EXHIBIT 2.1


                           STOCK PURCHASE AGREEMENT
                           ------------------------

      This Stock Purchase Agreement ("Agreement") made this date by and
 between INTEGRATED PERFORMANCE SYSTEMS INC., a New York corporation ("IPS")
 and ASSOCIATES FUNDING GROUP, INC., a Texas corporation ("Purchaser").

      IPS desires to sell and Purchaser desires to purchase 840 Shares,
 representing eighty-four percent (84%) of the issued and outstanding
 capital stock of CHINA VOICE CORP., a Nevada corporation, and 96,000
 Shares representing forty-eight percent (48%) of VoIUM TECHNOLOGIES LTD.,
 a Cayman Islands Corporation, both partially owned subsidiaries of IPS,
 (the "Subsidiaries", whether one or more) on the terms and conditions
 set forth in this Agreement.

      In consideration of the mutual promises of the parties; in reliance on
 the representations, warranties, covenants, and conditions contained in this
 Agreement; and for other good and valuable consideration, the parties agree
 as follows:


 ARTICLE 1:     SALE

 1.01 Sale of Stock.  IPS agrees to sell, convey, transfer, assign, and
 deliver to Purchaser all of its Shares of the issued and outstanding capital
 stock of the Subsidiaries and Purchaser agrees to purchase such stock
 (collectively, the "Stock").

 1.02 Consideration; Terms of Sale.  (a) In consideration of the sale and
 transfer of the Stock and the representations, warranties, and covenants of
 IPS set forth in this Agreement, Purchaser shall pay to IPS 2,500 Shares of
 Series C Preferred Stock of IPS on the Closing Date;

      (b) IPS shall assign to Purchaser any indebtedness owed to IPS or its
 Affiliates by the Subsidiaries, on the Closing Date; and any debt owed by
 IPS or its Affiliates to the Subsidiaries shall be cancelled.

       (c) IPS agrees to cooperate, upon request of Purchaser, in making an
 election under Internal Revenue Code Section 338;

      (d) Purchaser and the Subsidiaries agree to cooperate with IPS's
 auditors, provided that IPS reimburses Purchaser and the Subsidiaries
 reasonable costs of producing information to IPS's auditors; and
 1.03 Closing.  The date of execution of this Agreement shall be deemed
 the "Closing Date" of this transaction.


 ARTICLE 2:     SELLER'S REPRESENTATIONS AND WARRANTIES

      IPS hereby represents and warrants to Purchaser that the following
 facts and circumstances are true and correct as of the date of this
 Agreement:

 2.01 Organization.  The Subsidiaries are corporations duly organized,
 validly existing, and in good standing under the laws of their jurisdictions
 of incorporation.  The Subsidiaries are qualified to do business in all
 jurisdictions in which they do business and have all requisite power and
 authority (corporate and, when applicable, government) to own, operate,
 and carry on their businesses as now being conducted.

 2.02 Ownership.  IPS is the sole owner of the Stock of the Subsidiaries
 with full right to sell or dispose of the Subsidiaries as it may choose.

 2.03 Authority.  IPS has full power and authority to execute, deliver, and
 consummate this Agreement, subject to the conditions to Closing set forth
 in this Agreement.

 2.04 Full Disclosure.  No representation, warranty, or covenant made to
 Purchaser in this Agreement nor any document, certificate, exhibit, or
 other information given or delivered to Purchaser pursuant to this Agreement
 contains or will contain any untrue statement of a material fact, or omits
 or will omit a material fact necessary to make the statements contained in
 this Agreement or the matters disclosed in the related documents,
 certificates, information, or exhibits not misleading.

 2.05 Broker.  Neither IPS, nor any of its officers, directors, employees,
 or stockholders, has retained, consented to, or authorized any broker,
 investment banker, or third party to act on its behalf, directly or
 indirectly, as a broker or finder in connection with the transactions
 contemplated by this Agreement.

 2.06 Compliance with Securities Laws.  (a) Purchaser acknowledges that
 IPS is relying upon the accuracy and completeness of the statements and
 representations contained in this section in complying with its obligations
 under the federal and state securities laws.  Purchaser acknowledges and
 represents that:

           (i) Purchaser is in a financial position to hold the shares of
      common stock of the Subsidiaries (the "Common Stock") and the Shares
      (together, the "Securities") for an indefinite period of time, is able
      to bear the economic risk of an investment in the Securities and may
      withstand a complete loss of Purchaser's investment in the Securities;

           (ii) The Purchaser believes that it, either alone or together with
      the assistance of its own professional advisor or advisors, has the
      knowledge and experience in business and financial matters that make
      it capable of reading and interpreting financial statements of and
      concerning IPS and the Subsidiaries and of evaluating the merits and
      risks of an investment in the Securities;

           (iii) Purchaser has obtained, to the extent it deems necessary,
      its own personal professional advice with respect to the risks inherent
      in an investment in the Securities and to the suitability of an
      investment in the Securities in light of its financial condition and
      investment needs;

           (iv) Purchaser understands that an investment in the Securities
      is highly speculative but that it believes that an investment in the
      Securities is suitable based upon Purchaser's investment objectives and
      financial needs, and that it has adequate means for providing for its
      current financial needs and contingencies and has no need for liquidity
      of investment with respect to the Securities;

           (v) Purchaser acknowledges access to full and complete information
      regarding IPS and the Subsidiaries and has utilized that access to
      Purchaser's satisfaction for the purpose of obtaining information
      concerning the named entities, an investment in the Securities and the
      terms and conditions of this offering of the Securities, and has either
      attended or been given reasonable opportunity to attend a meeting with
      representatives of IPS for the purpose of asking questions of, and
      receiving answers from, these representatives concerning IPS and
      the Subsidiaries, an investment in the Securities and the terms and
      conditions of this offering of the Securities, and for the purpose of
      obtaining any additional information to the extent reasonable available
      that is necessary to verify the information provided;

           (vi) Purchaser recognizes that the Securities as an investment
      involves a high degree of risk;

           (vii) Purchaser realizes that (A) the purchase of the Securities
      is a long-term investment; (B) the Purchaser must bear the economic
      risk of investment for an indefinite period of time because the
      Securities have not been registered under the Securities Act of 1933,
      as amended, or the securities laws of any state, and, therefore, cannot
      be sold unless they are subsequently registered under these laws or
      exemptions from registrations are available; (C) there presently is
      no public market for the Securities and Purchaser may not be able to
      liquidate Purchaser's investment in the Securities in the event of an
      emergency or to pledge the Securities as collateral for loans; and (D)
      the transferability of the Securities is restricted, and (1) requires
      conformity with the restrictions contained hereinbelow, and (2) will be
      further restricted by legends placed on the certificates representing
      the Securities referring to the applicable restrictions on
      transferability;

      (b) Purchaser has been advised that the Securities have not been
 registered under the Securities Act of 1933, as amended, or applicable state
 securities laws, that the Securities are being offered and sold pursuant to
 exemptions from the registration requirements of these laws, and that the
 reliance of IPS on these exemptions is predicated in part on Purchaser's
 representations contained in this section.  Purchaser represents and
 warrants that the Securities are being purchased for its own account and
 for investment and without the intention of reselling or redistributing the
 Securities, that Purchaser has not made any agreement with any other person
 or entity regarding any of the Securities, and that Purchaser's financial
 condition is such that it is not likely that it will be necessary for
 Purchaser to dispose of the Securities in the foreseeable future.  Purchaser
 is aware that, in the view of the Securities and Exchange Commission, a
 purchase of the Securities with an intent to resell the Securities by reason
 of any foreseeable specific contingency or anticipated change in market
 values, or any change in the condition of Purchaser or its business, or
 in connection with a contemplated liquidation or settlement of any loan
 obtained for the acquisition of the Securities and for which the Securities
 was pledged as security, would represent an intent that is inconsistent with
 the representations set forth above.  Purchaser further represents and
 agrees that, if, contrary to Purchaser's foregoing intentions, Purchaser
 later should desire to dispose of or transfer any of the Securities in any
 manner, Purchaser will not do so without first obtaining (A) an opinion of
 independent counsel to the effect that the proposed disposition or transfer
 lawfully can be made without registration of the Securities pursuant to the
 Securities Act of 1933 an then in effect and applicable state securities
 law, or (B) such registration.

      (c) Purchaser represents and warrants that the Securities are being
 received by Purchaser in Purchaser's own name solely for Purchaser's own
 beneficial interest, and not as nominee for, or on behalf of, or for the
 beneficial interest of, or with the intention to transfer to, any other
 person, trust or organization, except as specifically set forth hereinbelow.

      (d) Purchaser is informed of the significance to IPS of the foregoing
 representations, agreements and consents, and they are made with the
 intention that IPS may rely upon them and agrees to indemnify IPS, and its
 officers, directors and agents (the "Indemnified Parties") for any loss,
 claim or liability which any Indemnified Party might incur as a result of
 reliance upon any fact misrepresented by Purchaser in this section.

      (e) Purchaser additionally represents that the representations
 contained in this section have been duly authorized by all necessary action
 on the part of Purchaser, has been duly executed by an authorized officer or
 representative of Purchaser, and is a legal, valid and binding obligation of
 Purchaser enforceable according to its terms.


 ARTICLE 3:     PURCHASER'S REPRESENTATIONS AND WARRANTIES

      Purchaser represents and warrants to IPS that:

 3.01 Authority.  Purchaser has full power and authority to execute, deliver,
 and consummate this Agreement subject to the conditions to Closing set forth
 in this Agreement.  All corporate acts, reports, and returns required to be
 filed by Purchaser with any government or regulatory agency with respect to
 this transaction have been or will be properly filed prior to the date of
 this Agreement.  No provisions exist in any contract, document, or other
 instrument to which Purchaser is a party or by which Purchaser is bound that
 would be violated by consummation of the transactions contemplated by this
 Agreement.

 3.02 Organization and Standing of Purchaser.  Purchaser is a corporation
 duly organized, validly existing, and in good standing under the laws of
 the state of Texas, with corporate power to own property and carry on its
 business as it is now being conducted.


 ARTICLE 4:     CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

      The obligation of Purchaser to Close under this Agreement is subject
 to each of the following conditions (any one of which may, at the option of
 Purchaser, be waived in writing by Purchaser) existing on the date of this
 Agreement, or such earlier date as the context may require.

 4.01 Representations and Warranties.  Each of the representations and
 warranties of IPS in this Agreement and all other information delivered
 under this Agreement shall be true in all material respects as of the date
 of this Agreement.

 4.02 Compliance With Conditions.  IPS shall have complied with and performed
 all agreements, covenants, and conditions in this Agreement required to be
 performed and complied with.  All requisite action (corporate and other) in
 order to consummate this Agreement shall have been properly taken by IPS.

 4.03 Suit or Proceeding.  No suit or proceeding, legal or administrative,
 relating to any of the transactions contemplated by this Agreement shall
 have been overtly threatened or commenced that, in the sole discretion of
 Purchaser and its counsel, would make it inadvisable for Purchaser to Close
 this transaction.

 4.04 Government Approvals and Filings.  All necessary government approvals
 and filings regarding this transaction, if any, shall have been received or
 made prior to the date of this Agreement in substantially the form applied
 for to the reasonable satisfaction of Purchaser and its counsel.  Any
 applicable waiting period for the approvals and filings shall have expired.

 4.05 Corporate and Stockholder Action.  All corporate and stockholder action
 necessary to consummate the transactions contemplated in this Agreement
 shall have been properly taken by IPS.


 ARTICLE 5:     CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

      The obligation of IPS to Close under this Agreement is subject to each
 of the following conditions (any one of which at the option of IPS may be
 waived in writing by IPS) existing on the date of this Agreement.

 5.01 Corporate Action.  Purchaser shall have taken appropriate corporate
 action regarding this transaction, which shall be evidenced by resolutions
 of its board of directors and certified by Purchaser's corporate secretary,
 authorizing Purchaser to enter into and complete this transaction.


 ARTICLE 6:     PARTIES' OBLIGATIONS AT THE CLOSING

 6.01 IPS's Obligations at the Closing.  At the Closing, IPS shall deliver
 or cause to be delivered to Purchaser instruments of assignment and transfer
 of all of the issued and outstanding capital stock of the Subsidiaries in
 form and substance satisfactory to Purchaser.  Simultaneously with the
 consummation of the transfer, IPS shall put Purchaser in full possession
 and enjoyment of all properties and assets of the Subsidiaries.

      IPS, at any time before or after the date of this Agreement,
 shall execute, acknowledge, and deliver to Purchaser any further deeds,
 assignments, conveyances, other assurances, documents, and instruments of
 transfer reasonably requested by Purchaser.  IPS shall also take any other
 action consistent with the terms of this Agreement that may be reasonably
 requested by Purchaser for the purpose of assigning, transferring, granting,
 conveying, and confirming to Purchaser or reducing to possession any or all
 property and assets to be conveyed and transferred by this Agreement.

 6.02 Purchaser's Obligation at Closing.  At the Closing, Purchaser shall pay
 the purchase price, against delivery of the items specified in Paragraph
 6.01, above.


 ARTICLE 7:     GENERAL PROVISIONS

 7.01 Survival of Representations, Warranties, and Covenants.  The
 representations, warranties, covenants, and agreements of the parties
 contained in this Agreement or contained in any writing delivered pursuant
 to this Agreement shall survive the date of this Agreement for the period
 of time set forth in this Agreement.

 7.02 Notices.  All notices or other communications hereunder must be given
 in writing and either (i) delivered in person, (ii) transmitted by facsimile
 telecommunication, provided that any notice so given is also mailed as
 provided for herein, (iii) delivered by Federal Express or similar
 commercial delivery service, or (iv) mailed by certified mail, postage
 prepaid, return receipt requested, as follows:

 If to IPS:       17300 North Dallas Parkway, Suite 2040,
                  Dallas, Texas 75248;
                  facsimile number (972) 381-1211;

 If to Purchaser: 17300 North Dallas Parkway, Suite 2040,
                  Dallas, Texas 75248;
                  facsimile number (972) 381-1211.

 or to such other address or facsimile number as IPS or the Purchaser
 shall have designated to the other by like notice.  Each such notice
 or other communication shall be effective (i) if given by facsimile
 telecommunication, when transmitted, (ii) if given by mail, five (5)
 business days after such communication is deposited in the mail and
 addressed as aforesaid, (iii) if given by Federal Express or similar
 commercial delivery service, one (1) business day after such communication
 is deposited with such service and addressed as aforesaid, and (iv) if
 given by any other means, when actually delivered at such address.

 7.03 Assignment of Agreement.  This Agreement shall be binding on and
 inure to the benefit of the parties to this Agreement and their respective
 successors and permitted assigns.  This Agreement may not be assigned by any
 other party without the written consent of all parties and any attempt to
 make an assignment without consent is void.

 7.04 Governing Law.  This Agreement shall be construed and governed by the
 laws of the state of Texas.

 7.05 Amendments; Waiver.  This Agreement may be amended only in writing by
 the mutual consent of all of the parties, evidenced by all necessary and
 proper corporate authority.  No waiver of any provision of this Agreement
 shall arise from any action or inaction of any party, except an instrument
 in writing expressly waiving the provision executed by the party entitled
 to the benefit of the provision.

 7.06 Entire Agreement.  This Agreement, together with any documents and
 exhibits given or delivered pursuant to this Agreement, constitutes the
 entire agreement between the parties to this Agreement on the subject matter
 of this Agreement.  No party shall be bound by any communications between
 them on the subject matter of this Agreement unless the communication is (a)
 in writing, (b) bears a date contemporaneous with or subsequent to the date
 of this Agreement, and (c) is agreed to by all parties to this Agreement.
 On execution of this Agreement, all prior agreements or understandings
 between the parties on the subject matter of this Agreement shall be null
 and void.


 Signed as of April 21, 2004.

 IPS: Integrated Performance Systems Inc.


 By:  ______________________________
      D. Ronald Allen, President



 Purchaser:  Associates Funding Group, Inc.


 By:  ______________________________
      D. Ronald Allen, President