Exhibit 4.14

                              Security Agreement


 This Security Agreement ("Agreement") is made and entered into on this  30th
 day of  June, 1999,  by and  between Winterstone  Management Inc.,  a  Texas
 Corporation, ("Secured Party")  and  Performance Interconnect Corp., a Texas
 Corporation ("Debtor"), as follows:

                             W I t n e s s e + h

      Whereas,  in order  to  secure  the payment  of  the  Indebtedness  (as
 hereinafter defined),  Secured  Party  has  required  tat  Debtor  assign  a
 security interest  in the  collateral (as  hereinafter defined)  to  Secured
 party; and

      Whereas, Debtor has deemed it to be in the best interest  of  Debtor to
 grant  a  security  interest  in  the  collateral  to secure the payment and
 performance of the indebtedness;

      Now, Therefore,  for and in  consideration of  the premises,  covenants
 and  agreements  contained   herein,  and  for   other  goad  and   valuable
 consideration, the receipt and sufficiency of which are hereby  acknowledged
 and confessed, Secured Party and Debtor agree as follows:

      1.  Indebtedness. The  Security  Interest  (defined  below)  is  herein
 created to  secure Debtor's  Note  of even  date  herewith, by  and  between
 Debtor, as Maker,  and Secured Party,  as Payee, in  the original  principal
 amount of $555,867.00, and  any and all  additions, renewals and  extensions
 thereof ("Indebtedness").

      2. Agreement and  Collateral Debtor hereby  grants to  Secured party  a
 security  interest   ("Security  Interest")   in  the   following   property
 ("Collateral"), whether now owned or hereafter acquired:

           All Debtor's right, title and  interest in and to all of  Debtor's
 interest in the common stock of PC  Dynamics of Texas, Inc. and  PC Dynamics
 Corp.,  together   with  all   rights,  powers   and  privileges   thereunto
 appertaining, and all proceeds thereof

      3.   Debtor's Warranties, Covenants and Further Agreements.

           a.   Title.  Except  for the interest granted herein, Debtor  has,
      or on acquisition  will have, fee simple  title to the collateral  free
      from any  lien, security  interest, encumbrance,  or claim  and  Debtor
      will, during  the term of  this Agreement,  at Debtors  cost, keep  the
      collateral free from other  liens, security interests, encumbrances  or
      claims, and defend  any action which may  affect the Security  Interest
      or Debtor's title to the collateral.
<PAGE>
           b.   Financing Statement.    Debtor  will join  in  executing  all
      financing statements  and  other instruments,  documents,  certificates
      and agreements deemed necessary by  Secured Party to evidence,  create,
      perfect  or enforce  the  Security  Interest and  will  pay  all  costs
      thereof.

           c.   Assignment.     Notwithstanding  any other  provision  hereof
      Debtor will not  process, sell, lease, or  otherwise dispose of all  or
      part of the  collateral. Secured Party  may assign or  transfer all  or
      part  of  his   rights  in,  and   obligations,  if   any,  under   the
      Indebtedness, to Collateral and this Agreement.

      4.   Rights of  Debtor.    Prior  to the  occurrence of  a Default  (as
 hereinafter defined), Debtor  may exercise any  and all  rights, voting  and
 otherwise, with respect to the Collateral.  However, Debtor may not  receive
 any distributions and  other payments made  with respect  to the  collateral
 free from the Security Interest provided for in this Agreement

      5.   Rights of  Secured Party.    Effective  upon the  Occurrence of  a
 Default, Debtor hereby appoints  Secured Party as Debtor's  attorney-in-fact
 to do any act which Debtor is obligated by this Agreement to do, to exercise
 all rights of Debtor in the collateral, voting and otherwise, to receive all
 distributions made with  respect to  the Collateral,  and to  do all  things
 deemed necessary  by Secured  party to  perfect  the Security  Interest  and
 preserve, collect, enforce and protect the  Collateral, all at Debtors  cost
 and without any obligation on Secured Party so to act.  Secured Party  shall
 not be liable  for any act  or omission on  the part of  Secured party,  his
 agents or employees, except willful misconduct,  nor shall Secured Party  be
 responsible for depreciation in value of the collateral for preservation  of
 rights against prior parties.   The foregoing rights  and powers of  Secured
 Party may be exercised after default and shall be in addition to, and not  a
 limitation upon, any rights and powers  of Secured Party given herein or  by
 law, custom, or otherwise.

      6.   Events Default.    Debtor  shall be in  default ("Default")  under
 this Agreement upon the occurrence of a default pursuant to the terms of the
 Note, and Debtor's failure to cure such default within the time periods  set
 faith in the Note.

      7.   Remedies of  Secured Party Upon Default.   When a Default  occurs,
 and except  as may  be otherwise  provided in  the Note,  Secured Party  may
 declare all  or a  part  of the  Indebtedness  immediately due  and  payable
 without demand, notice  of default, notice  of intent to  demand, notice  of
 intent to accelerate maturity,  or notice of  acceleration of maturity,  and
 may proceed to enforce payment of seine and  to exercise any and all of  the
 rights and remedies provided by Article 9 of the Texas Business and Commerce
 Code ("Code") as well as all other rights and remedies possessed by  Secured
 Party under this Agreement or otherwise at law or inequity. For purposes  of
 the notice requirements  of the  Code, Secured  Party and  Debtor agree  tat
 notice given at  least ten (10)  calendar days prior  to the related  action
 hereunder is  reasonable.  Secured  Party shall  be  entitled  to  immediate
 possession of the collateral and all  books and records evidencing same  and
 shall have authority to enter upon any premises upon which said items  maybe
<PAGE>
 situated  and  removed  same  therefrom.  Expenses  of  retaking,   holding,
 preparing for sale, selling or the  like, shall include without  limitation,
 Secured Party's  reasonable attorney's fees and all such  expenses shall  be
 recovered by Secured Party before applying the proceeds from the disposition
 of the collateral  toward the  Indebtedness. To  the extent  allowed by  the
 Code, Secured Party may use his  discretion in applying the proceeds of  any
 disposition of  the collateral.  All rights  and remedies  of Secured  Party
 hereunder are cumulative and  may be exercised  singly or concurrently.  The
 exercise of any right or remedy will not be a waiver of any other.

      8. General

           a.   Exhaustion of Remedies. Secured  Party shall not be  required
      to first foreclose,  proceed against, exhaust  any other collateral  or
      security for any  Indebtedness or obligation  of Debtor hereby  secured
      before pursuing any  of its rights pursuant  to this Agreement.   Suite
      may be brought to recover  other collateral at the election of  Secured
      Party, without joinder of Debtor.

           b.   - Release  of  Co11a+eral.    Secured  Party  may  surrender,
      release,  exchange  or  alter  any  collateral  or  security  for   the
      lndebt4edness hereby secured  without effecting  the Security  Interest
      created by this Agreement, and this Agreement shall continue  effective
      notwithstanding  any   legal  disability   of  Debtor   to  incur   any
      indebtedness or obligation incurred to Secured Party.

           c.   Waiver of Secured Party.   No waiver by Secured Party of  any
      right  hereunder or  of any  default by  Debtor shall  be binding  upon
      Secured Party unless in writing.  Failure or delay by Secured Party  to
      exercise  any  right hereunder  or  waiver  of any  default  shall  not
      operate as  a waiver of any  other right, or  further exercise of  such
      right, or of any further default.

           d.   Parties Bound.    This Agreement  shall be  binding upon  and
      inure to the benefit of the parties hereto and their respective  heirs,
      executors,   administrators,    legal   representatives,    successors,
      receivers, trustees and assigns where permitted by this Agreement

           e.   Notice shall be given or sent when mailed postage prepaid  to
      Debtor's address  given above  or to  Debtor's most  recent  address as
      shown by notice of change on file with Secured Party.

           f.   Modifications.  This Agreement  shall not be amended  in  any
      way except by a written agreement signed by the parties hereto.

           g.   Severability.  The unenforceability of any  provision of this
      Agreement shall not  affect the enforceability of validity of any other
      provision hereof.
<PAGE>
           h.   Construction.  The  captions herein  are for  convenience  of
      reference only and not for definition or interpretation.

           i.   Ambiguity.     In event it shall be determined  that there is
      any ambiguity contained herein,  said ambiguity shall not  be construed
      against either  party hereto  as a  result of  such party's preparation
      of  this Agreement, but shall be interpreted in favor or against either
      of the parties hereto in light of all the  facts, circumstances and the
      intentions  of  the parties  at the time of  their  executive  of  this
      Agreement.

           j.   Governing Law.      This Agreement shall  be governed by  and
      construed in accordance with the laws of the State of Texas.


                                    Secured Party:
                                    Winterstone Management Inc.


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

                                Debtor:
                                Performance Interconnect Corp.


                                By: /s/
                                    --------------------------
                                    Ed Stefanko, President