EXHIBIT 10.6


                      EMPLOYMENT AGREEMENT - BRAD PETERS

          This Agreement, made effective as of November 30, 2004, is  entered
 into by  and  between  Integrated Performance  Systems,  Inc.,  a  New  York
 corporation (the "Company"), and Brad Peters (the "Employee").

          WHEREAS, Employee  is a  key employee  of the  Company and  Company
 wishes to continue to retain Employee's services;

          WHEREAS, the Company desires  to employ the  Employee as its  Chief
 Financial Officer in  accordance with  the following  terms, conditions  and
 provisions; and

          WHEREAS, the  Employee desires  to perform  such services  for  the
 Company,  all  in  accordance  with  the  following  terms,  conditions  and
 provisions; and

          WHEREAS, at some time the  Employee may contemplate retiring,  with
 the approval of  the Company's Board  of Directors (the  "Board"), upon  the
 completion of his services under this  Agreement,  whether at the end of the
 term hereof or at the end  of or during any  extension term hereof,  and the
 parties wish  to  set  forth  an agreement  relating  to  such  an  approved
 retirement;

          NOW THEREFORE,  in consideration  of  the mutual  covenants  herein
 contained, it is agreed as follows:

 1.       EMPLOYMENT AND DUTIES.

    The  Company hereby  employs Employee,  and Employee  hereby accepts  and
    agrees to serve  the Company as Chief Financial Officer, consistent  with
    the job description for this position, and with duties subject to  review
    and  modification from time  to time at  the direction  of the  Company's
    Board.   The  Employee   shall  apply   his  best   efforts  and   devote
    substantially  all of  his working time  and attention  to the  Company's
    affairs.

 2.       TERM.

    The  term  of  this  Agreement  and  Employee's  employment  under   this
    Agreement  shall  commence  on  December  1,  2004,  and  shall  continue
    thereafter  for  a  period of  two  years.  Upon the  expiration  of  the
    original  term  of this  Agreement,  this Agreement  shall  automatically
    renew for successive  one-year terms, subject to termination as  provided
    in Section 7 below.

    During the term of this Agreement, including any extension term  thereof,
    the Employee or  the Board may initiate discussions regarding  Employee's
    retirement from his  position as Chief Financial Officer of the  Company.
    When  either party wishes  to discuss Employee's  retirement, they  shall
    provide  sufficient  advance   notice  to  the  other  party  so  as   to
    accommodate both  Employee's and the Company's requirements for  planning
    and transition. In  any event, Employee shall give the Board at least  60
    days advance notice of a date on which Employee would like to retire.  In
    discussions  regarding  Employee's  retirement, Employee  and  the  Board
    shall  discuss and  attempt to  agree upon  various matters  relating  to
    Employee's retirement, including transition arrangements for the  benefit
    of Employee and  the Company, consulting or other services, if any,  from
    the  Employee after  retirement,  and the  proposed date  for  Employee's
    retirement.  (Hereinafter,  Employee's  retirement that has  been  agreed
    upon by  the Board and Employee is referred  to as the "Retirement",  and
    the date which  has been agreed upon by the Company and Employee for  his
    Retirement is referred to as the "Retirement Date").

 3.       COMPENSATION.

          The Company shall compensate  the Employee for  his services as  an
    employee hereunder at the following salary, bonus, and benefits:

     A.      Base Salary.

        The  Employee shall  be  paid a  base  salary of  $85,000  per  year,
        payable on the Company's normal  payroll cycle. This  base salary  is
        the minimum  salary during  the term of  this Agreement,  and may  be
        increased  from  time  to  time  at  the  discretion  of  the  Board.
        Employee shall receive an annual performance review, and,  contingent
        upon satisfactory review  results, shall be eligible for increase  of
        such base salary at the direction of the Board.

     B.      Stock Options.

        The Employee shall have the opportunity to obtain stock options  over
        the term of this Agreement.   Employee shall be eligible for a  grant
        of up  to one hundred thousand  options (100,000) on Company  shares.
        Fifty percent (50%) of such  options shall vest at the expiration  of
        one  year  from  the effective  date  noted  above,  unless  Employee
        voluntarily resigns  his position with  the Company  or is  dismissed
        for cause  prior to  that time.   The remaining  fifty percent  (50%)
        shall vest at the expiration  of the term of this original  Agreement
        two  years from  the  effective  date noted  above,  unless  Employee
        voluntarily resigns  his position with  the Company  or is  dismissed
        for  cause  prior  to  that  time.  Such options  shall  be  cashless
        exercise options.

        The merger transaction between the Company and LSC, which will take
        place immediately prior to execution of this Agreement, involves the
        transfer of control to the Company to Brad Jacoby ("Jacoby").  Under
        no circumstances shall any exercise of options pursuant to this
        Agreement or pursuant to similar agreements made with other key
        employees contemporaneously with the execution of this Agreement,
        leave Jacoby  with less than 51% control of all shares issued and
        outstanding of the Company.  To the extent the exercise of options
        granted under this Agreement creates such a situation, such exercise
        shall be void ab initio to the extent it violates the above-
        referenced control requirement.

     C.      Employee Benefits Plans.

        For the  term of this  Agreement, Company shall  pay for health  care
        coverage for Employee and his family in accordance with the terms  of
        the health care coverage provided to all employees.

        The Employee shall be entitled to participate in any and all  Company
        employee   benefit  plans,   in  accordance   with  the   eligibility
        requirements and other terms and provisions of such plan or plans.

     D.      Insurance.

        The  Employee agrees  that  the Company,  at  the discretion  of  its
        Board, may apply  for and procure on  its own behalf, life  insurance
        on  the life  of the  Employee,  for the  purpose of  protecting  the
        Company against  loss caused by the  death of the Employee  (commonly
        referred to  as "Key" insurance).  Employee agrees  to cooperate  and
        submit  to  medical  examinations, and  to  execute  or  deliver  any
        documentation reasonably required  by the Company's insurer in  order
        to effectuate such insurance.

 4.       VACATIONS AND TIME OFF.

    The Employee  shall be entitled to three weeks  of paid vacation in  each
    year of employment  under the terms of this Agreement, without  reduction
    of salary.  Unused vacation time may be carried  over to future years  of
    employment,  consistent with Company  policy affecting  use by  executive
    employees  of employee  vacation  time. In  addition, Employee  shall  be
    entitled  to  such  additional  time  off  from  work,  without  loss  of
    compensation,  for  attendance  at  professional  meetings,  conventions,
    approved "other business activities", as per Section 12, and  educational
    courses  in  accordance  with the  Company's  general  policies  in  this
    regard,  and as from time  to time determined by  its Board.  This  three
    weeks  will accrue as of  January 1, 2005, and  renew on a  calendar-year
    basis every January  1 during the term of this Agreement, or as  extended
    under Section 2 above.

 5.       EXPENSES.

    The Company will  reimburse Employee for reasonable expenses incurred  by
    the Employee  in connection with the  business of the Company,  according
    to  policies  promulgated  from time  to  time  by the  Board,  and  upon
    presentation   by  Employee  of   appropriate  substantiation  for   such
    expenses.

 6.       DISABILITY.

    For purposes of this Section 6, "Disability Leave of Absence" shall  mean
    the period during which Employee is disabled prior to termination of  his
    employment under  the terms of this  Agreement. The Company agrees  that,
    if  Employee's employment  is  terminated during  a Disability  Leave  of
    Absence,  Employee may  continue to  receive Employer's  group  insurance
    health  plan  coverage by  compliance  with  and as  provided  under  the
    provisions  of   the  Consolidated  Omnibus  Budget  Reconciliation   Act
    ("COBRA").

    For  purposes of  this  Agreement, Employee  shall  be considered  to  be
    totally  disabled when he is  considered to be as  such by any  insurance
    company  used by  the  Company to  provide  disability benefits  for  the
    Employee, and Employee  shall continue to be considered totally  disabled
    until such insurance company ceases to recognize him as totally  disabled
    for purposes of  disability benefits. If no such disability policies  are
    in effect for the benefit of the Employee or for any reason an  insurance
    company  fails  to  make  a determination  of  the  question  of  whether
    Employee is totally disabled, Employee shall be considered to be  totally
    disabled if, because of mental or physical illness or other cause, he  is
    unable  to perform  the majority of  his usual  duties on  behalf of  the
    Company. The  existence of a total disability  of the Employee, the  date
    it commenced,  and the date it ceases, shall  be determined by the  Board
    and the Employee, under these circumstances. If the parties cannot  agree
    on  the foregoing questions  of disability, then  any such  determination
    shall be  made after examination of  Employee by medical doctor  selected
    by  the Board,  and a medical  doctor selected  by the  Employee. If  the
    medical doctors  so selected cannot agree  on the foregoing questions  of
    disability, a third  medical doctor shall be selected by the two and  the
    opinion of a majority of all three shall be binding.

 7.       TERMINATION.

    A. The employment of Employee by the  Company under this Agreement  shall
    terminate upon the occurrence of any of the following:

       1.  Mutual agreement, in writing, of the parties to terminate.

       2.  Employee's death.

       3.  Upon the expiration  of the  initial or  any renewal  term of this
       Agreement, following  written notice  at least  60 days  prior to  the
       date on  which renewal  would otherwise  occur, by  one party  to  the
       other indicating such party's intention not to renew.

       4.  At the Company's option, if Employee shall be totally disabled, as
       defined above for  a continuous period in  excess of nine months.  The
       Company's option to  terminate in such event  shall be exercised  upon
       at least 30 days prior written notice to Employee.

       5.   Termination  by the  Company  for cause.    For purpose  of  this
       provision of this Agreement, "cause" shall be defined as:

           a.  Willful failure of the  Employee to substantially perform  any
           duties reasonably required by the Company that are consistent with
           Employee's position (except as a  result of any disabling  injury,
           for which Employee has been receiving benefits under a short  term
           or long term disability program), and which is not remedied within
           30 days by Employee after receipt of written notice to Employee of
           such failure from the Company; or

           b.  The commission by Employee of any act of fraud  or  dishonesty
           which has a direct, substantial and adverse affect on the Company,
           and which is related to or in connection  with  his Employment  by
           the Company; or

           c.  The commission  by  Employee  of any  criminal  act  which  is
           punishable by sentence exceeding 90 days; or

           d.  Employee  materially   breaches  Employee's  other   covenants
           contained in  this  Agreement,  and  fails  to  cure  such  breach
           promptly  after  written  notice  thereof  to  Employee  from  the
           Company.

       6.         Termination by  Employee with Good  Reason.  "Good  Reason"
       includes any of the following:

             a.      Company's assignment to Employee of duties  inconsistent
                with Employee's position;

             b.      Other action by the Company that results in the material
                diminution  of  Employee's  position,  authority,  duties  or
                responsibilities;

            c.       Breach  of  this Employment  Agreement  by  the  Company
                (including, but  not  limited  to,  reduction  in  Employee's
                salary, bonus, long-term compensation, retirement benefits or
                welfare benefits);

            d.       Requirement that Employee maintain his home or principal
                place of business outside the Dallas metropolitan area;

            e.       Requirement  that  Employee  travel  on  business  to  a
                substantially greater extent than he  has in the past  twelve
                (12) months;

            f.       Failure  to  assign   this  Employment  Agreement  to  a
                successor employer.

          B.      Termination Payments.

                   1.      In  the event that (i) Employee's employment  with
            the  Company  is  terminated  without  cause,  or  (ii)  Employee
            terminates for Good Reason, or (iii) the Company delivers  notice
            of non-renewal of this Agreement for any renewal term, then:

            a.       Employee  shall receive  regular  pay  through  date  of
                termination, including pro-rated earned for the partial year,
                if any.

            b.      Employee shall receive payment equal to two (2) months of
                Employee's then current annualized salary, payable monthly.

            c.      Employee  shall be entitled to continue participation  in
              the healthcare coverage, life insurance  and  general  employee
              benefit plans of the Company. The Company shall for two  months
              following  the effective  date of  the termination  under  this
              Section  7.B.,  or until  Employee  becomes eligible  for  such
              insurance coverage  with another employer, continue to  provide
              such  coverage for  Employee  and his  dependents to  the  same
              extent  and  cost  the Company  is  then  providing  for  other
              employees  with  comparable  coverage  during  this   two-month
              period.

       2.   Termination by  Company Without Cause  or by  Employee  With Good
            Reason--Within   Two  Years  After  a  Change  in  Control.   For
            purposes of this provision, a  change in control will be  defined
            as follows:

            a.    When, subsequent  to the effective date of this  Agreement,
                any "person" as defined in Section 3(a)(9) of the  Securities
                Exchange Act as used  in sections 13(d)  and 14(d)   thereof,
                including a  "group"  as  defined in  Section  13(d)  of  the
                Securities Exchange  Act, but  excluding the  Company or  any
                subsidiary or parent or  any employee benefit plan  sponsored
                or maintained  by the  Company or  any subsidiary  or  parent
                (including any trustee  of such plan  acting as trustee),  or
                indirectly, becomes  the "beneficial  owner" (as  defined  in
                Rule 13d-3 under the Securities Exchange Act, as amended from
                time to  time), of  securities  of the  Company  representing
                greater than 50 (fifty) percent of the combined voting  power
                the Company's then outstanding securities; or

            b.     When, subsequent to the effective date of this  agreement,
                the individuals who,  at the end  of such period,  constitute
                the Board ("Incumbent Directors") cease for any reason  other
                than  death  to  constitute  at  least  a  majority  thereof;
                provided however that a  Director who was  not a Director  at
                the beginning of this period will be deemed to have satisfied
                the definition of "Incumbent  Director" if such Director  was
                elected by,  or with  the approval  of, at  least 60%  (sixty
                percent) of  the Directors  who then  qualified as  Incumbent
                Directors;  or

            c.      Any  sale,  lease, exchange  or  other transfer  (in  one
                transaction or a  series of related  transactions) of all  or
                substantially all  of  the  assets  of  the  Company  or  the
                approval by  the  shareholders of  the  Company of  any  such
                transaction, whichever first occurs,  or the adoption of  any
                plan or proposal  for the liquidation  or dissolution of  the
                Company.

                If, contemporaneously  with any  such change  in control,  or
                during a two year period subsequent  to a change in  control,
                Employee is terminated without cause, or Employee  terminates
                for Good Reason, the Company  shall (i) pay Employee  regular
                pay through  the  date of  termination,  including  pro-rated
                bonus for partial year; (ii) pay Employee a lump sum  payment
                equal to (A) 24 months of Employee's then current  annualized
                salary, plus (B) the aggregate annual bonus compensation paid
                for preceding two full  years or two  times the target  bonus
                for the year of termination, whichever is greater; (iii) vest
                all outstanding  stock options;  and (iv)  provide  continued
                participation  in  medical,   dental,  life  and   disability
                insurance benefits at same premium cost in effect for  active
                employees for two years.

         3.     Termination by  Company With Cause.  Upon termination of  the
            Employee by  the Company with  cause, regular  pay will  continue
            through the date  of termination, including  pro-rated bonus  for
            the partial year.

         4.     Termination by Employee Without Good Reason. Upon termination
            by the Employee  without good reason,  regular pay will  continue
            through the date  of termination, including  pro-rated bonus  for
            the partial year.

         5.      Termination  by  reason  of  death   or   disability.   Upon
            termination due to Employee's death,  or upon termination by  the
            Company under Section 7.A.4. due to Employee's disability, then:

            a.      Employee (or his designated beneficiaries in the case  of
               death)  shall  receive  regular   pay  through  the  date   of
               termination, including pro-rated bonus earned for the  partial
               year, if any.

            b.     Employee (or his designated  beneficiaries in the case  of
               death) shall  receive termination  payments in  the amount  of
               two months' base salary.

            c.      All  unvested  stock  options  held  by  Employee   shall
                immediately vest.

            d.      Employee (or  his dependents, in the  case of death)  may
                continue to receive insurance  coverage under the  provisions
                of COBRA  for the  period of  time prescribed  thereby,  upon
                payment of the cost thereof.

 8.       PAYMENT OF "PARACHUTE" TAX.

    Company  agrees to  pay to Employee  an amount  sufficient (after  taking
    into  account any such tax  on such payment) to  restore the full  amount
    payable  under  the  other terms  of  this  Employment  Agreement,  after
    application  of  excise  tax on  excess  Parachute  payments  within  the
    meaning  of Code Section  280G, including the  excise tax, penalties  and
    interest.

 9.       HEALTH BENEFITS AFTER RETIREMENT.

    Commencing  upon Employee's Retirement,  for a period  of 24 months,  the
    Company  shall  pay Employee  each  month  an amount  equal  to  $1000.00
    indexed to adjust for inflation on an annual basis each December 1,  with
    December 1,  2004,  as  the  base date.  These  amounts may  be  used  by
    Employee  to purchase an individual  health insurance policy or  policies
    for  himself and his  spouse or other  dependents, and to  pay for  other
    health and medical benefits.

 10.      COVENANT NOT TO COMPETE.

    For  purposes of this Section  10, the "Termination  Date" will mean  the
    date of Employee's termination of employment under this Agreement.

    Employee  hereby covenants  and agrees that  during the  initial and  any
    renewal term of employment under this Agreement, and for a period of  one
    year following the  Termination Date (the "Term"), Employee shall not  be
    engaged within the  United States, either directly or indirectly, in  any
    manner  or capacity, whether  as an advisor,  principal, agent,  partner,
    officer, director, employee,  member of an association, or otherwise,  in
    any  business or activity  which is competitive  with the business  being
    conducted  by  the Company  or  its  subsidiaries or  affiliates  on  the
    Termination  Date (a "Competitive Business"),  or own beneficially or  of
    record,  five percent or more  of the outstanding stock  of any class  of
    equity securities in  any corporation, other business entity or  business
    engaged in a Competitive Business.

    In  addition, during the  Term, Employee shall  not solicit, directly  or
    indirectly, any  then current employee of  the Company for employment  or
    engagement in  any capacity outside of  the Company, its subsidiaries  or
    affiliates, or solicit  any customers of the Company to change or  reduce
    in any way the amount of business that they do with the Company or to  do
    business  with  a   competitor  of  the  Company,  its  subsidiaries   or
    affiliates.

    At  the option of the  Board, the Company may  choose to extend the  Term
    for a period  of up to an additional twelve months. In consideration  for
    such  election, the Company agrees  to make payment  to the Employee  for
    such extension  the annualized salary and bonus  equal to that in  effect
    at the time of termination of Employee's employment.

    If Employee should  breach the foregoing covenants, the Company may  seek
    injunctive relief  to enforce the covenants as  well as remedies at  law.
    In addition,  all payments described in  Section 7, Termination, and  all
    payments  for health  benefits  pursuant to  Section  9 shall  cease.  In
    addition  the remaining unexercised  stock options  shall immediately  be
    cancelled  and  the  benefit plan  provisions  described  in  Section  7,
    Termination,  shall  be immediately  discontinued  except to  the  extent
    required by the provisions of COBRA.

 11.      CONFIDENTIALITY.

    Employee  will, in the  course of his  employment with  the Company  have
    access to confidential  and proprietary data or information belonging  to
    the Company. Employee will not at any time divulge or communicate to  any
    person (other  than to a person  bound by confidentiality obligations  to
    the Company similar  to those contained in this Agreement) or use to  the
    detriment  of the Company, or  for the benefit of  any other person  such
    data  or  information.  The provisions  of  this  section  shall  survive
    Employee's  employment hereunder regardless of  the cause of  termination
    of employment or this Agreement. The phrase "confidential or  proprietary
    data  or information" shall mean  information not generally available  to
    the  public,  including,  but  not  limited  to,  personnel  information,
    financial  information, customer  lists, supplier  lists, trade  secrets,
    secret  processes, computer  data and  programs, pricing,  marketing  and
    advertising data. Employee acknowledges and agrees that any  confidential
    or  proprietary information  that Employee  has already  acquired was  in
    fact  received  in  confidence  in  Employee's  fiduciary  capacity  with
    respect to the Company.

    All written materials,  records and documents made by Employer or  coming
    into Employee's  possession during the term  of employment or during  the
    provision of consulting  services by Employee in the course of  providing
    such  services,   concerning  any  product,  processes,  information   or
    services used, developed,  investigated or considered by the Company,  or
    otherwise  concerning the business  or affairs of  the Company, shall  be
    the  sole property  of the  Company and  upon termination  of  Employee's
    employment  for  any  reason,  or  upon  request  of  the  Board   during
    Employee's  employment, Employee shall promptly  deliver the same to  the
    Company. In addition,  upon termination of Employee's employment for  any
    reason,  or  upon request  of  the Board  during  Employee's  employment,
    Employee shall deliver to the Company all of the property of the  Company
    in Employee's possession or under Employee's control, including, but  not
    limited  to, financial statements, marketing  and sales data,  computers,
    and Company credit cards.

 12.      OTHER BUSINESS ACTIVITIES.

    Employee shall  not serve as an officer  of another company, whether  for
    compensation  or otherwise,  requiring more  than nominal  duties by  the
    Employee, during the term of his employment under this Agreement  without
    the express  prior written consent of the Board.  During the term of  his
    employment under this Agreement, Employee may not serve as a Director  of
    any  other organizations without  express prior written  approval by  the
    Board, such approval  not to be unreasonably withheld. In any event,  the
    activities of Employee specified on Exhibit A attached hereto are  hereby
    deemed to be approved and consented to.

 13.      INVENTIONS AND PATENTS.

    During the period of his employment hereunder, Employee agrees to  assign
    all  rights, ownership  and related  privileges and  benefits  associated
    with  inventions and  patents to the  Company. Employee  agrees that  any
    inventions  or patents  obtained in  association with  ideas or  concepts
    initiated  by Employee  during his  employment hereunder  related to  the
    Company's business are  deemed to be Company property. This includes  but
    is not limited to product ideas, changes or improvements; process  ideas,
    changes  or  improvements;  pertinent  intellectual  property,  or  other
    pertinent information.

 14.      MEDIATION.

    The  Company and the Employee  agree that prior  to commencing any  legal
    action arising  out of a dispute over  provisions in this Agreement,  the
    parties shall  first negotiate for a period of  not less than 30 days  in
    an effort  to resolve the dispute. If  these efforts are not  successful,
    then the  parties shall submit to  non-binding mediation conducted by  an
    independent  third-party mediator in  an effort to  resolve the  dispute,
    provided that such mediation must be completed with in 60 days after  the
    date  on  which   it  commences.  Thereafter,  if  the  dispute   remains
    unresolved,  either  party  may commence  legal  action  to  resolve  the
    dispute, it  being understood that, if  mutually agreed, the parties  may
    instead elect to submit the dispute to binding arbitration.

 15.      COOPERATION IN CLAIMS.

    Both during employment  and post employment, Employee agrees that in  the
    event of  a legal action against the  Company, or legal action  initiated
    by the Company against another party, in which Employee is deemed by  the
    Company  to be a  material witness or  affiant, Employee  agrees to  make
    reasonable  and  best efforts  to  cooperate  with the  Company  in  such
    matters.  If  Employee is  no  longer employed,  Company  will  reimburse
    Employee for  time and expenses incurred as  a result of cooperation  for
    this purpose.

 16.      INDEMNIFICATION.

    During  and  after  termination  of  Employee's  employment  under   this
    Employment Agreement, the  Company shall indemnify and hold harmless  the
    Employee  from liability  incurred  as a  result  of performance  of  his
    duties  as an Officer and  member of the Board,  and as a consultant,  if
    applicable, to the fullest extent permitted under Texas law. In  addition
    the Company shall use reasonable efforts to secure coverage for  Employee
    under  appropriate D&O  insurance policies,  to the  extent available  at
    reasonable cost with appropriate coverage.

 17.      NOTICES.

    All notices, requests,  demands and other communications provided for  by
    this  Agreement shall  be in writing  and shall  be deemed  to have  been
    given  when mailed at  any general or  branch United  States Post  Office
    enclosed in a certified postpaid envelope, return receipt requested,  and
    addressed to the address of the respective party stated below or to  such
    changed address as the party may have fixed by notice:

    If to the Employee:

         Brad Peters


    If to the Company:

         Corporate Counsel
         Gregory W. Mitchell
         4201 Shadybrook Ln.
         Rowlett, Texas  75088

    Any notice  of change of address shall  only be effective, however,  when
    received.

 18.      SUCCESSORS AND ASSIGNS.

    This Agreement  shall inure to the benefit of,  and be binding upon,  the
    Company, its  successors and assigns, including, without limitation,  any
    corporation which may  acquire all or substantially all of the  Company's
    assets  and business or  into which the  Company may  be consolidated  or
    merged, and the Employee, his heirs, executors, administrators and  legal
    representatives. Then Employee  may assign his right to payment, but  not
    his obligations, under this Agreement.

 19.      APPLICABLE LAW.

    This Agreement shall  be governed, enforced and construed under the  laws
    of the State of Texas.

 20.      OTHER AGREEMENTS.

    This  Agreement  supersedes  all  prior  understandings  and   agreements
    between  the parties.  It  may  not  be  amended orally,  but only  by  a
    writing signed by the parties hereto.

 21.      NON-WAIVER.

    No delay  or failure by either party in  exercising any right under  this
    Agreement,  and  no partial  or  single  exercise of  that  right,  shall
    constitute a waiver of that or any other right.

 22.      HEADINGS.

    Headings  in this Agreement  are for convenience  only and  shall not  be
    used to interpret or construe its provisions.

 23.      COUNTERPARTS.

    This  Agreement may  be executed  in two  or more  counterparts, each  of
    which  shall  be deemed  an  original but  all  of which  together  shall
    constitute one and the same instrument.


 INTEGRATED PERFORMANCE SYSTEMS, INC.

 By
       /s/ Brad Jacoby
       --------------------------------------
       Its: President


 EMPLOYEE


       /s/ Brad Jacoby
       --------------------------------------
       Brad Jacoby


<PAGE>

                              NOTICE OF EXERCISE
                              ------------------

 To:  INTEGRATED PERFORMANCE SYSTEMS, INC. (the "Company")


      (1)  The undersigned ("Holder") hereby elects to exercise its rights to
 purchase __________________________  shares  of  the  Common  Stock  of  the
 Company (the "Securities") pursuant to the terms of the attached Option, and
 tenders herewith payment of  the purchase price in  full, together with  all
 applicable transfer taxes, if any.

      (2)  Please  issue  a  certificate  or  certificates  representing  the
 Securities in the name of the undersigned Holder:


                  _______________________________
                              (Name)


                  _______________________________
                             (Address)


      (3)  With respect  to the  Securities  being purchased  hereunder,  the
 Holder makes,  as  of  the  date hereof,  all  of  the  representations  and
 warranties set forth below:

           (a)  Holder  is  aware  of  the  Company's  business  affairs  and
 financial condition  and  has  acquired  sufficient  information  about  the
 Company to  reach an  informed and  knowledgeable  decision to  acquire  the
 Securities.  Holder is purchasing these  Securities for its own account  for
 investment purposes  only and  not with  a view  to, or  for the  resale  in
 connection with, any "distribution" thereof  for purposes of the  Securities
 Act of 1933, as amended ("Securities Act").

           (b)  Holder  understands  that  the   Securities  have  not   been
 registered under the Securities  Act in reliance  upon a specific  exemption
 therefrom, which exemption depends upon, among  other things, the bona  fide
 nature of its investment  intent as expressed herein.   In this  connection,
 Holder understands  that,  in  the  view  of  the  Securities  and  Exchange
 Commission  ("SEC"),  the  statutory  basis   for  such  exemption  may   be
 unavailable if  its  representation was  predicated  solely upon  a  present
 intention to  hold these  Securities for  the minimum  capital gains  period
 specified under tax statutes, for a deferred sale, for or until an  increase
 or decrease in the market price  of the Securities, or  for a period of  one
 year or any other fixed period in the future.

           (c)  Holder further understands that  the Securities must be  held
 indefinitely unless  subsequently registered  under  the Securities  Act  or
 unless an exemption from registration is otherwise available.  In  addition,
 Holder understands  that  the  instruments or  certificates  evidencing  the
 Securities will be imprinted with a  legend which prohibits the transfer  of
 the Securities  unless  they are  registered  or such  registration  is  not
 required in the opinion of counsel for the Company.

           (d)  Holder is aware  of the provisions  of Rule 144,  promulgated
 under the Securities Act, which in substance, permits limited public  resale
 of "restricted securities" acquired, directly or indirectly, from the issuer
 thereof (or from  an affiliate  of such  issuer), in  a non-public  offering
 subject to the  satisfaction of certain  conditions, including, among  other
 things:  the availability of certain  public information about the  Company;
 the resale occurring not  less than one year  after the party has  purchased
 and paid for the securities to be sold; the sale being made through a broker
 in an unsolicited "broker's transaction" or in transactions directly with  a
 market maker (as said term is  defined under the Securities Exchange Act  of
 1934, as amended) and the amount  of securities being sold during any  three
 month period not exceeding the specified limitations stated therein.

           (e)  Holder further understands that at the time Holder wishes  to
 sell the Securities there may be no public market upon which to make such  a
 sale, and that, even if such a public market then exists the Company may not
 be satisfying the current public information  requirements of Rule 144,  and
 that, in such event, Holder could  be precluded from selling the  Securities
 under Rule  144  even  if  the one-year  minimum  holding  period  had  been
 satisfied.

           (f)  Holder further  understands  that in  the  event all  of  the
 requirements  of  Rule  144  are  not  satisfied,  registration  under   the
 Securities Act,  compliance with  Regulation A, or  some other  registration
 exemption will be required; and that, notwithstanding the fact that Rule 144
 is not  exclusive, the  Staff of  the  SEC has  expressed its  opinion  that
 persons proposing  to sell  private placement  securities  other than  in  a
 registered offering and  otherwise than  pursuant to  Rule 144  will have  a
 substantial  burden  of  proof  in  establishing  that  an  exemption   from
 registration is available for  such offers or sales,  and that such  persons
 and their respective brokers who participate  in such transactions do so  at
 their own risk.


 __________________________         ______________________________
      (Date)                             (Signature and Title)

                                    ______________________________
                                            (Name printed)