Exhibit 4.12


                               PROMISSORY NOTE


 $619,477.88                                                 October 15, 1999
                                Dallas, Texas

      FOR VALUE  RECEIVED, the undersigned  promises to pay  to the order  of
 NATIONS INVESTMENT CORP., LTD. ("Payee"), the  principal sum of Six  Hundred
 Nineteen Thousand  Four  Hundred  Seventy  Seven  and  88/100  11.5.  Debars
 ($619,477.88), with  interest on  the principal  balance from  time to  time
 remaining unpaid prior to  maturity at the rate  (the "Applicable Rate")  of
 the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest  rate
 of Interest permitted by applicable law.

      Interest shall be paid monthly during  the term of this Note, with  the
 first payment due November 15, 1999 and continuing monthly thereafter,  with
 the entire unpaid amount of principal and accrued interest shall be due  and
 payable in its entirety on January 1, 2001.  Interest on this Note shall  be
 calculated at a  daily rate  equal to 1/360  of the  annual percentage  rate
 stated above,  subject to  the provisions  hereof limiting  interest to  the
 maximum permitted by applicable law.

      This Note may be prepaid in whole or in part, at any time or from  time
 to time, without penalty or premium.

      The undersigned and all other parties now or here after liable for  the
 payment  hereof,  whether  as  endorser,  guarantor,  surety  or  otherwise,
 severally waive  demand,  presentation,  notice of  dishonor,  diligence  in
 collection, grace, notice (except  as otherwise expressly provided  herein),
 protest, notice of intent to accelerate the maturity as herein prodded,  and
 consent to  all renewals  and extensions  which  from time  to time  may  be
 granted by the  holder hereof and  to all partial  payments hereon,  whether
 before or after maturity.

      If  this  Note  is not  paid  when  due,  whether  at  maturity  or  by
 acceleration, or if it is collected  through a bankruptcy, probate or  other
 court, whether  before or  after maturity,  the  undersigned agrees  to  pay
 reasonable attorney's fees together with  all actual expenses of  litigation
 and cost of Court, incurred by the holder hereof.

      This  Note shall  be secured  by a  Security Agreement  dated June  30,
 1999.

      All  agreements between  the Maker  and the  bolder hereof  are  hereby
 expressly limited so that  in no contingency or  event whatsoever shall  the
 amount paid,  or agreed  to be  paid,  to the  holder  hereof for  the  use,
 forbearance or detention  of the  money to  be loaned  hereunder exceed  the
 maximum amount permissible under the applicable  law. In the event that  the
 maturity of  this Note  should  be accelerated  for  any reason  the  earned
 interest may  never include  more than  the maximum  amount permitted  under
 applicable law and  any unearned interest  in excess of  the maximum  amount
 permitted under  applicable law  shall be  cancelled automatically  and,  if
 theretofore paid, shall be  refunded to the undersigned  or credited to  the
 principal amount owing on this Note.  If, from any circumstances whatsoever,
 fulfillment of  any  provision  thereof at  the  time  performance  of  such
 provision shall  be due  shall involve  transcending the  limit of  validity
<PAGE>
 prescribed by  applicable  law,  then, ipso  facto,  the  obligation  to  be
 fulfilled shall be reduced to  the limit of such  validity, and if from  any
 circumstances the holder hereof  should ever receive  as interest an  amount
 that would  exceed  the highest  lawful  rate,  such amount  that  would  be
 excessive interest shall be applied to the reduction of the principal amount
 owing thereunder and  not to the  payment of interest  or if suck  excessive
 interest exceeds  the  unpaid balance  of  principal, the  excess  shall  be
 refunded to the Maker  hereof. AU sums contracted  for, charged or  received
 hereunder  for  the  use,  forbearance  of  detention  of  the  indebtedness
 evidenced hereby  shall,  to the  extent  permitted by  applicable  law,  be
 amortized, prorated, allocated and spread through the full term of this Note
 until payment in full so that  the rate of interest  on the account of  such
 indebtedness is  uniform  through the  full  term  hereof.   The  terms  and
 provision  of  this  paragraph  shall  control  and  supersede  every  other
 provision of all agreements between the undersigned and the holder hereof.

      This Note  Is issued pursuant  to the provisions  of Section  881(c) of
 the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code")  and  is
 transferable only to persons who (i) are not United States persons; and (ii)
 provide the Maker with  an executed Form W-8  on or before  the date of  the
 transfer.  This  obligation is registered  as to both  principal and  stated
 interest with the issuer,  and transfer of this  obligation may be  effected
 only by  surrender of  this instrument  to  the issuer  and either  (a)  the
 reissuance by the issuer of  this instrument to the  new holder, or (b)  the
 issuance by the issuer of  a new instrument to  the new holder. Transfer  of
 this instrument at any time by any means other than the method described  in
 this paragraph shall be deemed void  and ineffectual. This instrument  shall
 not be convertible to bearer form.

      The  Payee hereby  agrees to  provide to  the Maker,  upon request,  an
 executed Form W-8 certifying that Payee is not a U.S. person.

      This Note shall be governed  by, and construed in accordance with,  the
 laws of the State of Texas  and the United State  of America to the  extent,
 and only to the extent, that the laws of the United States of America permit
 a greater rate of interest to be contracted for, received, charged, reserved
 or taken that would otherwise  be permitted under the  laws of the State  of
 Texas. Unless changed in accordance with applicable law, the applicable rate
 ceiling under Texas law shall be the indicated rate ceiling as described  in
 Tex. Rev. Civ. State, Ann. Art. 5069-1.04(a), as amended.

                                      MAKER

                                      /s/
                                      ------------------------------
                                      Performance Interconnect Corp.
                                      By: Ed Stefanko, President