EXHIBIT 2.5


                           ASSET PURCHASE AGREEMENT
                           ------------------------

 This Asset Purchase Agreement ("Agreement") made this date by and between
 PERFORMANCE APPLICATION TECHNOLOGIES INC., a Texas corporation ("SELLER"),
 and LSC ASSET ACQUISITION CORP., a Texas corporation and/or Assigns,
 ("Purchaser").

      SELLER desires to sell and Purchaser desires to purchase all of the
 assets of SELLER ("The Assets").

      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.  On the terms and subject to the conditions set forth in this
      Agreement, at the Closing, Purchaser will purchase from SELLER, and
      SELLER will sell, transfer, assign, convey and deliver to Purchaser
      all of the following assets:

      (a) all the machinery, equipment, and furniture owned by SELLER on
      the Closing date (collectively, the "Equipment"), such equipment
      being carried on SELLER'S books at $885,000 at August 31, 2004;

      (b) all the raw materials and supplies, work and goods in process
      and finished goods inventories owned by SELLER on the Closing Date,
      (collectively, the "Inventory"), having a book value of approximately
      zero at August 31, 2004;

      (c) all accounts receivable due to SELLER on the Closing Date
      (collectively, the "Accounts Receivable"), having a book value
      of approximately zero at August 31, 2004;

      (d) all deposits of SELLER (collectively, the "Deposits");

      (e) all contracts, agreements, purchase or sale orders to which SELLER
      is a party (collectively, the "Contracts");

      (f) to the extent legally assignable, all licenses, approvals, permits
      and certificates obtained from governmental agencies and held by SELLER
      as of the Closing Date;

      (g) all telephone numbers currently assigned to SELLER;

      (h) the name of  SELLER and any related or derivative name;

      (i) trade marks, trade names and patents owned by SELLER;

      (j) SELLER'S customer lists:

      (k) the business of SELLER as a going concern and all goodwill of, in,
      related to or associated with such business;

      (l) the cash and bank accounts of SELLER;

      (m) any claims asserted by SELLER in any litigation involving SELLER;

      (n) SELLER minute books, tax returns and other corporate documents;

      (o) leasehold rights to property located at 10501 FM 720 E in Frisco,
      Texas (the "Facility");

 1.02 SELLER Retention.  Notwithstanding anything contained in Article 1.01
 to the contrary, SELLER is not selling, and Purchaser is not purchasing,
 pursuant to this Agreement, any of the following, all of which shall be
 retained by SELLER:

      (a) the consideration delivered or to be delivered to SELLER pursuant
        to this Agreement;

      (b) the right of SELLER to enforce the obligations of Purchaser under
        the this Agreement;

 1.03 Condition. Purchaser acknowledges and agrees that SELLER makes no
 warranties with respect to the Assets and the Assets are being sold "AS IS"
 and "WHERE IS" and all warranties, express or implied, of merchantability or
 fitness for purpose or otherwise with respect to the condition, quality or
 suitability of the Assets, are hereby expressly disclaimed

 1.04 Consideration. The purchase price for the Assets shall be paid by
 Purchaser as follows:

       (a) At Closing, Purchaser shall assume SELLER'S secured debt to
         U.S.A. Funding Ltd., having an approximate principal balance of
         $262,000 at August 31, 2004.

       (b) At Closing, Purchaser shall assume SELLER'S secured debt to
         Varga Investments Inc., having an approximate principal balance
         of $1,655,000 at August 31, 2004.

       (c) At Closing, Purchaser shall assume SELLER'S debt to Legacy Bank,
         having an approximate principal balance of $44,000 at August 31,
         2004.

       (d) At Closing, Purchaser shall assume SELLER's debt to Associates
         Funding Group, having an approximate principal balance of $857,000
         at August 31, 2004.

       (e) At closing, Purchaser shall assume the Accounts Payable and
         accrued liabilities of SELLER  up to an amount which is equal
         to the Accounts Receivable which are aged less than 90 days.
         Purchaser shall provide a list of the accepted Accounts Payable
         to SELLER at Closing.

 1.05 Due Diligence Period. Purchaser shall have a period of thirty days
 from execution of this Agreement ("Due Diligence Period") to perform Due
 Diligence with respect to SELLER, and Purchaser may terminate this Agreement
 if the Due Diligence results are not satisfactory to Purchaser, as its sole
 discretion.  During this Due Diligence Period SELLER shall cooperate with
 Purchaser and Purchaser's auditors to provide information requested.  If
 Purchaser terminates this Agreement, Purchaser shall agree not to do
 business with customers of SELLER for two years after the termination
 of this Agreement except for customers where Purchaser or any company
 subsequently acquired by Purchaser, has a history of doing business.

 1.06 Closing. Closing shall occur within thirty (30) days after the end
 of the Due Diligence Period.  However, Purchaser may close earlier at its
 option.

 1.07 No Third Party Beneficiaries. The assumption by Purchaser of
 liabilities of  SELLER pursuant to this Agreement shall in no way expand
 the rights or remedies of any third party against SELLER or  Purchaser as
 compared to the rights and remedies which such third party would have had
 beneficially against SELLER had Purchaser not assumed such liabilities.
 Without limiting the generality of the foregoing, the assumption by
 Purchaser of liabilities of SELLER pursuant to this Agreement shall not
 create any third party beneficiary rights.

 ARTICLE 2:     SELLER'S REPRESENTATIONS AND WARRANTIES

      SELLER 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.  SELLER is a corporation duly organized, validly
 existing, and in good standing under the laws of Texas.  SELLER is qualified
 to do business in all jurisdictions in which it does business and has all
 requisite power and authority (corporate and, when applicable, government)
 to own, operate, and carry on its business as now being conducted.

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

 2.03 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.

 2.04 Broker.  Neither the SELLER, 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.

 2.05  Liens. SELLER represents and warrants that there are no liens on
 the Assets except for liens to secure debts listed in Article 1.04 (a),
 1.04 (b), 1.04 (c), and 1.04 (d).

 2.06  Operations Prior to Closing. SELLER warrants that it will use its
 best efforts to operate the business of SELLER prior to Closing.  SELLER
 shall not enter into any transactions outside of the normal course of
 business without prior notice to Purchaser.

 2.07 Environmental Matters. Except as may be otherwise expressly disclosed
 to Purchaser in writing during the Due Diligence Period, SELLER hereby
 represents, covenants and warrants to Purchaser as follows:

      (a) To the best of its knowledge, neither the Facility nor it are
 the subject of any pending or threatened investigation or inquiry by any
 federal, state, local or other governmental authority ("Governmental
 Authority") of are subject to any remedial obligations under any applicable
 zoning ordinances and building codes, flood disaster laws and health and
 environmental laws, rules and regulations pertaining to health or the
 Environment ("Applicable Laws"), including without limitation, the
 Comprehensive Environmental Response, Compensation, and Liability Act of
 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act
 of 1987, as amended ("RCRA"), the Texas Water Code and the Texas Solid
 Waste Disposal Act.

      (b) To the best of its knowledge, it has obtained any required permits,
 licenses or authorizations to construct, occupy, operate or use any portion
 of its facility by reason of any Applicable Laws.

      (c) It has not received notice from any Governmental Authority that (i)
 hazardous substances, solid wastes, asbestos or other substances known or
 suspected to pose a threat to health or the environment ("Hazards") have
 been disposed of or otherwise released on or to the Facility or exist on
 or within any portion of the Facility, (ii) prior use by them or the prior
 owners of the Facility, has occurred which violates any Applicable Laws, or
 (iii) the use which they make or intend to make of the Facility will result
 in the disposal or release of any hazardous substance, solid waste or hazard
 on, in or to the Facility.  The terms "hazardous substance" and "release"
 shall each have the meanings specified in CERCLA, and the terms "solid
 waste" and "disposal" (or "disposed") shall each have the meanings specified
 in RCRA; provided, however, that in the event either CERCLA or RCRA is
 amended so as to broaden the meaning of any term defined thereby, such
 broader meaning shall apply subsequent to the effective date of such
 amendment; and provided further that, to the extent that the laws of the
 State of Texas establish a meaning for  "hazardous substance," "release,"
 "solid waste," or "disposal" which is broader than that specified in either
 CERCLA, RCRA or other federal law, such broader definition shall apply.

      (d) To the best of its knowledge, there are no on-site or off-site
 locations where hazardous substances, solid wastes or hazards from the
 Facility have been improperly stored, treated, recycled, or disposed of.

      (e) To the best of its knowledge, there has been no litigation brought
 or threatened nor any settlement reached by or with any parties alleging
 the presence, disposal, release or threatened release, of any hazardous
 substance, solid wastes, or hazard from the use or operation of the
 Facility.

      (f) It has not received notice from any Governmental Authority that the
 Facility is on any federal or state "Superfund" list, or subject to any
 environmentally related liens.

      (g) Neither it nor, to its knowledge, any tenant of any portion of its
 Facility, has received any    notice from any Governmental Authority with
 respect to any violation of any Applicable Laws.

      (h) It has not caused any violation of any Applicable Laws nor
 permitted any environmental liens  to be placed on any portion of the
 Facility.


 ARTICLE 3:     PURCHASER'S REPRESENTATIONS AND WARRANTIES

      Purchaser represents and warrants to SELLER 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 SELLER in this Agreement and all other information delivered
 under this Agreement including but not limited to financial statements shall
 be true in all material respects as of the date of this Closing.

 4.02 Compliance With Conditions.  SELLER 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 SELLER.

 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 SELLER.

 ARTICLE 5:     CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

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

 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 SELLER'S Obligations at the Closing.  At the Closing, SELLER shall
 deliver or cause to be delivered to Purchaser instruments of assignment and
 transfer of all of the Assets of SELLER in form and substance satisfactory
 to Purchaser.  Simultaneously with the consummation of the transfer, SELLER
 shall put Purchaser in full possession and enjoyment of all Assets
 transferred to Purchaser.

      SELLER, at any time after the Closing, shall execute, acknowledge,
 and deliver to Purchaser any further deeds, assignments, conveyances, other
 assurances, documents, and instruments of transfer reasonably requested by
 Purchaser.  SELLER  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, as described in Article 1.05, against delivery of the
 items specified in Paragraph 6.01, above.

 ARTICLE 7:     EMPLOYEES

      Purchaser shall deliver an offer of employment at least five days prior
 to the closing date to the employees of SELLER selected for employment by
 Purchaser.  Purchaser's offer shall be contingent upon the occurrence of
 the Closing and shall provide that all accrued but unused vacation earned
 by such employees while in the employ of SELLER shall be carried over and
 honored by Purchaser upon acceptance of Purchaser's offer of employment.
 All employees who accept Purchaser's offer of employment shall become
 employees effective upon the closing (such employees hereinafter referred
 to as the ("Continuing Employees").  Purchaser shall provide to SELLER at
 the Closing a list of all Continuing Employees and SELLER shall deliver a
 termination notice to each of the Continuing Employees of Purchaser.

 ARTICLE 8:     GENERAL PROVISIONS

 8.01 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.

 8.02 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 Purchaser:    4201 Shadybrook Lane
                     Rowlett, Texas 75088
                     Facsimile number (972) 463-4072

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

 or to such other address or facsimile number as the SELLER, 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.

 8.03 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, except that Purchaser may assign
 the Agreement to another subsidiary of Lone Star Circuits Inc.

 8.04 Governing Law; Venue.  This Agreement shall be made and entered into
 in Dallas, Dallas County, Texas, and shall be governed by and construed and
 enforced in accordance with the Laws of the State of Texas without giving
 effect to any conflict of law, rule or principle of that state.  Venue for
 any actions in construction or enforcement of this Agreement shall be in
 Dallas County, Texas.

 8.05 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.

 8.06 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.

 8.07  Counterpart Execution.  This Agreement may be executed in multiple
 counterparts, each of which shall be deemed an original, and each of which
 alone, and all of which together, shall constitute one and the same
 instrument.  When each party has executed and delivered a counterpart of
 this Agreement, the Agreement shall be fully binding on and enforceable by
 the parties.  In making proof of the Agreement it shall not be necessary to
 produce or account for any counterpart other than the counterpart signed by
 a party against whom this Agreement is to be enforced.

 8.08  Headings.  The headings in this Agreement are inserted for convenience
 and identification only and are in no way intended to describe, interpret,
 define or limit the scope, extent or intent of this Agreement or any
 provision hereof.

 8.09  Severability.  If any part, article, paragraph, sentence or clause
 of this Agreement shall be held to be indefinite, invalid or otherwise
 unenforceable by a court of competent jurisdiction or by an arbitration
 panel, the entire Agreement shall not fail on account thereof and the
 balance of the Agreement shall continue in full force and effect.


 Signed as of October 22, 2004.


 LSC Asset Acquisition Corp.

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


 Performance Application Technologies Inc.

 By: /s/ D. Ronald Allen
     --------------------------
     D. Ronald Allen, President