Exhibit 10.12


 ALL INDEBTEDNESS EVIDENCED HEREBY AND  REFERENCED HEREIN IS SUBORDINATED  IN
 RIGHT OF PAYMENT TO THE PRIOR PAYMENT  IN FULL OF ALL INDEBTEDNESS OWNED  TO
 FINOVA CAPITAL CORPORATION AS  SET FORTH IN  THAT CERTAIN SUBORDINATION  AND
 STANDSTILL AGREEMENT AMONG  FINOVA CAPITAL  CORPORATION, THE  PAYEE OF  THIS
 NOTE AND THE OTHER PARTIES NAMED THEREIN.


                               PROMISSORY NOTE
                                                        Bensenville, Illinois
 $293,025                                                      March 15, 1999


      1.  Payment.   FOR VALUE RECEIVED,  PC Dynamics of Texas, Inc., a Texas
 corporation ("BUYER"), hereby promises  to pay to the  order of PC  Dynamics
 Corporation, a Texas corporation ("PC Dynamics"),  the principal sum of  Two
 hundred ninety three  thousand and twenty-five  Dollars ($293,025) in  equal
 monthly principal installments of $50,000, payable on the first day of  each
 month, commencing with  May 1, 1999,  until all  obligations hereunder  have
 been paid in full.  BUYER hereby further promises to pay interest  (computed
 on the basis of a 360-day  year of twelve 30-day  months) at the Prime  Rate
 (as defined below) plus 1%  per annum on the  principal amount from time  to
 time outstanding from the date hereof,  such interest to be payable on  each
 date specified above  for principal  payments and  until this  Note and  all
 obligations  hereunder  have  been  paid  in  full.    Notwithstanding   the
 foregoing, BUYER promises to pay interest  on any overdue principal and  (to
 the extent legally enforceable) on any overdue installment of interest at  a
 rate per annum equal  to the greater of:   (i) the Prime  Rate from time  to
 time in effect plus 5% and (ii) 15%.  Both principal and interest  hereunder
 are payable in lawful money of the United States of America and in  next-day
 funds to PC Dynamics at 216  Evergreen Street, Bensenville, Illinois  60106,
 Attention:  President.

      For purposes  of  this Note,  (i)  "Prime  Rate" shall  mean  for  each
 calendar  month  commencing   with  March,  1999,   the  rate  of   interest
 established, announced or published by Harris Trust and Savings Bank on  the
 last Business Day preceding the first  day of such calendar month, as  their
 prime rate, reference rate or comparable  or equivalent rate for loans  made
 in Chicago, Illinois; and (ii) "Business Day" shall mean any day other  than
 a Saturday  or Sunday  on which  banks are  generally open  for business  in
 Chicago, Illinois.

      2. Other  Documents.   This Promissory  Note (the  "Note") is  the Note
 referred to in Section  3.2(b) of that certain  Agreement dated as of  March
 15, 1999 (the "Agreement") between BUYER and PC Dynamics.  Unless  otherwise
 defined herein, the capitalized terms used  herein which are defined in  the
 Agreement shall have the meanings specified in the Agreement.  This Note  is
 guaranteed pursuant to the terms of  that certain (i) Guarantee dated as  of
 March 15, 1999 executed by Mr. D. Ronald  Allen in favor of PC DYNAMICS  and
 (ii)  Guarantee  dated  as  of  March  15,  1999  executed  by   Performance
 Interconnect Corp. ("PIC") in favor of PC DYNAMICS.
<PAGE>
      3. Optional Prepayment. BUYER may repay all or any portion of this Note
 that is $1,000 or an integral multiple thereof at any time or times, without
 premium or penalty.   BUYER shall give  PC Dynamics not  less than five  (5)
 Business Days'  prior  written  notice of  any  intended  prepayment.    Any
 prepayment shall  first  be credited  against  accrued but  unpaid  interest
 hereunder in the date of  the prepayment and the  balance, if any, shall  be
 credited against the then-outstanding principal amount hereof.

      4.  Business and Financial Covenants.   With  respect to its  financial
 and business affairs, BUYER covenants with PC Dynamics as follows:

      (a)  Inspection Rights.  PC Dynamics or its authorized  representatives
 may visit, at their expense, any of BUYER's properties, inspect and  examine
 its records and  books of accounts,  take abstracts or  copies thereof,  and
 discuss its affairs, finances  and books of accounts  with its officers,  at
 reasonable times and in a reasonable manner.

      (b)  Maintenance of  Properties:  Compliance.   BUYER  shall  keep  the
 Assets in good repair, working order and condition, reasonable wear and tear
 excepted, and  from time  to time  make all  necessary and  proper  repairs,
 renewals, replacements, additions and  improvements thereto, and BUYER  will
 at all times comply with the  material provisions of all legal  requirements
 and leases to which it is a party or under which it occupies property so  as
 to prevent any loss or forfeiture thereof or thereunder.

      (c)  Maintenance of Corporate Existence and Conduct of Business.  BUYER
 shall preserve its  corporate existence, rights  and franchises; BUYER  will
 carry on and conduct its business in substantially the same manner as it  is
 presently conducted by  PC Dynamics, shall  not use its  properties for  any
 unlawful purpose, shall nor permit its properties or any part thereof to  be
 levied upon under execution,  attachment or restraint  unless any action  is
 contested by BUYER  and protected by  appropriate bond or  other surety  and
 shall not waste or destroy any of its properties or any part thereof.

      (d)  Expenses.  BUYER agrees  to pay PC  Dynamics all reasonable  costs
 and expenses (including, but not limited to, reasonable attorneys' fees  and
 court costs)  incurred by  it in  the  collection of  this  Note or  in  the
 enforcement of any provision of this Note.

      (e)  Limitations on  Disposition.    BUYER  will  not  sell,  exchange,
 transfer or otherwise dispose of any  of the Assets, or attempt or  contract
 to do so, except for sale of inventory in the ordinary course of business.

      (f)  Non-competition.   BUYER  will not  permit  any of  its  officers,
 directors, employees or Affiliates to, directly or indirectly, whether as  a
 principal,  partner,   shareholder,  joint   venturer,  consultant,   agent,
 proprietor, creditor  or otherwise,  engage in  any commercial  activity  or
 pursuit whatsoever which may in any  way be in competition or conflict  with
 the products and  business which comprise  the business of  PC Dynamics  and
 BUYER as of the Closing Date.
<PAGE>
      (g)  Additional Covenants.  BUYER shall not, without the Consent of  PC
 Dynamics:

        (i) merge  with or  into or  consolidate with  any other  entity,  or
 sell, lease or otherwise dispose of substantially all of its assets;

        (ii)    liquidate,  dissolve   or   effect  a   recapitalization   or
 reorganization in any form of transaction; or

        (iii)  become subject to  any agreement or  instrument, which by  its
 terms would (under any circumstances) restrict BUYER' rights to perform  any
 of its obligations to PC Dynamics pursuant to the terms of this Note.

      5. Events  of Default.   (a) The occurrence  of any one  or more of the
 following events ("Events of Default") shall in respect of this Note, at the
 option of PC  Dynamics, and without  regard to any  standstill agreement  or
 other prohibition  relating to  any of  the following  events, constitute  a
 default under this Note:

        (i) Default in the payment  of interest on or principal on this  Note
 when the same shall become due and payable by lapse of time, declaration  or
 otherwise;

        (ii)    Default in the observance or performance of any of the  other
 covenants or provisions of  any of the Transaction  Documents or default  in
 the observance  or performance  of any  other provisions  of this  Note  not
 involving the payment of  money which is not  remedied within ten (10)  days
 after notice thereof to BUYER is given by PC Dynamics;

        (iii)    If BUYER becomes insolvent or bankrupt or admits in  writing
 its inability to pay its debts as they mature or makes an assignment for the
 benefit of creditors, or if BUYER applies for or consents to the appointment
 of a trustee or receiver for itself or for a major part of its properties or
 assets, or shall voluntarily file a petition seeking reorganization or other
 protection under the Federal bankruptcy laws;

        (iv)  If a  trustee or  receiver is appointed  for BUYER  or for  the
 major part  of  any of  its  properties or  assets  and the  order  of  such
 appointment is nor  discharged, vacated or  stayed within  thirty (30)  days
 after such appointment;

        (v)  If BUYER shall be  adjudicated a bankrupt or  a decree or  order
 approving as properly flied  a petition or  answer asking reorganization  of
 BUYER under  the Federal  bankruptcy laws,  as now  in effect  or  hereafter
 amended, or under  the laws of  any state, shall  be entered,  and any  such
 decree or judgment or order shall not have been vacated or set aside  within
 thirty (30) days from the date of the entry or granting thereof;

        (vi) the existing shareholders of PIC shall fail to own at least  51%
 of the voting and  ownership interests in PIC  or BUYER shall  fail to be  a
 wholly-owned subsidiary of PIC; or
<PAGE>
        (vii)  If the obligation of any guarantor of this Note is limited  or
 terminated by operation of  law or by the  guarantor, or any such  guarantor
 becomes the subject  of an  insolvency proceeding  under Federal  bankruptcy
 laws or under any other bankruptcy or insolvency law.

      (b)  Rights and Remedies Upon Default.

        (i) When any Event of Default  described above in this Section 5  has
 occurred, BUYER agrees to give notice within two (2) days of such default to
 PC Dynamics,  such  notice  to be  in  writing  and sent  by  registered  or
 certified mail or by telecopier.

        (ii)    When any Event of  Default described above  in Section 5  has
 happened and  is continuing  uncured,  (A) PC  Dynamics  may, by  notice  in
 writing to BUYER, declare the principal of and accrued interest on this Note
 to be to  be immediately due  and payable; and  thereupon all principal  and
 interest  shall  become  immediately   due  and  payable,  without   further
 presentment, protest, demand or notice or  other legal process of any  kind;
 and (B) PC Dynamics may take  any action or proceeding  at law or in  equity
 which it deems advisable to collect and enforce payment of all amounts  then
 due upon this  Note whether  by reason  of maturity  or of  such amounts  or
 acceleration.

      6. Assignment:  Amendment: Waiver.   This Note may  not be assigned (by
 operation of law or otherwise) by BUYER.   This Note may only be amended  in
 writing duly executed by  the parties hereto.   No failure  or delay on  the
 part of the holder of this Note or to exercise any power or right under this
 Note shall operate as a waiver of such  power or right or preclude  other or
 further exercise thereof or the  exercise of any other  power or right.   No
 waiver of  any condition  or performance  will operate  as a  waiver  of any
 subsequent  condition  or  obligation.    BUYER  hereby  waives   diligence,
 presentment, demand for payment, notice of dishonor or acceleration, protest
 and notice  of  protest,  and  any  and all  other  notices  or  demands  in
 connection with delivery, acceptance, performance, default or enforcement of
 this Note.

      7. Notices.  All notices or demands by any party relating to this  Note
 shall in writing in accordance with Section 9.8 of the Agreement.

      8. Severability.    If  there is  any  provision  of this  Note  or the
 application thereof to any party or circumstances which shall be  prohibited
 by,  or  invalid  under,  such  applicable  law,  such  provision  shall  be
 ineffective to the minimal extent of such prohibition or invalidity  without
 invalidating the remainder of such provision or the remaining provisions  of
 the Note,  or  the applications  of  such  provisions to  other  parties  or
 circumstances.

      9. Governing Law:  Jurisdiction.   This Note shall  be governed by  and
 construed in accordance with the laws of  the State of Illinois.  Any  legal
 action or proceeding with respect to this Note shall be brought  exclusively
 in the courts of the State  of Illinois or of  the United States of  America
 within Cook County, Illinois,  and by execution and  delivery of this  Note,
 BUYER, hereto hereby covenants, for itself  and in respect of its  property,
 to the  jurisdiction of  the aforesaid  courts.   BUYER  hereby  irrevocably
 waives any objection,  including without limitation,  any objections to  the
 laying of venue or based  on the grounds of  forum non conveniens, which  it
 way now or hereafter  have to the  bringing of any  action or proceeding  in
 such jurisdiction in respect of this Note or any document related hereto.
<PAGE>


                                    PC DYNAMICS OF TEXAS, INC.


                                            /s/
                                    By: _____________________________________

                                    Title:
                                         ____________________________________

                                    Address:
                                         ____________________________________