Exhibit 10.10


  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 CORPORAT1ON,  THE PAYEE OF  THIS
  NOTE AND THE OTHER PARTIES NAMED THEREIN.



                               PROMISSORY NOTE
                                                        Bensenville, Illinois
  $773,479                                                     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
   Seven hundred and  seventy three  thousand four  hundred and  seventy-nine
   Dollars  ($773,479)  in  nine  equal  monthly  principal  installments  of
   $85,942, payable on the first day  of each month, commencing with July  1,
   1999.  Nor  withstanding the  foregoing sentence,  (i) in  the event  that
   BUYER purchases the Facility (as defined  in the Agreement) in  accordance
   with the provisions of the Lease (as defined in the Agreement (as  defined
   below))  on  or  before  June  25,  1999,  the  unpaid  principal   amount
   outstanding shall be  payable in equal  monthly principal installments  of
   $75,000, payable  on the  first day  of each  month, commencing  with  the
   first month following  the month  of the closing  of the  purchase of  the
   Facility, until  all obligations  hereunder have  been paid  in full;  and
   (ii) in the  event that BUYER  purchases the Facility  in accordance  with
   the provisions  of  the  Lease  after  June 25,  1999  but  prior  to  the
   September 25,  1999,  the unpaid  principal  amount outstanding  shall  be
   payable in equal  monthly principal installments  of $100,000, payable  on
   the first day  of each month,  commencing with the  first month  following
   the closing  of  the  purchase of  the  Facility,  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 cc 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.
<PAGE>
     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  March 15,  1999 executed  by Performance  Interconnect
 Corp. ("PIC") in favor of PC DYNAMICS.

      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 to 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 not 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.
<PAGE>
      (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.

      (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;
<PAGE>
        (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 not  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 filed  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

        (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 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.
<PAGE>
      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 may 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.

                          PC DYNAMICS OF TEXAS, INC.

                                   /s/
                          By: __________________________________________
                          Title: _________________________________________

                          Address:

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