Exhibit 4.4

                          Winterstone Management, Inc.
                              10911 Petal Street
                                  Suite 105
                             Dallas, Texas 75238
                                (214) 503-0146
                              Fax (214) 503-8607
 October 9, 1998


 Mr. Ed Stefanko
 Performance Interconnect Corp
 1101 Pamela Dr.
 Euless, TX 76040

 Dear Mr. Stefanko:

 Pursuant to  the Letter  of  Intent dated  August  28, 1998,  principal  and
 accrued interest  as of  April 30,  1998  on the  following notes  shall  be
 converted to Preferred Stock:


 1.   Winterstone Management Inc.        $  600,000
 2.   Associates Funding Group Inc.         100,000
 3.   BC&Q Corp                           1,000,000
 4.   Touchstone Enterprises Inc.           630,000
                                          ---------
                                         $2,330,000
                                          =========

 Preferred shares shall be designated as "Series A Preferred Stock"  pursuant
 to the attached "Description  of Series A Preferred  Stock" and, subject  to
 the terms  of the  August 28,  1998 Letter  of Intent,  shall be  issued  as
 follows:


 BC&Q Corp                                    1,724
 Winterstone Management Inc.                     84
 Associates Funding Group                        14
 Touchstone Enterprises Inc.                    630
                                              -----
                                              2,452
                                              =====


 The  shares  and  debt  shall  be  treated  as if the shares had been issued
 April 30, 1998.

                                              Winterstone Management Inc.

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

<PAGE>

 Mr. Ed Stefanko October 9, 1998

 Page 2




                                              Associates Funding Group Inc.

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



                                              BC&Q Corp.

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



                                              Touchstone Enterprises Inc.

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



                                              Performance Interconnect Inc.

                                              /s/
                                              --------------------------
                                              Ed Stefanko, President




<PAGE>
                   DESCRIPTION OF SERIES A PREFERRED STOCK
                   ---------------------------------------

 Designation of Series A Preferred
 ---------------------------------

      Pursuant to the authority expressly granted to and vested in the  Board
 of Directors of this  Corporation in accordance with  the provisions of  its
 Articles at Incorporation, a series of Preferred Stock, with a par value  of
 $10.00 per share. of the Corporation be end hereby is established and  given
 the distinctive designation of "Series A Preferred Stock, $10.00 par  value"
 (the Series A Preferred). This Series is to consist of 3000 shares; of which
 the rights and  preferences and  relative participating.  optional or  other
 special rights, and the qualifications, limitations or restrictions of  such
 rights and preferences shall be as follows

      1.   Dividends.  The  holders of Series A  Preferred shall be  entitled
 to receive when and as declared by the  Board of Directors out of the  funds
 of the Corporation, legally available therefor, and the Corporation shall be
 bound to  pay thereon,  payable in  cash only,  from said  proceeds, at  the
 annual rate of six percent (6%) of the liquidation value per annum per share
 of Series A Preferred.   Such dividends shall be  paid in preference to  the
 holders of  any other  class of  capital  stock, or  series thereon.    Such
 dividends shall commence to accrue  on the date any  shares of the Series  A
 Preferred are first issued and become outstanding and shall be  available to
 holders of record on the record date as  fixed by the board of directors  of
 the Corporation.  Such dividends shall be cumulative, so that if at anytime,
 dividends upon the outstanding Series A  Preferred shall not have been  paid
 or declared and a sum sufficient for the payment thereof set apart  for such
 Description of payment, the amount of the deficiency shall accrue and  shall
 bear dividends at  the annual rate  of six percent  (6%) per  annum  and the
 aggregate deficiency  shall  be fully  paid,  or dividends  in  such  amount
 declared and a  sum sufficient for  the payment thereof  set apart for  such
 payment, for all prior periods before any sum  or sums shall be paid or  set
 aside as dividends for any other class, or series thereof, of capital  stock
 of the corporation.   If  the dividend  on the  Series A  Preferred for  any
 dividend period shall  not have been  paid or set  apart in  full, no  asset
 which is by law available for the payment of dividends shall be paid or  set
 aside for the purchase or redemption of  any class of capital stock, or  any
 series thereof, of the corporation.

      2.   Voting Rights.  The Series A Preferred shall not have the right to
 vote on any or all matters that the holders of Common Stock are entitled  to
 vote on.
<PAGE>
      3.   Redemption.

           a. Subject  to  the other  provisions  of  this  Paragraph  3  and
      applicable law,  the corporation  shall  have the  right, but  not  the
      obligation, to redeem  the Series A  Preferred at any  time at a  price
      equal to the liquidation value.

                 i.  If any such notice of  redemption shall  have been  duly
                 given or if the Corporation shall have granted to a bank  or
                 trust company an irrevocable written authorization  promptly
                 to give or complete such notice  and pay all amounts due  to
                 holders of shares (as evidenced by a list of holders of such
                 shares certified by the president or a vice president and by
                 the secretary or an assistant secretary of the  Corporation)
                 called for redemption  and if, on  or before the  redemption
                 date  specified  therein,  all  funds  necessary  for   such
                 redemption (including an amount equal to the accumulated and
                 unpaid dividends thereon to  the date fixed for  redemption)
                 shall have been deposited by the Corporation with such  bank
                 or trust company designated in such notice, in trust for the
                 pro rata benefit of the holders of the shares so called  for
                 redemption, then, notwithstanding  that any certificate  for
                 shares  so  called  for  redemption  shall  not  have   been
                 surrendered for  cancellation, from  and after  the time  of
                 such deposit (or from and after the redemption date if  such
                 notice shall fail to state the holders of the shares  called
                 for redemption  may receive  their Redemption  Price at  any
                 time after such deposit), all  shares with respect to  which
                 such deposit shall have been made shall no longer be  deemed
                 to be outstanding and all rights with respect to such shares
                 shall cease  and  terminate, except  for  the right  of  the
                 holders of  the  certificates, upon  surrender  thereof,  to
                 receive the Redemption Price out of the funds so  deposited,
                 without interest.  Any interest accrued on such funds  shall
                 be paid to the Corporation from time to time.

           b. The  Corporation  has  assigned   a  secured  interest  and   a
      perfected lien position on  all assets of the  corporation in order  to
      secure the redemption of the  Series A Preferred Stock.  This  security
      interest is not subordinated to any other class or series of stock.

           c. If the Corporation shall fail to redeem the Series A  Preferred
      as set  forth  in  Paragraph 3  herein,  the  holder of  the  Series  A
      Preferred Stock shall  have a right  to notify the  Corporation of  its
      intent to foreclose on  its security interest in  the assets after  the
      notice time  period legally  required by  the appropriate  jurisdiction
      for  the asset  classification  intended  to  be  foreclosed.  Proceeds
      remaining after the  foreclosure sale and  related expenses  (including
      attorney's fees) shall be  distributed to the holders  of the Series  A
      Preferred Stock pro-rata in accordance  with the number of shares  held
      by each. After payment in full to the holders of Series A Preferred  of
      the amount distributable  to them as  herein provided,  the excess,  if
      any, shall be remitted to the corporation.

           d. Any  shares  of  Series  A  Preferred  redeemed,  purchased  or
      otherwise acquired by the Corporation shall be deemed canceled and  may
      thereafter be reissued  as Series A  Preferred or any  other series  of
      Preferred Stock at a par value set by the Board of Directors.
<PAGE>
      4.   Conversion   No holder of Series A Preferred  shall have the right
 to convert the shares of Series A  Preferred held by such holder into  fully
 paid and nonassessable shares of Common Stock of the Corporation.

      5.  Priority in Event of Dissolution and Liquidation or Sale of Assets.

           a. Subject to the remaining provision of this Paragraph 5, in  the
      event of any  sale of all  or substantially all  of the  assets of  the
      Corporation or  any  liquidation,  dissolution or  winding  up  of  the
      affairs  of  the  Corporation,   whether  voluntary  or  otherwise   (a
      "Liquidating Event"),  after payment or  provision for  payment of  the
      debts and other liabilities of  the corporation, the holders of  Series
      A Preferred  shall be entitled  to receive,  out of  the remaining  net
      assets of the Corporation, an  amount equal to $2,000.00 in cash,  plus
      all accumulated  but unpaid  dividends (the  "Liquidation Value"),  for
      each outstanding share of Series  A Preferred, before any  distribution
      or payment  shall  be  made to  the  holders  of Common  Stock  of  the
      corporation.  Upon the occurrence  of any Liquidating Event, and  after
      payment or provisions for  payment of the  debts and other  liabilities
      of the  Corporation, if  the assets  of the  Corporation available  for
      distribution  to shareholders  shall  be  insufficient  to  permit  the
      payment to the holders of Series A Preferred of an amount equal to  the
      Liquidation Value  per share,  then. all  the remaining  assets of  the
      Corporation shall be distributed ratably among the holders of Series  A
      Preferred then outstanding according  to the number  of shares held  by
      each. After payment in  full to the holders  of Series A. Preferred  of
      the amount distributable  to them as  herein provided,  the holders  of
      any other junior capital stock  shall be entitled, to the exclusion  of
      the holders of Series  A Preferred, to share  ratably in the  remaining
      assets of the Corporation in accordance with their respective rights.

           b. Neither the  consolidation nor merger  of the corporation  with
      or into any other corporation  shall be deemed to be  a sale of all  or
      substantially all of the  assets of the  Corporation or a  liquidation,
      dissolution or winding up  of the affairs  of the Corporation.  whether
      voluntary or otherwise, within the meaning of this Paragraph 5.

           c. No provision of this Paragraph 5 shall in any manner, prior  to
      any sale of all or substantially  all of the assets of the  corporation
      or any liquidation,  dissolution or winding  up df the  affairs of  the
      Corporation, whether voluntary or otherwise create or be considered  or
      deemed to create any  restriction upon the  surplus of the  Corporation
      or prohibit  the payment  of  dividends on  the  capital stock  of  the
      corporation out  of  the funds  of  the Corporation  legally  available
      therefor, nor  shall any  such  restriction or  prohibition be  in  any
      manner implied from the provisions of this Paragraph 5.
<PAGE>
      6.  Shareholders Agreement.  The  Series A Preferred Shareholders shall
 notify the Corporation of any proposed transfer  of  the  Series A Preferred
 stock and shall give the Corporation a right of first refusal  on a proposed
 transfer of the Series A Preferred.

           a.  Notice  of  transfer  of  Series A Preferred shall be given by
      mailing such notice not less than twenty  (20) nor more than fifty (50)
      days  prior  to  the  date  fixed  for  such  proposed  transfer to the
      Corporation  of  shares  of  Series A Preferred to be  so  transferred,
      by  first  class  mail,  postage  prepaid.   If  less  than  all of the
      outstanding Series A Preferred is to  be  transferred,  the  redemption
      may be made pro rata, by lot  or  in such other equitable manner as may
      be prescribed by resolution of the Board of directors.

                 i.  Subject to the foregoing and to the provisions contained
                 in this  Paragraph 6, the Board of directors shall have full
                 power and authority to  prescribe  the  terms and conditions
                 upon which Series A Preferred shall be transferred from time
                 to time.