EXHIBIT 4.5

                            SECURED PROMISSORY NOTE


   Principal Amount : $3,000,000                         November 24, 2004


   The following Secured Promissory Note represents and evidences the "Note
   Three Consideration" referred to in the Agreement and Plan of Merger
   between and among Best Circuit Boards, Inc., a Texas corporation,
   Integrated Performance Systems, Inc., and its wholly-owned subsidiary, the
   LSC Merger Corp., a Texas corporation, originally executed on October 22,
   2004 (the "Purchase Agreement"), and subsequently modified by an Addendum
   executed on an even date herewith.  The Purchase Agreement and any
   amendments thereto are hereby incorporated herein as if fully set out.

   THE SECURITIES ISSUABLE PURSUANT TO THE CONVERSION RIGHTS HEREIN HAVE BEEN
   ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
   ACT OF 1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS.  THEY MAY NOT
   BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
   EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
   SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
   COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
   PURSUANT TO RULE 144 UNDER SUCH ACT.


        FOR VALUE RECEIVED, the undersigned, INTEGRATED PERFORMANCE  SYSTEMS,
   INC.  ("Integrated"),  a  New  York  corporation,  and  LSC  Merger  Corp.
   ("LSCMC"), a Texas corporation, and  any successor entities to  Integrated
   or to LSCMC, or surviving entities  pursuant to merger with Integrated  or
   LSCMC, (collectively "Maker"),  enters this Secured  Promissory Note  (the
   "Note") and  does  hereby promise  to  pay to  the  order of  Brad  Jacoby
   ("Payee"),  or a designee of Payee the principal sum OF THREE MILLION  AND
   NO/100THS DOLLARS ($3,000,000.00),  together with interest  on the  unpaid
   principal balance from  time to time  outstanding hereunder  at the  rates
   hereinafter set forth.  All sums payable hereunder are payable to  Payee's
   attention as Payee may designate in writing.

        The payment of  accrued interest and  principal required  to be  made
   hereunder shall be due on the next following business day, post-closing of
   the contemplated merger between Best Circuit  Boards, Inc., and Integrated
   as described  herein and  per  the Purchase  Agreement  agreed to  by  the
   parties dated October  22, 2004, including  all addendums, schedules,  and
   attachments thereto,  and  where  time is  extended  for  the  payment  of
   principal by virtue of the due date thereof falling on a Saturday,  Sunday
   or public holiday, such extended time shall be included in the computation
   of interest.

   1. Interest.    Interest  shall accrue  on  the unpaid  principal  balance
   outstanding hereunder at an  annual rate equal to  eight percent (8%)  per
   annum computed daily on  the basis of  a 365/366 day  year for the  actual
   number of days elapsed during which the principal is outstanding until the
   entire indebtedness evidenced by this Note (including, without limitation,
   principal and accrued unpaid interest) is paid in full.

   2. Terms  of  Payment  (Principal  and  Interest).   Interest  is  payable
   monthly. The first payment of interest is due and payable on December  31,
   2004, and interest payments shall  continue to be due  at the end of  each
   month, until February 28, 2005, when  this Note matures and the  principal
   and all accrued and unpaid interest are due and payable in full.

   3.  Right of Conversion.  Payee shall have the right to convert this Note,
   either in whole or part, into common stock of Integrated.  The Note  shall
   be convertible at a stock price of $0.15 per common share (the "Conversion
   Price").

   In addition, Maker shall pay to Payee on the Conversion Date, in cash, any
   accrued and unpaid interest  on the Note being  converted not included  at
   the option of Payee.

   Upon the conversion of the Note, Maker shall, at its own cost and expense,
   take all  necessary  action  (including the  issuance  of  an  opinion  of
   counsel) to  assure that  the Maker's  transfer  agent shall  issue  stock
   certificates in the name of Payee  (or its nominee) or such other  persons
   as designated  by Payee  and  in such  denominations  to be  specified  at
   conversion representing the number of shares of common stock issuable upon
   such conversion.

      (i)   Exercise  of  Conversion  Privilege.    Payee  may  exercise  his
      conversion privilege on this Note on any business day by telecopying or
      presenting an executed  and completed Conversion  Notice to the  Maker.
      Each date on which  a Conversion Notice is  telecopied or presented  to
      Maker in accordance with this  provision shall constitute a  Conversion
      Date.  Maker shall immediately convert  this Note and issue the  common
      stock in the manner  provided herein, and all  voting and other  rights
      associated with the beneficial ownership of the common stock shall vest
      with Payee, effective as of the  Conversion Date at the time  specified
      in the Conversion Notice.  The  Conversion Notice also shall state  the
      name or names  (with addresses)  of the person  who are  to become  the
      holders of the  common stock in  connection with such  conversion.   As
      promptly as practicable after the receipt  of the Conversion Notice  as
      aforesaid, but in any event not more than three (3) business days after
      the Maker's receipt of  such Conversion Notice,  Maker shall (a)  issue
      the common stock in accordance with the provisions of Section 3 herein;
      and (b) Cause to be mailed for  delivery by overnight courier, or if  a
      Registration Statement  covering the  common  stock has  been  declared
      effective by the SEC cause to be electronically transferred, to Payee a
      certificate or certificate(s) representing the number of common  shares
      to which the  Payee is  entitled by virtue  of such  conversion.   Such
      conversion shall be deemed to have  been effected at the time at  which
      the Conversion Notice  indicates, and at  such time the  rights of  the
      Payee of this  Note, as  such (except  if and  to the  extent that  any
      principal amount  thereof remains  unconverted),  shall cease  and  the
      person and persons  in whose name  or names the  common stock shall  be
      issuable shall be deemed to have become the holder or holders of record
      of the  common shares  represented thereby,  and all  voting and  other
      rights associated with the beneficial  ownership of such common  shares
      shall at such time  vest with such person  or persons.  The  Conversion
      Notice shall constitute a contract between the Payee and Maker, whereby
      the Payee shall be deemed to subscribe for the number of common  shares
      which it  will be  entitled to  receive upon  such conversion  and,  in
      payment and  satisfaction  of  such  subscription  (and  for  any  cash
      adjustment to which  it is  entitled), to  surrender this  Note and  to
      release Maker from all liability thereon  (except if and to the  extent
      that any principal amount thereof remains unconverted).

      (ii)  Challenge or  Dispute.  If, at  any time after  the date of  this
      Note, (a)  Maker challenges,  disputes, or  denies the  right of  Payee
      hereof to effect  the conversion  of this  Note into  common shares  or
      otherwise dishonors  or  rejects  any Conversion  Notice  delivered  in
      accordance with this Section 3; or (b)  any third party who is not  and
      has never been  an affiliate of  Payee commences any  lawsuit or  legal
      proceeding or otherwise asserts any claim before any court or public or
      governmental authority which seeks  to challenge, deny, enjoin,  limit,
      modify, delay, or dispute the right  of the Payee hereof to effect  the
      conversion of this Note into common  shares, then the Payee shall  have
      the right, by  written notice  to the Maker,  to require  the Maker  to
      promptly redeem this Note for cash  at one hundred twenty-five  percent
      (125%) of the principal amount thereof,  together with all accrued  and
      unpaid interest thereon to  the date of redemption.   Under any of  the
      circumstances set forth above, the Maker  shall be responsible for  the
      payment of all costs and expenses of Payee, including reasonable  legal
      fees and expenses, as and when incurred in defending itself in any such
      action or  pursuing its  rights hereunder  (in  addition to  any  other
      rights of Payee).

      (iii)  In Event of Bankruptcy Proceeding.  The Payee shall be  entitled
      to exercise its conversion  privilege notwithstanding the  commencement
      of any case under  the Bankruptcy Code.   In the event  the Maker is  a
      debtor under the Bankruptcy  Code, Maker hereby  waives to the  fullest
      extent permitted any rights to relief it may have under 11 U.S.C.  S362
      in respect of Payee's conversion privilege.  Maker hereby waives to the
      fullest extent permitted  any rights  to relief  it may  have under  11
      U.S.C. S362  in respect  of the  conversion of  this Note.   The  Maker
      agrees, without cost or expense to Payee, to take or consent to any and
      all action necessary to effectuate relief under 11 U.S.C. S362.

   4.  Pledge  and  Security.   This  Note  is  secured  by  all  instruments
   heretofore, now or hereafter executed by Maker or any guarantors in  favor
   of Payee and  by their  terms securing the  payment of  any then  existing
   indebtedness and future advances, including, without limitation,  advances
   of the type  represented by this  Note (hereinafter "Security  Documents")
   including, without limitation, the following:

      a.  Security Agreements _ This Note  shall be secured by the Pledge  of
      the following tangible and intangible assets (which shall  collectively
      be referred to as the "Collateral"):

        (1) IPFS stock owned by D.  Ronald Allen and held in escrow  pursuant
        to the Stock Escrow and Security Agreement originally dated September
        16, 2004,  and subsequently  modified pursuant  to the  terms of  the
        Purchase Agreement dated October 22, 2004 (the "Purchase Agreement");

        (2) All the  stock of Best  Circuit Boards, Inc.,  and any  successor
        company held by IPFS or any IPFS successor (see Security Agreement #1
        attached and executed of even date herewith); and

        (3) The  tangible  assets held  by  Best Circuit  Boards,  Inc.  (see
        Security Agreement #2 attached and  executed of even date  herewith).
        These Security Agreements are hereby acknowledged by and among Maker,
        for itself, and as agent for  all shareholders named in the  Purchase
        Agreement, from  Maker, as  Pledgor, to  Payee as  Secured Party,  in
        which Maker grants  to Payee a  security interest  in the  collateral
        more fully described therein.

        Security Agreement  #1  and  Security Agreement  #2  are  hereinafter
        referred to collectively as the "Security Agreements."

      b.   One  or more  UCC  Financing Statements  perfecting  the  security
      interest granted by Maker, as Pledgor,  to Payee, as Secured Party,  in
      the Collateral.

   5. Priority and Other Liens.  Except as otherwise set forth in the
   Security Agreements set forth in Section 3 above, the security interests
   securing this Note and on the Collateral described in the Security
   Agreements are subject only to the priority claims of parties whose
   security interests were perfected prior to the effective date of this
   Note.  Additionally, Maker will not assign, transfer, sell, or grant, or
   permit any lien or security interest in the Collateral to or in favor of
   any other party, without Payee's prior written consent.

   6. Events of Default.  An "Event of Default" means one more of the
   following events has occurred and Payee has given Maker written notice of
   the event and the time period required to cure same, and the event remains
   uncured after the expiration of the period indicated hereinbelow:

        a. Maker fails to pay any amount required to be paid under this Note,
         the  Security Agreements  or  any other  promissory note  issued  by
         Maker and such failure continues for ten (10) days from the date  of
         Payee's written notice to Maker of such failure to pay;

        b. Any material breach of a representation or warranty made by  Maker
         in this Note or the Security Agreements that continues for ten  (10)
         days  from the  date of  Payee's  written notice  to Maker  of  such
         material breach;

        c. Maker  defaults  under  the  terms  of  this  Note,  the  Security
         Agreements,  or any other promissory  note or security agreement  to
         which Maker is a party and such failure continues for ten (10)  days
         from the date  Maker receives written notice thereof from any  party
         to one or more of those documents;

        d. Maker commences any "Insolvency Proceeding" (hereinafter  defined)
         with  respect to itself  or takes any  action to  effectuate or  au-
         thorize an Insolvency Proceeding; and

        e. Any  involuntary  Insolvency  Proceeding  is  commenced  or  filed
         against  Maker or any  writ, judgment, warrant  of attachment,  exe-
         cution  or similar  process is  issued or  levied against  all or  a
         substantial  part  of  its  properties,  and  any  such  involuntary
         Insolvency  Proceeding or petition shall  not be dismissed, or  such
         writ, judgment, warrant of attachment, execution or similar  process
         shall  not be released,  vacated or fully  bonded within sixty  (60)
         days after commencement, filing or levy.

         The  term "Insolvency  Proceeding"  means (a)  any case,  action  or
         proceeding  relating  to  bankruptcy,  reorganization,   insolvency,
         liquidation,  receivership,  dissolution, winding-up  or  relief  of
         debtors,  or  (b)   any  general  assignment  for  the  benefit   of
         creditors,  composition,  marshaling  of assets  for  creditors,  or
         other similar arrangement  in respect of its creditors generally  or
         any  substantial portion of  its creditors  undertaken under  United
         States  Federal,  state  of  foreign  law,  including  the   Federal
         Bankruptcy Reform Act of 1978 (11 U.S.C.A. S 101 et seq.);

        f. Maker defaults  under  any  note,  security  agreement,  or  other
         document  related  to  a  security  interest  superior  to   Payee's
         security  interest  described  herein and  that  default  gives  the
         superior interest holder  the right to accelerate its debt and  such
         default  continues  for ten  (10)  days  from the  date  of  Maker's
         receipt from any party of such failure;

        g. Maker contractually grants any other party a security interest  or
         otherwise  encumbers  the  Collateral without  first  obtaining  the
         express written consent of Payee:

        h.  Maker fails  to pay  any tax, resulting  in the  attachment of  a
         security interest in or against all or any part of the Collateral;

        i.  The entry  of a  judgment against Maker  or the  issuance of  any
         attachment,  sequestration, or similar  writ is levied  upon any  of
         Maker's property which is not remedied within twenty (20) days;

        j.   Any  required  permit, license,  certificate  or  approval  with
         respect to the Collateral ceases to be in full force and effect; or

        k.  Payee determines,  in its sole  and absolute  discretion, that  a
         material adverse change  has occurred in the financial condition  of
         Maker or that there is a danger to or impairment of the Collateral.

   7. Remedies  Upon Default.   At any  time after  an Event  of Default  has
   occurred and is  continuing, Payee  shall have  the right  to declare  all
   amounts due and owing hereunder, including, without limitation,  principal
   and accrued unpaid interest, immediately due  and payable in full  without
   presentment, demand, protest or notice (except as stated above and in  the
   Security Agreements), all of which are hereby expressly waived by Maker to
   the extent indicated. Payee shall also have the right upon the  occurrence
   and continuance of an Event of Default to exercise any one or more of  its
   remedies under this Agreement or any other applicable Security  Agreement.
   If Maker fails  to make any  payment when due  under this  Note, then,  in
   addition to any and all other relief to which Payee may be entitled, Maker
   agrees to  pay (or  reimburse Payee  for) any  and all  reasonable  costs,
   expenses and fees  incurred by  Payee to  enforce this  Note or  otherwise
   collect  indebtedness   evidenced  by   this  Note,   including,   without
   limitation, reasonable attorney's fees and court costs.

   Upon an Event  of Default, Payee  at its election  may (but  shall not  be
   obligated to), without notice,  do any one or  more of the following:  (a)
   terminate its commitment to extend any additional monies under this  Note;
   (b) terminate any  obligation to  extend any other  credit to  or for  the
   account of Maker; (c) reduce any  claim to judgment; (d) exercise any  and
   all rights  and  remedies  afforded  by  this  Note,  the  other  Security
   Documents,  law,  equity  or  otherwise,  including,  without  limitation,
   obtaining appointment  of  a receiver  (to  which Maker  hereby  consents)
   and/or judicial or non-judicial  foreclosure under the Security  Agreement
   or the Second Security Agreement; (e)  in its own name  or in the name  of
   Maker, enter into possession of the Collateral, perform all work necessary
   to complete any, or all of Maker's outstanding contracts substantially  in
   accordance with  said  contract(s) (as  modified  as deemed  necessary  by
   Payee), the Security Documents, and all applicable laws, and  governmental
   requirements pursuant to  the applicable  contracts or  otherwise; or  (f)
   set-off and  apply,  to the  extent  thereof  and to  the  maximum  extent
   permitted by law, any and all deposits, funds, or assets at any time  held
   and any and all other indebtedness  at any time owing  by Payee to or  for
   the credit or account of Maker against any indebtedness.

             Maker hereby appoints  Payee as Maker's attorney-in-fact,  which
   power of attorney is irrevocable and  coupled with an interest, with  full
   power of substitution, to do any of the following in Maker's name upon the
   occurrence of an Event  of Default:  (i) use  such sums as are  necessary,
   including,  without  limitation,  any  proceeds  of  this  Note  and   any
   Collateral, make  such  changes or  corrections  in the  Maker's  existing
   contracts  as  may  be  required,  or  as  Payee  may  otherwise  consider
   desirable, for  the purpose  of completing  any outstanding  contracts  or
   obligations  substantially  in  accordance  with  the  terms  thereof  (as
   modified as deemed necessary  by Payee), the  Security Documents, and  all
   applicable  laws,  and   governmental  requirements;   (ii)  execute   all
   applications and certificates in the name  of Payee which may be  required
   for completion of  any contract; (iii)  endorse the name  of Maker on  any
   checks or drafts representing proceeds of any insurance policies, or other
   payments or instruments payable to Maker  with respect to the  Collateral;
   (iv) do every act with  respect to the Collateral  that Maker may do;  (v)
   prosecute or defend any action or  proceeding incident to the  Collateral,
   (vi) pay, settle, or compromise all bills and claims so as to clear  title
   to the Collateral;  and (vii) take  over and use  all or any  part of  the
   labor, materials,  supplies and  equipment contracted  for, owned  by,  or
   under the control of  Maker, whether or  not previously incorporated  into
   the Collateral.  Any amounts expended by  Payee to complete the  foregoing
   on Maker's  behalf or  in connection  with the  exercise of  its  remedies
   herein shall  be deemed  to have  been advanced  to Maker  hereunder as  a
   demand obligation owing by Maker to  Payee and shall constitute a  portion
   of the indebtedness under  this Note, regardless  of whether such  amounts
   exceed any  limits for  indebtedness otherwise  set forth  herein.   Payee
   shall have no liability  to Maker for the  sufficiency or adequacy of  any
   such actions taken by Payee.  THE EXCULPATION PROVISION OF THE IMMEDIATELY
   PRECEDING SENTENCE IS INTENDED TO  APPLY TO ANY ACT  OR FAILURE TO ACT  BY
   PAYEE WHICH CONSTITUTES PAYEE'S OWN ORDINARY NEGLIGENCE.

             No delay or  omission of Payee to  exercise any right, power  or
   remedy accruing upon the happening of an Event of Default shall impair any
   such right, power or remedy or  shall be construed to  be a waiver of  any
   such Event of Default or any  acquiescence therein.  No delay or  omission
   on the  part of  Payee to  exercise  any option  for acceleration  of  the
   maturity of the indebtedness, or for foreclosure or sale of the Collateral
   following any Event of Default as  aforesaid, or any other option  granted
   to Payee hereunder  in any one  or more instances,  or the acceptances  by
   Payee of  any  partial  payment on  account  of  the  indebtedness,  shall
   constitute a waiver  of any such  Event of Default,  and each such  option
   shall remain  continuously in  full force  and effect.   No remedy  herein
   conferred upon or  reserved to Payee  is intended to  be exclusive of  any
   other remedies provided  for in  this Note or  any of  the other  Security
   Documents, and each and every such  remedy shall be cumulative, and  shall
   be in addition to every other  remedy given hereunder, or under this  Note
   or any of the  other Security Documents, or  now or hereafter existing  at
   law or in equity or  by statute.  Every right,  power and remedy given  to
   Payee by  this  Note or  any  of the  other  Security Documents  shall  be
   concurrent, and  may  be  pursued  separately,  successively  or  together
   against Maker, guarantor,  or any  personal property  granted as  security
   under the Security Documents, and every  right, power and remedy given  by
   this Note or  any of the  other Security Documents  may be exercised  from
   time to time as often as may be deemed expedient by Payee.

   8. Annual  Interest  Rate Upon  Default.   All past  due  installments  of
   principal and interest  due and owing  on this Note,  shall bear  interest
   from maturity thereof  until paid at  the lesser of  (i) Eighteen  percent
   (18.00%) per  annum or  (ii)  the Maximum  Rate  as defined  herein.  Upon
   acceleration or maturity  of the entire  outstanding principal balance  of
   this Note, the said principal amount shall bear interest from the date  of
   acceleration or maturity until paid at the rate of Eighteen percent  (18%)
   per annum calculated and applied on the basis of actual days elapsed and a
   365/366 day year, subject to Paragraph  1 hereof, PROVIDED, HOWEVER,  that
   the interest  payable under  this Paragraph  shall in  no way  exceed  the
   Maximum Rate as defined herein.

   9. Conversion upon Default.  In the  event that it is determined that  the
   Maker is in default of its indebtedness  to the Payee, then payee, at  its
   sole option,  shall  be  entitled to  convert  all  or a  portion  of  the
   indebtedness represented by  the Note into  equity of Maker  or reduce  by
   offset all or any portion of the outstanding balance of this Note in  cash
   in an amount necessary  to satisfy all or  a portion of such  indebtedness
   owed to Payee by Maker.

   To the extent that funds are  either not readily available to satisfy  the
   Payee's entire claim for payment, upon  notice of demand, as described  in
   Section 12, the Maker agrees to  provide a payment solution acceptable  to
   Payee, utilizing a cash equivalent which would include but not be  limited
   to: unrestricted common stock of the Maker.

   Should Payee  elect  to convert  all  or  a portion  of  the  indebtedness
   represented by the Note into equity  of Maker, Maker and Payee agree  that
   the equity shall carry a value equal to $0.15 per share. At the  effective
   time of conversion,  without any  action on the  part of  the Maker  Payee
   shall receive shares of Maker in a number equal to the total  indebtedness
   due the Payee at the time of closing.

   10. Usury Savings and Spreading.  It is expressly stipulated and agreed to
   be the intent of Maker  and Payee at all  times to comply with  applicable
   law governing the  Maximum Rate  or amount of  interest payable  on or  in
   connection with this  Note and the  loan evidenced  hereby (or  applicable
   United States federal law to the extent that it permits Payee to  contract
   for, charge, take, reserve  or receive a greater  amount of interest  than
   under applicable state law).  If  the applicable state  or federal law  is
   ever judicially interpreted so as to render usurious any amount called for
   under this  Note  or under  the  Security Documents,  or  contracted  for,
   charged, taken,  reserved or  received with  respect to  the Note,  or  if
   acceleration of the maturity  of this Note or  if any prepayment by  Maker
   results in Maker having paid any  interest in excess of that permitted  by
   law, then it  is Maker's and  Payee's express intent  that (i) all  excess
   amounts theretofore  collected  by  Payee be  credited  on  the  principal
   balance of this Note (or, if this Note  has been or would thereby be  paid
   in full, refunded to Maker); and (ii) the provisions of this Note and  the
   Security  Documents  immediately  be  deemed  reformed  and  the   amounts
   thereafter collectible  hereunder  and  thereunder  reduced,  without  the
   necessity of the execution of any new  document, so as to comply with  the
   applicable law, but  so as to  permit the recovery  of the fullest  amount
   otherwise called for  hereunder and thereunder.   The right to  accelerate
   maturity of  this  Note does  not  include  the right  to  accelerate  any
   interest which has not otherwise accrued on the date of such acceleration,
   and Payee does not intend to collect any unearned interest in the event of
   acceleration.  All sums paid or  agreed to be paid  to Payee for the  use,
   forbearance or detention  of the indebtedness  evidenced hereby shall,  to
   the extent permitted by applicable law, be amortized, prorated,  allocated
   and  spread  throughout the full term  of such  indebtedness until payment
   in  full   so  that  the  rate  or  amount  of  interest  on  account   of
   such  indebtedness  does   not   exceed   the  applicable  usury  ceiling.
   Notwithstanding  any provision  contained in this  Note or in  any of  the
   Security Documents  that permits  the compounding  of interest,  including
   without limitation any provision by which  any of the accrued interest  is
   added to the principal amount of  this Note, the total amount of  interest
   that Maker  is obligated  to pay  and Payee  is entitled  to receive  with
   respect to this Note  shall not exceed the  amount calculated on a  simple
   (i.e., non-compounded)  interest basis  at the  Maximum Rate  (as  defined
   hereinafter) on principal amounts actually advanced to or for the  account
   of Maker, including any initial funds advanced contemporaneously  herewith
   and any advances made pursuant to  any of the Security Documents (such  as
   for the  payment of  taxes, insurance  premiums and  the like).   As  used
   herein, the term "Maximum Rate" shall  mean the maximum non-usurious  rate
   of interest which may be lawfully contracted for, charged, taken, reserved
   or received by  Payee from  Maker in  connection with  the Note  evidenced
   hereby under applicable state law (or applicable United States federal law
   to the extent that it permits Payee to contract for, charge, take, reserve
   or receive a greater amount of interest than under state law).

   11.  Prepayment and  Recoupment.  Maker hereby  reserves the  right at any
   time to make payments of principal or interest before they are due without
   penalty or premium.  All prepayments shall  be applied  first to  accrued,
   unpaid interest, and the  balance of any  prepayment shall  be applied  to
   reduce the amount of principal payments due  under this Note in the  order
   of their maturity.

   12.  Representations  and  Warranties  of  Maker.   Maker  represents  and
   warrants that (i) Maker  has obtained any  consents necessary to  execute,
   deliver and  perform  its obligations  under  this Note;  (ii)  this  Note
   constitutes the valid and binding obligation  of Maker and is  enforceable
   against Maker in  accordance with  its terms;  (iii) Maker  has taken  all
   corporate action necessary to authorize the execution and delivery of this
   Note and each  legal agent who  may be executing  this Note  on behalf  of
   Maker has authority  to execute and  deliver this Note;  (iv) neither  the
   execution or delivery by Maker of  this Note nor the performance by  Maker
   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  assets or property of  Maker,
   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  Maker, (b)  any  and  all applicable  laws,  rules,  and
   regulations; (c) any judgment, decree or  order of any court or any  other
   agency of the government or (d) any material agreement to which any  Maker
   is a party or by which  Maker's property or assets  are bound; (v) all  of
   Maker'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 (vi) Maker  has
   been  represented  by  separate  legal  counsel  in  the  negotiation  and
   execution of this Note.

   13. Notices.  All notices, demand, communications and requests of any kind
   (each a "Notice")  which either  party may be  required or  may desire  to
   serve upon the other  party hereto in connection  with this Note shall  be
   delivered only  by  courier  or other  means  of  personal  service  which
   provides written verification  of receipt  or by  registered or  certified
   mail, return receipt requested. Any such notice (i) if sent by  registered
   or certified mail, shall be deposited  in the United States mail, or  (ii)
   if delivered by courier, shall be deposited with the courier, in each case
   with postage or delivery charges thereon fully prepaid. All Notices  shall
   be addressed to the parties to be served therewith as follows:

         If to Maker:                               If to Payee:

   Law Office of Gregory W. Mitchell, P.L.L.C.      Brad Jacoby
   Integrated Performance Systems, Inc.
   4201 Shadybrook Ln.
   Rowlett, Texas 75088


   Service  of any  Notice so  made shall  be deemed  complete on the day  of
   receipt thereof  as  shown  by  the  addressee's  registry,  certification
   receipt  or other  evidence of  receipt or  first rejection.  Either party
   hereto may from time to time by notice in writing served upon the other as
   aforesaid  designate  a  different  mailing  address  or  a  different  or
   additional person to which all such notices or demands hereafter are to be
   addressed.

   14. Waivers.  Except  as otherwise provided  in this Note,  Maker and  all
   endorsers, guarantors, sureties  and accommodation parties  of this  Note,
   both before and after  maturity, hereby expressly  (i) waive all  protest,
   notice of protest, demand for payment, presentment for payment, notice  of
   intention to  accelerate maturity,  notice  of acceleration  of  maturity,
   notice of dishonor, bringing of suit,  and diligence in taking any  action
   to collect  any  amounts called  for  hereunder  and in  the  handling  of
   properties, rights  or  collateral  at any  time  existing  in  connection
   herewith; (ii) consent to  and waive notice of  any one or more  renewals,
   extensions or modifications of this Note,  whether made to or in favor  of
   Maker or any other person or persons, regardless whether any such renewal,
   extension or modification modifies  the terms, interest  rate or time  for
   payment of this Note and regardless of the length of term of the  renewal,
   extension or  modification;  (iii) consent  to  and waive  notice  of  any
   substitution, exchange or release of any  security now or hereafter  given
   for this Note;  (iv) consent to  and waive notice  of the  release of  any
   party primarily or  secondarily liable hereon;  (v) consent  to and  waive
   notice of any other indulgences, none of which shall otherwise affect  the
   liability of any of  said parties for the  indebtedness evidenced by  this
   Note; and (vi) agree that it will not be necessary for Payee, in order  to
   enforce payment  of this  Note,  first to  institute  suit against  or  to
   exhaust  Payee's  remedies  against  Maker  or  any  other  party   liable
   hereunder, or to proceed against any other security for this Note.

   15. Remedies Cumulative.  All rights and  remedies of Payee hereunder  are
   cumulative of each other  and of every other  right or remedy which  Payee
   may otherwise have  at law or  in equity or  under any  other contract  or
   document for the enforcement  of or the collection  of this Note, 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 Payee at any time to  assert or exercise any rights granted  by
   this Note shall not render the Payee liable to any person concerned herein
   or deprive  Payee of  any  rights granted  herein.   All rights  of  Payee
   hereunder may be assigned or transferred in whole or in part by Payee,  as
   it deems advisable, and the rights  of Payee hereunder shall inure to  the
   benefit of its successors and assigns.  All obligations of Maker hereunder
   shall bind the  heirs, legal  representatives, successors  and assigns  of
   Maker.

   16. Assignment.  No party to this Note  may assign or delegate any of  its
   rights or  obligations  hereunder  without  first  obtaining  the  written
   consent of the other party, which consent shall be in the sole  discretion
   of such other party.

   17.  Definitions; Applicable Law.  The terms "Maker" and "Payee" and other
   nouns and pronouns  include the  singular and/or  plural, as  appropriate.
   The  terms  "Maker"  and "Payee"  also  include  their  respective  heirs,
   personal representatives,  successors  and assigns.  This  Note  shall  be
   governed and construed in accordance with the  internal laws, and not  the
   laws of conflicts,  of the  State of  Texas.  Performance  by the  parties
   hereunder shall be deemed to occur exclusively in Dallas County, Texas.

   18. Commercial  Purpose.   Maker warrants  and  represents that  the  loan
   evidenced by this  Note is  being made  solely to  acquire or  carry on  a
   business  or  commercial  enterprise,  and/or  Maker  is  a  business   or
   commercial organization.  Maker further  warrants and represents that  all
   of the  proceeds of  this Note  shall be  used for  business,  commercial,
   investment or other similar purposes and  shall not be used for  personal,
   family, household or agricultural purposes.

   19.   Attorney's Fees and Expenses.  In  the event that Payee or any other
   holder  of this Note brings suit hereon,  or employs an attorney or incurs
   expenses to compel payment of this Note or any portion of the indebtedness
   evidenced  hereby,  or  to cure  any  Event  of Default under this Note or
   any   of  the  Security   Documents,  whether  through  suit,  insolvency,
   reorganization,  bankruptcy, or  any other  legal or  informal proceeding,
   Maker and all endorsers, guarantors and sureties agree additionally to pay
   all reasonable attorney's fees, court costs and other reasonable  expenses
   thereby incurred by Payee.

   20. Entire  Agreement.   THIS  NOTE,  THE  SECURITY  AGREEMENTS,  AND  ALL
   INSTRUMENTS OR DOCUMENTS  DELIVERED PURSUANT HERETO  OR THERETO,  TOGETHER
   WITH ALL EXHIBITS AND  SCHEDULES HERETO AND  THERETO, REPRESENT THE  FINAL
   AGREEMENT BETWEEN THE PARTIES HERETO AND  THERETO RELATING TO THE  SUBJECT
   MATTER HEREOF  AND THEREOF  AND MAY  NOT BE  CONTRADICTED BY  EVIDENCE  OF
   PRIOR, CONTEMPORANEOUS OR ORAL  AGREEMENTS OF THE  PARTIES.  THERE ARE  NO
   UNWRITTEN ORAL AGREEMENTS BETWEEN THE  PARTIES. DEBTOR REPRESENTS THAT  IS
   HAS BEEN REPRESENTED BY SEPARATE LEGAL COUNSEL RELATING TO THE NEGOTIATION
   AND EXECUTION OF THIS NOTE AND THE PLEDGE AND SECURITY AGREEMENT.



      EXECUTED to be effective as of the day and year first written above.


 MAKER:

                INTEGRATED PERFORMANCE SYSTEMS, INC.,
                           a New York corporation


       By: /s/ D. Ronald Allen
           ----------------------
       Name: D. Ronald Allen
       Its:  President/Chairman

 PAYEE:

                          BRAD JACOBY,
                          Individually


        By: /s/ Brad Jacoby
           ----------------------
        Name: Brad Jacoby