Exhibit 4.16

                           SECURED PROMISSORY NOTE
                           -----------------------

 $131,570                                                     August 12, 1998

           FOR  VALUE  RECEIVED,  PERFORMANCE  INTERCONNECT  CORP,  a   Texas
 corporation ("Borrower"),  promise to  pay to  the order  of FINOVA  CAPITAL
 CORPORATION, a Delaware corporation ("FINOVA"), at  its offices at 111  West
 40th Street, 14th Floor, New York, New York 10018, or at such other place or
 places as FINOVA may from time  to time designate in writing, the  principal
 sum  of  One  Hundred  Thirty-One  Thousand  Five  Hundred  Seventy  Dollars
 ($131,570), plus interest in  the manner and upon  the terms and  conditions
 set forth below.  This Secured Promissory Note ("Note") is made pursuant  to
 that certain Loan and Security Agreement of even date between the FINOVA and
 Borrower (the "Loan  Agreement"), the provisions  of which are  incorporated
 herein by this reference.  Capitalized terms herein, unless otherwise noted,
 shall have the meaning set forth in the Loan Agreement.

 1.0  Schedule of Payments: Rate and Payment of Interest: Prepayment.
          1.1   This Note shall be payable as follows:

           a.   Twenty-three   (23)   successive  monthly   installments   of
 principal in the amount of Two  Thousand Two Hundred Fifty Dollars  ($2,250)
 together with accrued interest thereon which payment shall be due and deemed
 fully earned by FINOVA on the  first day of each month, beginning  September
 1, 1998, and  continuing through  and including July  1, 2000,  and must  be
 received by FINOVA no later than the 20th day of each month, irrespective of
 the date of any monthly statement of account rendered by FIINOVA.

           b.   A  final installment  due and  payable on  the first  day  of
 August, 2000, in the amount of  the principal balance together with  accrued
 interest thereon remaining unpaid.

           1.2  Prepayment may  be made under this Note  in whole but not  in
 part, subject to the Termination set  forth in the Loan Agreement,  provided
 that such prepayment  is preceded by  not less than  five (5) business  days
 prior written notice  to FINOVA and  accompanied by all  accrued and  unpaid
 interest  and  the   full  amount   of  the   applicable  Termination   Fee.
 Notwithstanding anything  herein to  the contrary,  in  the event  the  Loan
 Agreement is terminated by Borrower, by FINOVA or by any other person at any
 time, then the entire unpaid principal  balance of this Note, together  with
 all accrued and unpaid interest hereon and the full amount of the applicable
 Termination Fee, shall  become immediately due  and payable in  full on  the
 effective date of such termination, without presentment, notice or demand of
 any kind.

           1.3  Interest  shall be computed  on the basis  of a 360-day  year
 for the actual number of days elapsed, and shall be at the rate of four  (4)
 percentage points above the Prime Rate (as hereinafter defined), computed on
 the basis of a  360-day year;  provided, however,  upon  the occurrence  and
 during the  continuance of  an event  of default  (as hereinafter  defined),
 interest shall accrue on the outstanding principal balance of this Note at a
 default rate (the  "Default Rate") of  six (6) percentage  points above  the
 Prime Rate, and shall be payable on demand. "Prime Rate" means, for any day,
 the rate  of interest  per annum  (over a  year of  360 days)  announced  by
<PAGE>
 Citibank, N.A. (the "Bank"), from time to  time, as its "base rate" (or  any
 successor thereto) in effect on such day.  The Prime Rate is not necessarily
 the lowest rate charged by the Bank.  As of the date of this Note, the Prime
 Rate is [TBD]  percent (__%)  per annum.   The applicable  rate of  interest
 assessed hereunder  will  be  increased  or  decreased  from  time  to  time
 hereafter in an amount equal to  any increase or decrease hereafter made  by
 the Bank in  the Prime Rate.   Notwithstanding the  foregoing, the  interest
 chargeable  hereunder shall not exceed  15  1/2% and shall not be less  than
 9 1/2% provided no  event of default has  occurred.  A  change in the  Prime
 Rate shall be effective on the first day following such change.
 2.0  Events of Defaults: Remedies.

           2.1  The  occurrence of  any  one of  the following  events  shall
 constitute a default by Borrower under  this Note (hereinafter an "Event  of
 Default"): (a)  if  Borrower  fails  to pay  to  FINOVA  an  installment  of
 principal or interest hereunder when due;  (b) if Borrower fails to pay  any
 of its Obligations (as defined in the Loan Agreement) to FINOVA when due and
 payable or declared due  and payable; (c) if  Borrower fails or neglects  to
 perform,  keep  or  observe  any  term,  provision,  covenant,  warranty  or
 representation contained in this Note or  the Loan Agreement (other than  as
 referred to  in (a)  or (b)  of this  paragraph). which  is required  to  be
 performed, kept or  observed by Borrower  or if a  default occurs under  the
 Loan Agreement; or (d) the  occurrence of a default  or an event of  default
 under any agreement, instrument or document  heretofore, now or at any  time
 or times hereafter delivered  to FINOVA by Borrower  or by any guarantor  of
 part or all of Borrower s Obligations to FINOVA.

           2.2  Upon  the occurrence of  any Event of  Default hereunder,  in
 addition to FINOVA's  right to  charge interest  on the  Obligations at  the
 Default Rate: (a) at the option of  FINOVA, the entire unpaid amount of  all
 of the Obligations, including without limitation the Termination Fee,  shall
 become immediately due and payable without  demand, notice or legal  process
 of any kind; (b) FINOVA may, at its option, without demand, notice or  legal
 process of any kind, exercise any and all rights and remedies granted to  it
 by the Loan Agreement  or by any other  agreement now or hereafter  existing
 between FINOVA and Borrower or between  FINOVA and any guarantor of part  or
 all of Borrower's liabilities  to FINOVA; and (c)  FINOVA may at its  option
 exercise from time  to time any  other fights and  remedies available to  it
 under the Uniform Commercial Code or other law of the State of Arizona.

           2.3  The  remedies of FINOVA  as provided herein  and in the  Loan
 Agreement shall be cumulative and concurrent, and may be pursued singularly,
 successively, or together,  at the  sole discretion of  FINOVA.   No act  of
 omission or  commission of  FINOVA, including  specifically any  failure  to
 exercise any fight, remedy or  recourse, shall be deemed  to be a waiver  or
 release of the same, such  waiver or release to  be effected only through  a
 written document executed by FINOVA and then only to the extent specifically
 recited therein.  A waiver or release with reference to any one event  shall
 not be construed as continuing, as a bar to,  or as a waiver or release  of,
 any subsequent right, remedy or recourse as to a subsequent event.

<PAGE>
 3.0  General Provisions.

           3.1  Borrower warrants and represents to FINOVA that Borrower  has
 used and will  continue to use  the loans and  advances represented by  this
 Note solely for proper business purposes, and consistent with all applicable
 laws and statutes.

           3.2  This Note is secured by the Collateral described in  Schedule
 "A" attached hereto, and is further  secured by the Collateral described  in
 the Loan Agreement.

           3.3  Borrower  waives presentment, demand  and protest, notice  of
 protest, notice  of  presentment  and  all  other  notices  and  demands  in
 connection with  the enforcement  of FINOVA's  rights hereunder,  except  as
 specifically provided and called for by  this Note, and hereby consents  to,
 and waives  notice  of, the  release,  addition, or  substitution,  with  or
 without consideration, of any collateral or of any person liable for payment
 of this  Note.   Any  failure  of FINOVA  to  exercise any  right  available
 hereunder or otherwise shall not  be construed as a  waiver of the right  to
 exercise the same or as a waiver of any other right at any other time.
           3.4  If this Note  is not paid when due or upon the occurrence  of
 an Event  of  Default,  Borrower  further  promises  to  pay  all  costs  of
 collection,  foreclosure  fees,  attorneys  fees  and  expert  witness  fees
 incurred by FINOVA, whether or not suit is filed hereon, and the fees, costs
 and expenses as provided in the Loan Agreement.

           3.5  The contracted for rate of interest of the loan  contemplated
 hereby, without limitation, shall consist of the following: (i) the interest
 rate set forth  on the  Schedule, calculated  and applied  to the  principal
 balance of this Note  in accordance with the  provisions of this Note:  (ii)
 interest after an Event  of Default, calculated and  applied to the  amounts
 due under this Note in accordance with the provisions hereof; and (iii)  all
 Additional Sums  (as herein  defined), if  any. Borrower  agrees to  pay  an
 effective contracted for  rate of interest  which is the  sum of the  above-
 referenced elements.  All examination  fees, attorneys fees, expert  witness
 fees, letter  of  credit fees,  collateral  monitoring fees,  closing  fees,
 facility fees, Termination  Fees, Minimum Interest  Charges, other  charges,
 goods, things in action or any other sums or things of value paid or payable
 by Borrower (collectively, the "Additional Sums"), whether pursuant to  this
 Note, the Loan Agreement  or any other documents  or instruments in any  way
 pertaining to this lending  transaction, or otherwise  with respect to  this
 lending transaction,  that under  any applicable  law may  be deemed  to  be
 interest with respect to  this lending transaction, for  the purpose of  any
 applicable law that may limit the  maximum amount of interest to be  charged
 with respect to this lending transaction,  shall be payable by Borrower  as,
 and shall be deemed to be,  additional interest and for such purposes  only,
 the agreed  upon  and "contacted  for  rate  of interest"  of  this  lending
 transaction shall  be  deemed  to  be increased  by  the  rate  of  interest
 resulting from the inclusion of the Additional Sums,

           3.6  It is the intent of the parties to comply with the usury  law
 of the State of  Arizona (the "Applicable Usury  Law").  Accordingly, it  is
 agreed that notwithstanding any provisions to the contrary in this Note,  or
 in any  of  the documents  securing  payment hereof  or  otherwise  relating
 hereto, in no event shall this Note or such documents require the payment or
 permit the collection of  interest in excess of  the maximum Interest  Rate,
 then in any such event (1) the provisions of the paragraph shall govern  and
 control, (2)  neither  Borrower  nor  any other  person  or  entity  now  or
<PAGE>
 hereafter liable for the payment hereof shall be obligated to pay the amount
 of such interest to the extent that it is in excess of the Maximum  Interest
 Rate, (3) any  such excess  which may have  been collected  shall be  either
 applied as  a credit  against the  then unpaid  principal amount  hereof  or
 refunded to Borrower,  at FINOVA's  option, and  (4) the  effective rate  of
 interest shall be automatically reduced to the Maximum Interest Rate.  It is
 further agreed, without limiting  the generality of  the foregoing, that  to
 the extent permitted by  the Applicable Usury Law;  (x) all calculations  of
 interest which are  made for the  purpose of determining  whether such  rate
 would exceed  the  Maximum  Interest  Rate  shall  be  made  by  amortizing,
 prorating, allocating and  spreading during the  period of  the full  stated
 term of the loan evidenced hereby, all interest at any time contracted  for,
 charged or received from Borrower or otherwise in connection with such loan;
 and (y) in the event that the effective rate of interest on the loan  should
 at any time  exceed the  Maximum Interest  Rate, such  excess interest  that
 would otherwise have been collected had there been no ceiling imposed by the
 Applicable Usury Law shall be paid to FINOVA from time to time, if and  when
 the effective interest  rate on the  loan otherwise fall  below the  Maximum
 Interest Rate, until  the entire amount  of interest  which would  otherwise
 have been collected  had there  been no  ceiling imposed  by the  Applicable
 Usury Law has been paid  in full.  Borrower  further agrees that should  the
 Maximum Interest Rate be increased at any time hereafter because of a change
 in the  Applicable Usury  Law, then  to  the extent  not prohibited  by  the
 Applicable Usury  Law,  such  increases  shall  apply  to  all  indebtedness
 evidenced hereby regardless of when incurred;  but, again to the extent  not
 prohibited by the Applicable Usury Law, should the maximum Interest Rate  be
 decreased because of a  change in the Applicable  Usury Law, such  decreases
 shall not  apply to  the indebtedness  evidenced hereby  regardless of  when
 incurred.

           3.7  FINOVA  may  at any  time  transfer this  Note  and  FINOVA's
 rights in any or  all collateral securing this  Note, and FINOVA  thereafter
 shall be relieved from all liability with respect to such collateral arising
 after the date of such transfer.

           3.8  This  Note  shall be  binding  upon Borrower  and  its  legal
 representatives, successors and assigns.  Wherever possible, each  provision
 of this Note  shall be interpreted  in such manner  as to  be effective  and
 valid under  applicable law,  but if  any  provision of  the Note  shall  be
 prohibited by or invalid under such law, such provision shall be  severable,
 and be ineffective to the extent of such prohibition or invalidity,  without
 invalidating the remaining provision of this Note.

           THIS NOTE HAS BEEN DELIVERED FOR ACCEPTANCE BY FINOVA IN  PHOENIX,
 ARIZONA  AND SHALL  BE GOVERNED  BY  AND CONSTRUED  IN ACCORDANCE  WITH  THE
 INTERNAL LAWS (AS OPPOSED  TO THE CONFLICTS OF LAW PROVISIONS) OF THE  STATE
 OF  ARIZONA, AS THE  SAME MAY  FROM TIME TO  TIME BE  IN EFFECT,  INCLUDING,
 WITHOUT  LIMITATION, THE  UNIFORM  COMMERCIAL CODE  AS ADOPTED  IN  ARIZONA.
 BORROWER HEREBY (i) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE  OR
 FEDERAL  COURT  LOCATED IN  MARICOPA  COUNTY,  ARIZONA OVER  ANY  ACTION  OR
 PROCEEDING TO ENFORCE OR  DEFEND ANY MATTER ARISING FROM OR RELATED TO  THIS
 NOTE; (ii)  WAIVES PERSONAL SERVICE  OF ANY AND  ALL PROCESS UPON  BORROWER,
 AND  CONSENTS  THAT  ALL  SUCH SERVICE  OF  PROCESS  BE  MADE  BY  MESSENGEW
 CERTIFIED MAIL OR REGISTERED  MAIL DIRECTED TO BORROWER  AT THE ADDRESS  SET
 FORTH BELOW  AND SERVICE SO MADE  SHALL BE DEEMED TO  BE COMPLETED UPON  THE
<PAGE>
 EARLIER OF ACTUAL RECEIPT  OR THREE (3) DAYS AFTER THE SAME SHALL HAVE  BEEN
 POSTED  TO BORROWER'S  ADDRESS;  (iii) IRREVOCABLY  WAIVES, TO  THE  FULLEST
 EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT  FORUM
 TO  THE MAINTENANCE OF  ANY SUCH ACTION  OR PROCEEDING; (iv)  AGREES THAT  A
 FINAL  JUDGMENT  IN ANY SUCH  ACTION OR PROCEEDING  SHALL BE CONCLUSIVE  AND
 MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN  ANY
 OTHER MANNER PROVIDED BY  LAW; (v) AGREES NOT TO INSTITUTE ANY LEGAL  ACTION
 OR  PROCEEDING  AGAINST  FINOVA OR  ANY  OF  FINOVA'S  DIRECTORS,  OFFICERS,
 EMPLOYEES,  AGENTS OR  PROPERTY, CONCERNING  ANY MATTER  ARISING OUT  OF  OR
 RELATING  TO THIS  NOTE IN  ANY COURT  OTHER THAN  ONE LOCATED  IN  MARICOPA
 COUNTY, ARIZONA;  AND (vi) IRREVOCABLY WAIVES ANY RIGHT  TO A TRIAL BY  JURY
 IN  ANY ACTION ARISING  UNDER OR IN  CONNECTION WITH THIS  NOTE. NOTHING  IN
 THIS PARAGRAPH SHALL AFFECT OR IMPAIR FINOVA'S RIGHT TO SERVE LEGAL  PROCESS
 IN  ANY MANNER PERMITTED  BY LAW OR  FINOVA'S RIGHT TO  BRING ANY ACTION  OR
 PROCEEDING  AGAINST BORROWER  OR BORROWERS  PROPERTY IN  THE COURTS  OF  ANY
 OTHER JURISDICTION.

                                PERFORMANCE INTERCONNECT CORP
                                a Texas corporation


                                By: /s/
                                    -----------------------------
                                    Edward P. Stefanko, President

                                                       "Borrower"

                                 Federal Taxpayer Identification
                                 Number:  75-2681440
                                 Address: 1101 Pamela Drive
                                          Euless, Texas 76040