EXHIBIT 10.13

                             SECURITY AGREEMENT #1
                               (this "Agreement")

   Principal Amount : $200,000                              November 24, 2004

       Secured Party:                          Debtor:
       -------------                           ------

 BRAD JACOBY                        INTEGRATED PERFORMANCE SYSTEMS, INC.
 hereinafter, ("Secured Party")     (collectively hereinafter "Debtor")



 1. For value received, Debtor hereby grants to Secured Party a security
 interest in the following Collateral, as that term is hereinafter defined:

   (i)  All of the stock of Best Circuit Boards, Inc.;

   (ii) Any and all inventory, capital assets, accounts, accounts receivable,
   receivables,  contract  rights,   book  debts,   checks,  notes,   drafts,
   instruments, chattel paper,  acceptances, choses  in action,  any and  all
   amounts due  to Debtor  or other  forms  of obligations  and  receivables,
   whether now existing or hereafter arising  out of the business of  Debtor,
   as well as any and all of the cash or non-cash proceeds resulting from all
   of the foregoing;

   (iii)  Any  and  all  equipment,  furniture,  furnishings,  and  fixtures,
   including, without  limitation,  all  accessories  and  appurtenances  to,
   renewals or replacements of or substitutions for any of the foregoing;

   (iv) Any  and  all  copyright rights,  copyright  applications,  copyright
   registrations  and  like  protections  in  each  work  or  authorship  and
   derivative work thereof, whether published  or unpublished and whether  or
   not the same also constitutes a  trade secret, now or hereafter  existing,
   created, acquired or held (collectively, the "Copyrights");

   (v) Any  and all  trade secrets,  and any  and all  intellectual  property
   rights  in  computer  software  and  computer  software  products  now  or
   hereafter existing, created, acquired or held;

   (vi) Any and all design rights which may be available to Debtor now or
   hereafter existing, created, acquired or held;

   (vii) All  patents, patent  applications and  like protections  including,
   without  limitation,  improvements,  divisions,  continuations,  renewals,
   reissues, extensions and continuations-in-part of the same,

   (viii) Any trademark  and servicemark rights,  whether registered or  not,
   applications  to  register   and  registrations  of  the  same  and   like
   protections, and the entire  goodwill of the business of Debtor  connected
   with and symbolized by such trademarks (collectively, the "Trademarks");

   (ix)  Any and all claims  for damages by way  of past, present and  future
   infringement  of any  of the rights  included above, with  the right,  but
   not the obligation, to sue for  and  collect such damages for said use  or
   infringement of the intellectual property rights identified above;

   (x) All licenses or other rights to use any of the Copyrights, Patents or
   Trademarks, and all license fees and royalties arising from such use to
   the extent permitted by such license or rights;

   (xi)  All amendment, renewals and extensions of any of the Copyrights,
   Trademarks or Patents; and

   (xii) All proceeds and products of the foregoing, including, without
   limitation all payments under insurance or any indemnity or warranty
   payable in respect of any of the foregoing (all of (i) through and
   including (xi) above are referred to collectively as the "Assets").

   The Assets are operated, used and are to be used only for business and
   business purposes, other than farming operations, and are not for
   personal, family, or household use.

        2.
             The term "Collateral" as used herein means the Assets, as
   described or referred to in Paragraph 1 above, now owned or hereafter
   acquired by Debtor, together with the invoices and profits received
   therefrom, accessions, attachments, additions to, substitutes and replace-
   ments for, improvements of such property, including, without limitation,
   the Assets described above, whether now existing or hereafter made,
   including the proceeds of all such above described property, and the
   insurance payable by reason of loss or damage thereto, and all proceeds
   of any policy of insurance required thereon by Secured Party, including
   premium refunds.

        3.
             The Collateral is personal and/or intangible property, and is
   located at Debtor's address/location stated at the top of this Agreement,
   unless otherwise specifically provided in Schedule 1 attached hereto and
   incorporated by this reference.  The location of such assets, however,
   will not affect the validity of a lien against any such assets described
   in Paragraph 1 above.

        4.
             By its signature on this Agreement, Debtor hereby authorizes and
   requests that the Register of Copyrights and the Commissioner of Patents
   and Trademarks record this Security Agreement.

        5.
             The security interest granted by this Agreement shall secure the
   payment and performance of Debtor's Obligation, as the term is hereinafter
   defined, to Secured Party.  The term "Obligation", as used herein means
   (i) all indebtedness of Debtor to Secured Party evidenced by that one
   certain promissory note dated of even date herewith in the original
   principal amount of TWO HUNDRED THOUSAND AND NO/100ths Dollars
   ($200,000.00), executed by Debtor, and payable to the order of Secured
   Party, together with any and all renewals and extensions of the same, or
   any part thereof (the "Note"); (ii) all other indebtedness and liabilities
   of Debtor to Secured Party, (iii) all future advances or other value given
   by Secured Party to Debtor; and (iv) any and all other debts, liabilities
   and duties of every kind and character of Debtor (or of any one or more of
   them, if there be more than one) to Secured Party, whether now or
   hereafter existing, and regardless of whether such present or future
   debts, liabilities or duties are direct or indirect, primary or secondary,
   joint, several, or joint and several, fixed or contingent, including,
   without limitation, guaranteed indebtedness, and regardless of whether
   such present or future debts, liabilities or duties may, prior to their
   acquisition by Secured Party, be or have been payable to, or be or have
   been in favor of, some other person or have been acquired by Secured Party
   in a transaction with one other than Debtor (it being contemplated that
   Secured Party may make such acquisitions from others), together with any
   and all renewals and extensions of such debts, liabilities and duties, or
   any part thereof.  Any prior grant of a security interest by Debtor to
   Secured Party is hereby renewed, extended and carried forward, and shall
   remain in full force and effect.

        6.
             Debtor represents and warrants that: (i) Debtor is the sole
   owner of the Collateral, except for non-exclusive licenses granted by
   Debtor to its customers in the ordinary course of business, and it is in
   Debtor's possession at the location specified above unless specifically
   set forth on Schedule 1; (ii) to Debtor's knowledge, each of the Patents
   is valid and enforceable, and no part of the Collateral has been judged
   invalid or unenforceable, in whole or in part, and no unresolved claim
   exists that any part of the Collateral violates the rights of any third
   party; (iii) during the term of this  Agreement, Debtor will not transfer
   or otherwise encumber any interest in the Collateral, except for non-
   exclusive licenses granted by Debtor in the ordinary course of business,
   payments made by Debtor to its creditors in the ordinary course of
   business or as set forth in this Agreement; (iv) Debtor shall promptly
   advise Secured Party of any material change in the composition of the
   Collateral, including, without limitation, any subsequent ownership right
   of the Debtor in or to any Trademark, Patent or Copyright not specified in
   this Agreement; (v) Debtor shall (a) protect, defend and maintain the
   validity and enforceability of the Trademarks, Patents and Copyrights, (b)
   use its best efforts to detect infringements of the Trademarks, Patents
   and Copyrights and promptly advise Secured Party in writing to material
   infringements detected and (c) not allow any Trademarks, Patents or
   Copyrights to be abandoned, forfeited or dedicated to the public without
   the written consent of Secured Party, which shall not be unreasonably
   withheld unless Debtor determines that reasonable business practices
   suggest that abandonment is appropriate; (vi) Debtor shall (a) register
   or cause to be registered (to the extent not already registered) with the
   United States Patent and Trademark Office or the United States Copyright
   Office, as applicable, any and all Copyrights, Patents, Trademarks, within
   thirty (30) days of the date of this Agreement, (b) register or cause to
   be registered with the United States Patent and Trademark Office or
   the United States Copyright Office, as applicable, those additional
   intellectual property rights developed or acquired by Debtor from time to
   time in connection with any product prior to the sale or licensing of such
   product to any third party (including, without limitation, revisions or
   additions to the intellectual property rights relating to any Copyright,
   Patent, or Trademark), and (c) from time to time, execute and file such
   other instruments, and take such further actions as Secured Party may
   reasonably request from time to time to perfect or continue the perfection
   of Secured Party's interest in the Collateral; (vii) to its knowledge,
   except for, and upon, the filing with the United States Patent and
   Trademark office with respect to the Patents and Trademarks and the
   Register of Copyrights with respect to the Copyrights necessary to perfect
   the security interests created hereunder and the filing of a financing
   statement with the appropriate governmental authority with respect to
   the Collateral, and except as has been already made or obtained, no
   authorization, approval or other action by, and no notice to or filing
   with, any governmental authority or governmental regulatory body is
   required either (a) for the grant by Debtor of the security interest
   granted herein or for the execution, delivery or performance of this
   Agreement by Debtor or (b) for the perfection in or the exercise by
   Secured Party of its rights and remedies hereunder; (viii) upon any
   executive officer of Debtor obtaining actual knowledge thereof, Debtor
   shall promptly notify Secured Party in writing of any event that
   materially and adversely affects the value of any Collateral, the ability
   of Debtor to dispose of any Collateral or the rights and remedies of
   Secured Party in relation thereto, including, without limitation, the levy
   of any legal process against any of the Collateral; (ix) the Collateral is
   not being purchased or used for primarily personal, family or household
   use; (x) the name of Debtor as it appears at the top of this Agreement
   is Debtor's name as it appears in its legal formation documents; (xi)
   Debtor's name as it appears at the top of this Agreement is not the
   assumed or business name of Debtor unless otherwise indicated; (xii)
   Debtor has taken all corporate action necessary to authorize the execution
   and delivery of this Agreement and the legal agent who may be executing
   this Agreement on behalf of Debtor has authority to execute and deliver
   this Agreement; (xiii) The statements above concerning the location of
   Debtor's place of business (or chief executive office), residence, mailing
   address and use and location of the Collateral are true and correct; (xiv)
   except as disclosed to Secured Party on Schedule 2, attached hereto and
   incorporated herein by this reference, no financing statement covering the
   Collateral or any part thereof has been made, and no security interest,
   other than the one herein created, has attached or been perfected in the
   Collateral or in any part thereof, other than as set forth on Schedule 2;
   (xv) no dispute, right of setoff, counterclaim or defenses exist with
   respect to any part of the Collateral; (xvi) all statements in the
   documents pertaining to this transaction provided or to be provided by
   Debtor to Secured Party are true and correct; and (xvii) this Agreement
   constitutes the legal, valid, and binding obligation of the Debtor,
   enforceable in accordance with its terms.

        7.
             Debtor further represents and warrants that (i) the Collateral
   and the Debtor's use thereof comply with all applicable laws, rules, and
   regulations, and Debtor has obtained any consents necessary to execute,
   deliver and perform its obligations under this Agreement; (ii) neither the
   execution or delivery by the Debtor of this Agreement nor the performance
   by Debtor of its obligations hereunder violates, conflicts with, results
   in a breach of, or constitutes a default under, or will result in the
   creation or imposition of any lien against or upon the Collateral of the
   Debtor, except as expressly stated herein, pursuant to, or results in a
   change in any material term of (a) the Articles of Incorporation or
   Bylaws, as amended, of any Debtor, (b) any provision of statutory law or
   regulation, (c) any judgment, decree or order of any court or any other
   agency of the government or (d) any material agreement to which any Debtor
   is a party or by which Debtor's Collateral is bound; (iii) all of Debtor's
   filings with the Securities and Exchange Commission made pursuant to
   Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
   amended, are true and correct as of the date hereof; and (iv) Debtor has
   been represented by separate legal counsel in the negotiation and
   execution of this Agreement.

        8.
             So long as any part of the Obligation remains unpaid, Debtor
   covenants and agrees to:  (i) use the Collateral with reasonable care,
   skill and caution; (ii) keep the Collateral properly sheltered and not
   permit it to be damaged or injured; (iii) pay, before delinquent, all
   taxes and other assessments lawfully levied against the Collateral; (iv)
   from time to time promptly execute and deliver to Secured Party all such
   other assignments, certificates, supplemental documents, and financing
   statements and do all other acts or things as Secured Party may reasonably
   request in order to more fully evidence and perfect the security interest
   herein created; (v) punctually and properly perform all of Debtor's
   covenants, duties, and liabilities under any other security agreement,
   collateral pledge agreement or contract of any kind now or hereafter
   existing as security for or in connection with payment of the Obligation,
   or any part thereof; (vi) pay the Obligation in accordance with the terms
   of the promissory note or other documents evidencing the Obligation, or
   any part thereof; (vii) promptly furnish Secured Party with any
   information or documents which Secured Party may reasonably request
   concerning the Collateral; (viii) allow Secured Party to inspect the
   Collateral and all records of Debtor relating thereto or to the
   Obligation, and to make and take away copies of such records; (ix)
   promptly notify Secured Party of any change (other than a change requiring
   advance notice provided for herein) in any fact or circumstances warranted
   or represented by Debtor in this Agreement or in any other document
   furnished by Debtor to Secured Party in connection with the Collateral or
   the Obligation; (x) give prior written notice to Secured Party of any
   change in Debtor's place of business or chief executive office such notice
   to be given not less than fifteen (15) days before such change is made and
   to specify the address, county and state to which Debtor is moving; (xi)
   promptly notify Secured Party of any claim, action or proceeding affecting
   title to the Collateral or any part thereof or the security interest
   herein, and, at the request of Secured Party, appear in and defend, at
   Debtor's expense, any such action or proceeding; (xii) except as otherwise
   provided in any note or other instrument evidencing the Obligation,
   promptly, after being requested by Secured Party, pay to Secured Party
   all amounts actually incurred by Secured Party as court costs and/or
   attorney's fees incurred by Secured Party in enforcing this security
   interest and the reasonable costs actually expended for repossession,
   storing, preparing for sale, or selling any of the Collateral; and (xiii)
   promptly furnish Secured Party with financial statements of Debtor upon
   request of Secured Party in form and content satisfactory to Secured
   Party.

        9.
             So long as any part of the Obligation remains unpaid, Debtor
   covenants and agrees that, without the prior written consent of Secured
   Party, Debtor will not:  (i) lease, sell, assign, furnish under any
   contract of service, transfer or otherwise dispose of the Collateral, or
   any part thereof, other than in the ordinary course of business; (ii)
   create any other security interest in, or otherwise encumber the
   Collateral or any part thereof or permit the same to be or become subject
   to any lien, attachment, execution, sequestration or other legal or
   equitable process, or any encumbrance of any kind or character, except the
   security interest herein created or set forth on Schedule 2; (iii) allow
   the Collateral or any part thereof to become an accession to other goods,
   other than in the ordinary course of business; (iv) allow the Collateral
   or any part thereof to be affixed or attached to any real estate except as
   specifically described above; or (v) cause or permit the Collateral to be
   removed from the location specified above other than in the ordinary
   course of business.  Debtor further covenants not to use the Collateral or
   permit the same to be used for any unlawful purpose or in any manner
   inconsistent with the provisions or requirement of any policy of insurance
   thereon.  Should any covenant, duty or agreement of Debtor (except
   Debtor's covenants as to insurance) fail to be performed in accordance
   with its terms hereunder, Secured Party may, but shall never be obligated
   to perform or attempt to perform such covenant, duty or agreement on
   behalf of Debtor, and any amount expended by Secured Party in such
   performance shall become a part of the Obligation (unless such amount is
   not a charge authorized by applicable law), and, at the request of Secured
   Party, Debtor agrees to pay such amount to Secured Party on demand.

        10.
             In the event of Debtor's default with respect to payment of the
   Obligation, each person, firm or corporation obligated to make any payment
   to Debtor with respect to any part of the Collateral (hereafter referred
   to as the "Account Debtor") is hereby authorized and directed by Debtor
   to make payment directly to Secured Party upon notice from Secured Party
   giving the Account Debtor notice of this assignment and directing the
   Account Debtor to make payment directly to Secured Party.  The receipt
   issued by Secured Party and evidencing money received by Secured Party
   from any Account Debtor shall be a full and complete release, discharge
   and acquittance to such person, firm or corporation to the extent of any
   amount so paid to Secured Party.  Secured Party is authorized and
   empowered on behalf of Debtor, to endorse the name of Debtor upon any
   check, draft or other instrument payable to Debtor evidencing payment upon
   the Collateral, or any part thereof, and to receive and apply the proceeds
   therefrom in accordance with the terms hereof.  All payments received by
   Debtor or Secured Party with respect to the Collateral or any part
   thereof, at Secured Party's option, shall be deposited in a special
   account by Secured Party in the name of Debtor styled "Cash Collateral
   Account" and shall be applied by Secured Party as provided in Paragraph 14
   hereof.  The security interest created herein shall cover all funds in the
   Cash Collateral Account to secure payment of the Obligation.

        If any Account Debtor of all or any part of the Collateral fails or
   refuses to make payment thereof when due, Secured Party is authorized, in
   its discretion, either in its own name or in the name of Debtor, to take
   such action, including, without limitation, the institution of legal
   action as Secured Party shall deem appropriate for the collection of the
   Collateral and any proceeds thereof with respect to which a delinquency
   exists.  Regardless of any other provision hereof, however, Secured Party
   shall never be liable for its failure to collect, or for its failure to
   exercise diligence in the collection of any of the Collateral or any
   proceeds thereof, nor shall it be under any duty whatever to anyone
   except to account for the funds that it shall actually receive hereunder.
   Furthermore, Secured Party shall have no duty to fix or preserve the
   rights against prior parties, if any, to the Collateral.

        11.
             Debtor represents and warrants that Debtor has full right, title
   and ownership to all of the Collateral described herein.  Debtor further
   covenants that it will not cause any of the Collateral to be sold,
   assigned or otherwise transferred to any subsidiary of Debtor or to any
   other third party for so long as this Agreement is in effect without the
   written consent of Secured Party at its sole discretion.

        12.
             Debtor further covenants and agrees to keep the Collateral
   insured in such amounts, against such risks and with such insurers (i) as
   set forth in any note or other document evidencing the Obligation; or (ii)
   if no such note or other document provides for insurance, then such
   insurance as Secured Party reasonably requires, provided, however, if the
   Obligation is subject in whole or in part to the Federal Truth In Lending
   Act or applicable state law, such insurance will be required by Secured
   Party only in compliance with such law.  All such policies of insurance
   shall be written for the benefit of Secured Party and Debtor, as their
   interest may appear, and shall provide for at least ten (10) days' prior
   written notice of cancellation to Secured Party.  At the request of
   Secured Party, Debtor shall promptly furnish to Secured Party evidence
   of such insurance in form and content satisfactory to Secured Party.
   If Debtor fails to perform or observe any applicable covenants as to
   insurance on the Collateral contained or referred to herein, Secured Party
   may at its option obtain insurance on only Secured Party's interest in the
   Collateral with any premium thereby paid by Secured Party to become a part
   of the Obligation and to bear interest at Maximum Rate as defined in the
   Note, such rate to be charged from the date Secured Party advances funds
   to pay such premium until the amount of such premium is paid by Debtor to
   Secured Party.  In the event Secured Party maintains such substitute
   insurance, the additional premium for such insurance shall be due and
   payable by Debtor to Secured Party in accordance with specific written
   notification delivered to Debtor by Secured Party or sent by Secured Party
   to Debtor.  The obligation of Debtor to pay any such additional premium
   and any interest accruing thereon shall be secured by and entitled to
   all of the benefits of this Agreement.  In the event Debtor should
   subsequently provide Secured Party with satisfactory evidence of
   maintenance by Debtor of required insurance, such substitute insurance
   obtained by Secured Party shall be cancelled, and appropriate adjustments
   and/or refunds shall be made by Secured Party in favor of Debtor.  Debtor
   hereby grants Secured Party a security interest in any refunds of unearned
   premiums in connection with any cancellation, adjustment or termination of
   any policy of insurance required by Secured Party and in all proceeds of
   such insurance, and hereby appoints Secured Party its attorney-in-fact to
   endorse any check, or document that may be payable to Debtor in order to
   collect such refunds or proceeds.  Any such sums collected by Secured
   Party shall be credited, except to the extent applied to the purchase
   by Secured Party of similar insurance, to any amounts then owing on the
   Obligation, and the balance, if any, shall be promptly refunded to Debtor.

        13.
             The term "default" as used herein, means the occurrence of any
   of the following events:  (i) the failure of Debtor to timely pay the
   Obligation or any part thereof; (ii) the default or other failure of
   Debtor to perform any covenant, condition, obligation or agreement of
   Debtor under this Agreement or any other security document of any kind
   securing or assuring payment of the Obligation, securing the collateral
   or any part thereof; (iii) the insolvency of Debtor; (iv) the levy
   against the Collateral or any part thereof of any execution, attachment,
   sequestration or other writ; (v) the appointment of a receiver of Debtor
   or of the Collateral or any part thereof; (vi) the adjudication of Debtor
   as a bankrupt; (vii) the filing, by way of petition or answer of any
   petition or other pleading seeking adjudication of Debtor as a bankrupt,
   an adjustment of Debtor's debts or any other relief under any bankruptcy
   reorganization, debtor's relief or insolvency laws now or hereafter
   existing; (viii) when Secured Party in good faith believes that the
   prospect of payment of the Obligation or performance by Debtor of any of
   Debtor's covenants, agreements or other duties hereunder, is impaired;
   (ix) the receipt by Secured Party of information establishing that any
   representation or warranty made by Debtor herein or in any other document
   delivered by Debtor to Secured Party in connection herewith is false,
   misleading or erroneous; (x) any action by Debtor, without the prior
   written consent of Secured Party, in creating in favor of anyone, other
   than Secured Party, any other security interest in the Collateral or any
   part thereof or otherwise encumbering or permitting the same to become
   subject to any lien, attachment, execution, sequestration or other legal
   or equitable process; (xi) failure by Debtor to pay any other indebtedness
   to Secured Party when due; and/or (xii) an Event of Default under the
   Note.

        14.
             Upon the occurrence of a default, in addition to any and all
   other rights and remedies which Secured Party may then have hereunder or
   under the applicable provision of the Uniform Commercial Code as adopted
   and enacted in Texas, as amended (the "Code") or other applicable law or
   agreements, Secured Party at its option may (i) declare the entire unpaid
   balance of principal of and all earned interest on the Obligation
   immediately due and payable, without notice of any kind, including,
   without limitation, notice of intent to accelerate and notice of
   acceleration, demand, or presentment, which are hereby waived, except as
   otherwise expressly provided herein; (ii) require Debtor to assemble the
   Collateral and deliver it to Secured Party at a place to be designated by
   Secured Party which is reasonably convenient to both parties; (iii) render
   unusable any equipment which may be part of the Collateral; (iv) reduce
   its claim to judgment, foreclose or otherwise enforce its security
   interest in all or any part of the Collateral by any available judicial
   procedure; (v) sell, lease, or otherwise dispose of, at the office of
   Secured Party, on the premises of Debtor or elsewhere, as chosen by
   Secured Party, all or any part of the Collateral, in its then condition or
   following any commercially reasonable preparation or processing, and any
   such sale or other disposition may be as a unit or in parcels by public or
   private proceedings, and by way of one or more contracts (it being agreed
   that the sale of any part of the Collateral shall not exhaust Secured
   Party's power of sale, but sales may be made from time to time until all
   of the Collateral has been sold or until the Obligation has been paid in
   full), and at any such sale it shall not be necessary to exhibit the
   Collateral; (vi) at Secured Party's discretion, retain the Collateral in
   satisfaction of a promissory note or notes or other document evidencing
   the Obligation whenever the circumstances are such that Secured Party is
   entitled to do so under the Code; (vii) apply by appropriate judicial
   proceedings for appointment of a receiver for the Collateral or any part
   thereof and Debtor hereby consents to any appointment; and/or (viii) buy
   the Collateral at any public sale or private sale as permitted by the Code
   and/or applicable law.  Secured Party shall be entitled to apply the
   proceeds of any sale or other disposition of the Collateral in the
   following order:  first to the payment of all of its reasonable expenses
   actually incurred in collecting such proceeds, including, without
   limitation, the reasonable costs actually expended for repossessing,
   foreclosing, storing, preparing for sale or selling the Collateral,
   reasonable attorney's fees, and legal expenses incurred by Secured Party
   in collection, provided, however, that should the Debtor's payment of such
   charges be prohibited by law, those charges shall not be a part hereof;
   and next toward payment of the balance of the Obligation in such order and
   manner as Secured Party in its discretion may deem advisable.  Secured
   Party shall account to Debtor for any surplus.  If the proceeds are not
   sufficient to pay the Obligation in full, Debtor shall remain liable for
   any deficiency.

        In the event of a default hereunder, in addition to, and without
   limitation against all other remedies available to Secured Party, Secured
   Party shall have the right to enter upon the premises where the Collateral
   is located, take possession of the Collateral and remove the same with or
   without judicial process (if such taking without judicial process can be
   done lawfully and without breach of the peace), and Debtor does hereby
   expressly waive any right to any notice, legal process or judicial hearing
   prior to such taking of possession by Secured Party.  Debtor understands
   that the right to prior notice and hearing is a valuable right and agrees
   to the waiver thereof as a part of the consideration for and as an
   inducement to Secured Party to enter the Note and this Agreement.

        15.
             Reasonable notification of the time and place of any public sale
   of the Collateral or reasonable notification of the time after which any
   private sale or other intended disposition of the Collateral is to be made
   shall be sent to Debtor and to any other person entitled under the Code to
   notice; provided, that if the Collateral is perishable, threatens to
   decline speedily in value, or is of a type customarily sold on a
   recognized market, Secured Party may sell or otherwise dispose of the
   Collateral without notifications, advertisement or other notice of any
   kind.  It is agreed that notice mailed or given not less than ten (10)
   calendar days prior to the taking of the action to which the notice
   relates is reasonable notification and notice for the purposes of this
   Paragraph 15.

        16.
             Should any part of the Collateral come into the possession of
   Secured Party, whether before or after default, Secured Party may use or
   operate the Collateral for the purpose of preserving it or its value
   pursuant to the order of a court of appropriate jurisdiction or in
   accordance with any other rights held by Secured Party in respect of the
   Collateral.  Debtor covenants to promptly reimburse and pay to Secured
   Party, at Secured Party's request, the amount of all reasonable expenses
   incurred by Secured Party in connection with its custody, preservation,
   use or operation of the Collateral, provided, however, that should the
   Debtor's payment of such charges be prohibited by law, those charges
   shall not be a part hereof; and all such expenses shall be a part of the
   Obligation.  It is agreed, however, that the risk of accidental loss or
   damage to the Collateral is on Debtor, and Secured Party shall have no
   liability whatever for failure to obtain or maintain insurance or to
   determine whether any insurance ever in force is adequate as to amount
   or as to the risk insured.

        17.
             All rights and remedies of Secured Party hereunder are
   cumulative of each other and of every other right or remedy which Secured
   Party may otherwise have at law or in equity or under any other contract
   or document for the enforcement of the security interest herein or the
   collection of the Obligation, and the exercise of one or more rights or
   remedies shall not prejudice or impair the concurrent or subsequent
   exercise of other rights or remedies.  The failure of Secured Party at any
   time to assert or exercise any rights granted by this Agreement shall not
   render the Secured Party liable to any person concerned herein or deprive
   Secured Party of any rights granted herein.  All rights of Secured Party
   hereunder may be assigned or transferred in whole or in part by Secured
   Party, as it deems advisable, and the rights of Secured Party hereunder
   shall inure to the benefit of its successors and assigns.  All obligations
   of Debtor hereunder shall bind the heirs, legal representatives,
   successors and assigns of Debtor.

        18.
             Should any part of the Obligation be payable in installments,
   the acceptance by Secured Party at any time and from time to time of part
   payment of the aggregate amount of all installments then matured shall not
   be deemed to be a waiver of the default then existing.  No waiver by
   Secured Party of any default shall be deemed to be a waiver of any other
   subsequent default, nor shall any such waiver by Secured Party be deemed
   to be a continuing waiver.  No delay or omission by Secured Party in
   exercising any right or power hereunder, or under any other documents
   executed by Debtor as security for or in connection with the Obligation,
   shall impair any such right or power or be construed as a waiver thereof
   or any acquiescence therein, nor shall any single or partial exercise of
   any such right or power preclude other or further exercise thereof, or the
   exercise of any other right or power of Secured Party hereunder or under
   such other documents.

        19.
             If the Obligation or any part thereof is given in renewal or
   extension or applied toward the payment of indebtedness secured by a
   pledge, security agreement or other lien, Secured Party shall be, and is
   hereby, subrogated to all of the rights, titles, security interests and
   other liens securing the indebtedness so renewed, extended or paid.

        20.
             No provision of this Agreement or any note, instrument or
   document executed by Debtor evidencing the Obligation is intended to or
   shall require or permit the holder to take, receive, collect, contract for
   or reserve, directly or indirectly, in money, goods or things in action,
   or in any other way, any greater interest, sum or value in excess of the
   maximum rate of interest permitted by the law in effect in the State of
   Texas, federal law, or the governing laws of any other jurisdiction, at
   the applicable date.  In the event that any such excess shall be
   nevertheless provided for, Debtor shall not be obligated to pay such
   excess, but, if paid, then the excess shall be applied against the unpaid
   balance of the principal sum of the Obligation or to the extent that the
   principal sum of the Obligation has been paid in full by reason of such
   application or otherwise, such excess shall be remitted to Debtor.

        21.
             This Agreement shall be not severable or divisible in any way
   but, it is specifically agreed that, if any provision should be invalid,
   the invalidity shall not affect the validity of the remainder of this
   Agreement.  Secured Party and Debtor agree that the validity of this
   Agreement and all agreements and documents executed in connection with
   this Agreement shall, to the extent possible be governed by the laws of
   the State of Texas.

        22.
            Debtor hereby irrevocably appoints Secured Party as Debtor's
   attorney-in-fact, with full authority in the place and stead of Debtor
   and in the name of Debtor, from time to time in Secured Party's sole and
   absolute discretion, to take any action and to execute any instrument
   which Secured Party may deem necessary or advisable to accomplish the
   purposes of this Agreement, including, without limitation, (i) to modify,
   in its sole discretion, this Security Agreement without first obtaining
   Debtor's approval of or signature to such modification by amending the
   definitions of Copyright, Patent, and/or Trademark, as appropriate, to
   include reference to any right, title or interest in any Copyrights,
   Patents or Trademarks acquired by Debtor after the execution hereof or to
   delete any reference to any right, title or interest in any Copyrights,
   Patents or Trademarks in which Debtor no longer has or claims any right,
   title or interest, (ii) to file, in its sole discretion, one or more
   financing or continuation statements and amendments thereto, relative to
   any of the Collateral without the signature of Debtor where permitted by
   law and (iii) after the occurrence of a default, to transfer the
   Collateral into the name of Secured Party or a third party to the extent
   permitted under the Texas Uniform Commercial Code, or applicable United
   States law, as the case may be.

        23.
             All written notices permitted or required to be given pursuant
   to this Agreement shall be effective if mailed or delivered to the party
   at the address shown at the top of this Agreement or at such other address
   previously designated in writing by a party hereto.

        24.
             A carbon, photographic or other reproduction of this Agreement
   or of any financing statement executed in connection with this transaction
   may be filed as a financing statement with any filing officer authorized
   to accept such filings under the Uniform Commercial Code as adopted in
   Texas or any other state in the United States.



        Executed as of this the 24th day of November, 2004.


       Secured Party:                          Debtor:
       -------------                           ------

 /S/ BRAD JACOBY                    /S/ D. RONALD ALLEN
 --------------------------------   ------------------------------------
 BRAD JACOBY                        INTEGRATED PERFORMANCE SYSTEMS, INC.
                                    By:  D. Ronald Allen
                                    Its: President/Chairman