  is duly  qualified  and
   authorized  to do  business  as  a foreign  corporation  and  is  in  good
   standing in all states in  which such qualification and good standing  are
   necessary or desirable for the conduct  by the Company of its business  or
   the  performance  by the  Company  of  its  obligations  hereunder.    The
   execution, delivery and performance by the Company of this Warrant do  not
   and will  not constitute  (a) a  violation of  any applicable  law or  the
   Company's articles  or certificate  of incorporation  or bylaws  or (b)  a
   material breach of  any other document, agreement  or instrument to  which
   the Company is  a party or by  which the Company is  bound.  This  Warrant
   has been duly  authorized, executed and delivered  by the Company, and  is
   the  legal,  valid and  binding  obligation  of  the  Company  enforceable
   against  the Company  in  accordance  with its  terms.    No  consent  of,
   approval  by,  registration or  filing  with  or  authorization  from  any
   governmental  authority or  agency  is  required in  connection  with  the
   execution, delivery or performance by the Company of this Warrant.

         11.  Notice.  All  notices hereunder shall be  in wilting and  shall
   be deemed given (a) when  delivered personally, (b) the next business  day
   when sent by nationally  recognized overnight courier service procuring  a
   return receipt, or  (c) within three business  days after mailing when  by
   certi5ed or registered mail,  return receipt requested, to the Company  at
   1101 Pamela Drive, Euless,  Texas 76040, or to  the Holder at its  address
   on the Company's records or at such other address of which the Company  or
   Holder has been advised by notice hereunder.

         12.  Applicable Law.   This Warrant is  issued under  and shall  for
   all purposes governed by and construed in accordance with the laws  of the
   State of Texas.

         13.  Miscellaneous.  This  Warrant represents  the entire  agreement
   of the  Company with  respect to  the  subject matter  hereof and  may  be
   changed only  by  a written  agreement executed  by  the Company  and  the
   Holder.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be  signed
   on its behalf in its corporate  name, by its duly authorized officer,  all
   as of October 22, 1997.


                                  PERFORMANCE INTERCONNECT CORP.

                                  By: /s/
                                     --------------------------
                                     Name: ____________________

                                     Title:
                                           --------------------
<PAGE>



                               ASSIGNMENT FORM


           For value received, the undersigned _______________, hereby sells,
 assigns and transfers all of the rights of the undersigned under the  within
 Warrant, with respect to the number  of shares of the capital stock  covered
 thereby set forth below, unto:

     Name and address of Assignee                    Number of Shares
     ----------------------------                    ----------------



 Date:

 Name of Holder:


 By: ____________________________



<PAGE>

                            WARRANT EXERCISE FORM

         1.   The  undersigned  Warrant  Holder  of  the  attached  original,
    executed Warrant hereby elects to exercise its purchase right under  such
    Warrant with respect to the Warrant Stock, as defined  in the  Warrant of
    Performance Interconnect Corp. (the "Company").

         2.   The  undersigned  Warrant  Holder  elects to  pay the aggregate
    exercise price for such Warrant Stock in the following manner

              (a) by  lawful  money  of  the  United  States  or the enclosed
                  certified check or postal or express money order payable in
                  United  States  dollars to the order of the Company in  the
                  amount of $______________; or

              (b) by wire transfer of United States funds to the  account  of
                  the Company in the amount of $_____________, which transfer
                  has been made before  or  simultaneously with  the delivery
                  of this Warrant Exercise Form pursuant to the  instructions
                  of the Company.


         3.   Please issue a stock certificate  or  certificates representing
    the appropriate number of  shares  of  Warrant Stock  in  the name of the
    undersigned or in such names as is specified below:



              Name: ___________________________________________

              Address: ________________________________________

              Tax Identification No. __________________________

              HOLDER:__________________________________________

              By: _____________________________________________

              Date: ___________________________________________




   Note: The signature  of the Warrant Holder must conform in all respects to
         the Warrant  Holder  as  specified  on  the  face of the Warrant, or
         Assignment, without alteration, enlargement or any change whatsoever