Exhibit 10.3


                         EQUIPMENT LEASE AGREEMENT


 AGREEMENT NO: 120                            EFFECTIVE DATE:       5/15/98

 MONTHLY    $6,537.22                         MODEL:1               CONCEPT I
 RENTAL:                                                            S/N  2555

 TERM OF LEASE:24 MONTHS                      INSTALLED DATE:

 UNIT PRICE:   $204,000.00


 INSTALLED AT: 1101 PAMELA DRIVE              SHIPPED DATE: TBA
               EULESS, TEXAS 76040


 This EQUIPMENT LEASE AGREEMENT made by and between EXCELLON AUTOMATION  CO.,
 a California  Corporation, having  an office  at 24751  Crenshaw  Boulevard,
 Torrance, California 90505 ("EXELLON")  and PERFORMANCE INTERCONNECT,  INC.,
 having an office  at 1101 Pamela  Drive, Euless,  Texas 76040  ("PERFORMANCE
 INTERCONNECT").

 WHEREAS PERFORMANCE  INTERCONNECT desires  to lease  certain equipment  from
 EXCELLON; WHEREAS EXCELLON lease this equipment to PERFORMANCE INTERCONNECT;
 The parties hereto agree as follows:

 I. DEFINITIONS I

  (a) Equipment shall mean the EXCELLON System leased pursuant to this  Lease
      Agreement, including the basic  unit and any  extra equipment, and  all
      repair and renewal parts installed therein.

  (b) Rent shall mean  the amount specified  above which  is the  combination
      of(l) EXCELLON's charge for exclusive availability of the Equipment  at
      all times  for  use by  PERFORMANCE  INTERCONNECT; and  (1)  EXCELLON's
      charge for servicing  and maintaining Equipment  at 100% of  EXCELLON's
      published  performance   standards(excluding   travel   time   expense.
      PERFORMANCE INTERCONNECT will pay for the travel nine expense).

  (c) Effective Date shall mean the date specified above on which this  Lease
      was accepted at EXCELLON's office by its authorized representative.

 2.   LEASE OF EQUIPMENT

  (a) Term.  Excellon  shall lease  the  Equipment for  a  term of  24 months
      specified  above,  commencing  on  the  date  of  this  agreement   and
      continuing for  the  duration of  the  Lease term,  unless  PERFORMANCE
      INTERCONNECT shall exercise the purchase option set forth in Section 10
      of this Agreement prior to such date.

  (b) Delivery Schedule.  Excellon will  ship  the Equipment  to  PERFORMANCE
      INTERCONNECT'S installation site.
<PAGE>
 3.   RENTAL PAYMENT

      PERFORMANCE INTERCONNECT shall  pay to EXCELLON  rental at the  monthly
      rate specified above.  First Rental Payment is due on June 1,  1998 and
      payable in advance  of each monthly  rental period.  Should PERFORMANCE
      INTERCONNECT fail to pay any part of the rent or any other sum required
      hereunder, Excellon shall be entitled to  assess a late charge on  such
      delinquent payment at the  lesser of ten percent  (10%) of the  highest
      legal interest rate from the date when such payment was due until paid.
      Payment received after 5 days from due date is considered late.

 4. TRANSPORTATION

     Excellon  will ship  the Equipment  to PERFORMANCE  INTERCONNECT at  the
     install site as noted above, FOB Factory, freight collect.

 5. SITE PREPARATION

     PERFORMANCE   INTERCONNECT  shall  be  responsible  for  preparing   and
     maintaining the  installation site for the Equipment in accordance  with
     EXCELLON' s specifications.

 6.  TITLE, RISK OF LOSS AND INSURANCE

   (a)     The Equipment  is  and all  times  shall remain  the  property  of
     EXCELLON.  No right, title or  interest in the  Equipment shall pass  to
     PERFORMANCE  INTERCONNECT other that  the right  to maintain  possession
     and use  of the Equipment for the full Lease term; provided that in  the
     event  PERFORMANCE  INTERCONNECT  exercised the  purchase  option,  such
     title  and interest  shall pass  to PERFORMANCE  INTERCONNECT upon  full
     payment to EXCELLON of the purchase price in cash.

   (b)     During the Lease term,  PERFORMANCE INTERCONNECT shall assume  all
     risk of  loss or damage to the Equipment, whether or not insured,  until
     the  Equipment  is  returned to  EXCELLON.  No  loss or  damage  to  the
     EQUIPMENT  at PERFORMANCE INTERCONNECT's site shall relieve  PERFORMANCE
     INTERCONNECT from  any obligation under this Lease which shall  continue
     in full force and effect

   (c)     PERFORMANCE INTERCONNECT shall keep the Equipment insured  against
     theft awl all risks of loss or damage for not less than the  replacement
     cost  of  the  Equipment and  shall  carry  public  liability  insurance
     covering the Equipment and its use.

 7. WARRANTIES AND LIMITATION OF REMEDIES

   (a)     Excellon warrants  that the  Equipment leased  hereunder shall  be
     free  from defects in  material and workmanship  in accordance with  its
     standard warranty terms.

     (1)  During  the term  of  this Lease,  Excellon  will, at  its  option,
          repair  or  replace  any  defective  Equipment  components  at   no
          additional expense or labor charges Replacement components will  be
          either reconditioned or new.  When returning defective  components,
          PERFORMANCE   INTERCONNECT   must   obtain   a   return    material
          authorization "RMA" from Excellon, and prepay any shipping costs.
<PAGE>
     (2)  The  foregoing warranties do  not extend to  any (i) disposable  or
          consumable materials supplied for use with the Equipment  including
          but  not limited to, collets,  hoses, lamps, fuses, cassettes,  and
          other  similar items, or  (ii) routine  adjustments, alignments  or
          repairs due to normal wear or tear.

     (3)  EXCELLON  shall  have  no  obligation  to  repair  or  replace  any
          Equipment  component (i)  which has  been modified  in any  respect
          without  the prior  written approval  of EXCELLON,  (ii) which  has
          been  installed, serviced or  repaired by PERFORMANCE  INTERCONNECT
          or  other  third  party  without  the  prior  written  approval  of
          EXCELLON,  (iii)   which  has  been  damaged  due  to   PERFORMANCE
          INTERCONNECT's  failure to conform  to the  site and  environmental
          conditions as specified in EXCELLON's installation  specifications,
          (iv)  which  has  been  removed  from  its  officially   designated
          location without the prior written approval of EXCELLON, (v)  which
          has  been subject  to unusual  physical or  electrical stress,  and
          (vi)  which has  been damaged or  rendered defective  by reason  of
          accident neglect, misuse, transportation, or exposure to  corrosive
          agents.

   (b)     The foregoing  warranty is  exclusive and  in  lieu of  all  other
     warranties,  whether  express  or implied  (including  any  warranty  of
     merchantability or fitness for particular purpose).

   (c)     IN NO EVENT SHALL EXCELLON BE LIABLE TO PERFORMANCE INTERCONNET OR
     OTHER  END-USER, ON THE BASIS  OF CONTRACT, NEGLIGENCE, STRICT  PRODUCTS
     LIABILITY  OROTHERWISE, FOR LOSS  OR DAMAGE TO  PROPERTY OF  PERFORMANCE
     INTERCONNECT  OR  OTHERS,  INJURY TO  PERSONS,  LOSS  OF  USE,  EXPENSES
     INVOLVING  COSTS OF  CAPITAL, LOSS  OF REVENUES  OR PROEIT,  OR FOR  ANY
     INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER

 8.   LOCATION OF EQUIPMENT

     PERFORMANCE  INTERCONNECT  shall   not  move  the  Equipment  from   the
     installed site location  without the prior written consent of  EXCELLON,
     which consent shall not be unreasonably withheld.

 9.  TAXES

     PERFORMANCE INTERCONNECT shall pay SALES TAX to EXCELLON at the rate  of
     8.25%,  and must  pay all  license and  registration fees,  assessments,
     stamp and documentary  taxes, use taxes, personal property taxes,  gross
     receipts taxes, excise taxes, ad  valorem and all other taxes and  other
     taxes  and charges,  however designated,  which  may now  or  hereafter,
     during the  term of this  Lease, be imposed  by any  government body  or
     agency  upon  this  Lease  or  the  ownership,  leasing,  rental,  sale,
     purchase, possession or use of the Equipment, if applicable.

 10. PURCHASE OPTION

   (a)     This Lease may be  canceled at any time  during the Lease term  by
     written  notification to  EXCELLON by  PERFORMANCE INTERCONNECT  of  its
     intention  to purchase the  equipment and full  payment of the  purchase
     price in cash pursuant to the terms of this paragraph 10.

   (b)     The purchase price will be the stated Unit Price of the  Equipment
     less 60% of all lease payments made by PERFORMANCE INTERCONNECT.
<PAGE>
   (c)     The Equipment warranty will  be for a period  of one year.  A full
     service  maintenance agreement will  be in effect  for the second  year,
     and is included in the purchase price.

 11. DEFAULT

     The   following  events   shall   constitute  default   by   PERFORMANCE
     INTERCONNECT under  the Lease: (a)  PERFORMANCE INTERCONNECT shall  fail
     to timely  pay rent or  any other payment  hereunder when  due and  such
     failure to pay shall continue  for 20 days after written notice  thereof
     to  PERFORMANCE  INTERCONNECT, or  (b)  PERFORMANCE  INTERCONNECT  shall
     default in  the performance  of any other  covenant of  this Lease  arid
     such default shall continue for 20 days after written notice thereof  to
     PERFORMANCE INTERCONNECT, or  (c) PERFORMANCE INTERCONNECT shall  become
     insolvent or  make an assignment  for the benefit  of creditors, or  (d)
     PERFORMANCE INTERCONNECT shall  apply for or consent to the  appointment
     of a receiver, trustee or liquidator of PERFORMANCE INTERCONNECT of  all
     or a substantial part of  the assets of PERFORMANCE INTERCONNECT, or  if
     such receiver, trust or liquidator is appointed without the  application
     or consent of PERFORMANCE  INTERCONNECT, or (e) any proceeding shall  be
     commenced or other  action taken by or against PERFORMANCE  INTERCONNECT
     under the BANKRUPTCY Act or  any other insolvency law providing for  the
     relief  of   creditors  including, without  limitation  a  petition  for
     reorganization,   arrangement   or  extension),   or   (f)   PERFORMANCE
     INTERCONNECT  shall  discontinue  its  business  or  dissolve,  sell  or
     otherwise dispose of substantially all of its assets.

 12. REMEDIES

     Upon  the occurrence of  an event  of default  EXCELLON may  immediately
     exercise,  at its  sole discretion1  any one  or more  of the  following
     remedies:  (a) by  written  notice  to  the  PERFORMANCE   INTERCONNECT,
     declare the entire unpaid rent  for the full Lease Term immediately  due
     and  payable  whereupon  such rent  shall  become  immediately  due  and
     payable without  further notice or  demand; (b)  proceed by  appropriate
     court action to  enforce performance by PERFORMANCE INTERCONNECT of  the
     applicable covenant  or to recover damages  for the breach thereof;  (c)
     sue  for  and recover  all  rent  and other  payments  then  accrued  or
     thereafter  accruing under  this Lease;  (d)  terminate this  Lease  -by
     written notice to

     PERFORMANCE   INTERCONNECT,   whereupon  all   rights   of   PERFORMANCE
     INTERCONNECT in  and to the  Equipment shall  terminate and  PERFORMANCE
     INTERCONNECT return  the Equipment to Lessor  as provided in Article  13
     hereof; or (g) pursue any other remedy at law or in equity.  PERFORMANCE
     INTERCONNECT agrees  to pay EXCELLON all  costs and expenses,  including
     reasonable attorney's fees,  incurred hereunder or enforcing any of  the
     terms and conditions of this Lease


 13. RETURN OF EQUIPMENT

     Upon expiration of the Lease  term or other termination pursuant to  the
     terms of this  Lease, PERFORMANCE INTERCONNECT shall immediately  return
     the  Equipment to  EXCELLON in  as good  a condition  as received,  less
     normal  wear  and  tear.  The  return  of  the  Equipment  shall  be, at
     PERFORMANCE  INTERCONNECT's sole  expense, and  the Equipment  shall  be
     properly crated and shipped (freight prepaid) and properly insured.
<PAGE>
 14. ENTIRE AGREEMENT; NON-WAIVER; SEVERABILITY

     This  Lease contains  the  entire agreement  and  understanding  between
     PERFORMANCE  INTERCONNECT and EXCELLON  relating to  the subject  matter
     hereof.  No Modification  of  this agreement  shall  be binding  in  the
     parties hereto unless  set forth in writing  and signed by the  parties.
     The provisions of  this Lease shall be binding  upon and shall inure  to
     the benefit  of the permitted  assigns, successors,  heirs and  personal
     representatives of PERFORMANCE INTERCONNECT.

 15. CHOICE OF LAW

     This lease  Agreement shall be governed  by and construed in  accordance
     with the laws of California.

 16. UCC FILINGS

     PERFORMANCE  INTERCONNECT  shall  execute  or  obtain  and  deliver   to
     EXCELLON,   upon  EXCELLON's   request,  such   instruments,   financing
     statements  and assurances,  including  without limitation,  waivers  of
     interest of owners or mortgages of real estate upon which the  Equipment
     is   located,  ad   Excellon   deems  necessary   or   advisable   forte
     confirmation, protection or  perfection of this lease EXCELLON's  rights
     hereunder.

 IN WITNESS WHEREOF,  the parties  hereto have  caused this  Agreement to  he
 executed by their duly authorized representatives.


 ACCEPTED AND AGREED TO:


 EXCELLON AUTOMATION CO.             PERFORMANCE INTERCONNECT, INC.



 BY _______________________          BY: /s/
     GERARD J. MITSCH                    --------------------------

      TITLE: CONTROLLER                  TITLE:

 DATE:______________________             DATE: 5-11-98



<PAGE>

                    [ PURCHASE ORDER 26975 APPEARS HERE ]