EXHIBIT 10.9


      THE STOCK  OPTIONS DESCRIBED  HEREIN AND  THE SECURITIES  ISSUABLE
      UPON THE EXERCISE  HEREOF 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.

 Date:____________________                           Option ____________

 This Stock Option Transfer Agreement (the "Agreement") is made and entered
 into on this ________________ by and between BRAD JACOBY, individual
 ("Grantor"), and _______________, individual ("Recipient"), and takes
 effect only after closing (as that term is defined therein) of the Purchase
 Agreement by and between INTEGRATED PERFORMANCE SYSTEMS, INC. ("IPFS") and
 BEST CIRCUIT BOARDS, INC. d/b/a Lone Star Circuits ("LSC") executed on
 October 22, 2004.

                                  WITNESSETH

 WHEREAS, Recipient is recognized as a key employee to LSC, and will in the
 future be a key employee of the surviving entity of the merger between IPFS
 and LSC (the "Merged Entity");

 NOW, THEREFORE, in consideration of the premises, covenants, and agreements
 contained herein, and for other good and valuable consideration, the receipt
 and sufficiency of which are hereby acknowledged and confessed, Grantor and
 Recipient agree as follows:


 1.  Granting of Stock Options
     -------------------------
 Grantor, an individual residing in Dallas County, Texas, hereby transfers
 and conveys to Recipient  an option to acquire ________________ shares of
 stock in the Merged Entity from Grantor.  The stock issued to Recipient
 pursuant to the exercise of options granted in this Agreement (the
 "underlying stock") shall be stock owned by Grantor and not newly issued
 treasury stock of the Merged Entity.

 2.  Exercise Price
     --------------
 Exercise of the granted options shall be a cashless exercise.

 3.  Exercise Period
     ---------------
 The options described herein are exercisable at any time subsequent to the
 execution of this agreement.

 4.  Right of First Refusal on Sale of Stock
     ---------------------------------------
 Grantor hereby retains a right of first refusal on any sale of stock by
 Recipient subsequent to Recipient's exercise of stock options granted under
 this Agreement.  Grantor shall have the right to purchase all or a portion
 of the stock offered for sale by Recipient at the same bid price offered to
 a third party.

 5.  Shares Carry Restrictions
     -------------------------
      The shares of Common  Stock of the Company  purchased upon exercise  of
 this Option ("Restricted Stock") or purchasable upon exercise of this Option
 ("Underlying Stock") shall  not be transferable  except upon the  conditions
 stated below, which are intended to insure compliance with federal and state
 securities  laws.  The  certificates  representing  these shares  of  stock,
 unless the same are  registered prior to exercise  of this Option, shall  be
 stamped or otherwise imprinted with a legend in substantially the  following
 form:

      "The securities  represented by  this  Certificate have  not  been
      registered under the Securities  Act of 1933,  as amended, or  the
      securities laws of any state.   The securities have been  acquired
      for  investment  and  may  not  be  sold,  offered  for  sale   or
      transferred in the absence of an effective registration under  the
      Securities Act  of  1933, as  amended,  and any  applicable  state
      securities laws or an opinion of counsel satisfactory in form  and
      substance to counsel  for the Company  that the transaction  shall
      not result in a violation of state or federal securities laws."

 BY EXECUTION OF THIS AGREEMENT, TRANSFEREE HEREBY
 ACKNOWLEDGES THAT HE IS TAKING SUBJECT TO SUCH RESTRICTIONS AND WILL FOREVER
 HOLD GRANTOR HARMLESS FOR ANY ABILITY OR LACK THEREOF TO TRANSFER OR SELL
 SUCH SECURITIES.

 6.  No Guarantee of Future Value
     ----------------------------
 While Grantor, as Chief Executive Officer of the Merged Entity, will
 diligently pursue all means of obtaining adequate return on the stock of
 the merged entity, Grantor makes no guarantee as to the future value of such
 transferred shares.  Recipient should consult its own investment advisor as
 to the advisability of the continued holding of the transferred shares once
 restrictions on the sale or transfer have been removed.

 7.  Method of Exercise.
     -------------------
 While this Option remains outstanding and exercisable, the Recipient may
 exercise, in whole or in part, the purchase rights evidenced hereby.  Such
 exercise shall be effected by:  (i) the surrender of the Option, together
 with a duly executed copy of the form of exercise attached hereto, to the
 Secretary of the Company at its principal offices; and (ii) a statement
 identifying the number of shares for which the options are being exercised.

 8.  Certificate for Shares
     ----------------------
 Upon the exercise of the rights evidenced by this Option, one or more
 certificates for the number of Shares so redeemed shall be issued as soon as
 practicable thereafter, and in any event within 30 days of the delivery of
 the subscription notice.

 9.  Reservation of Shares
     ---------------------
 Jacoby covenants that he will at all times, keep available such number of
 authorized shares of his Common Stock, free from all preemptive rights with
 respect thereto, which will be sufficient to permit the exercise of this
 Option for the full number of Shares specified herein, upon exercise of this
 Option.  Jacoby further covenants that such Shares, when issued pursuant to
 the exercise of this Option, will be duly and validly issued, fully paid and
 non-assessable and free from all taxes, liens and charges with respect to
 the issuance thereof.

 In furtherance of this Section 9, Jacoby shall, immediately upon receipt of
 common stock in IPFS pursuant to the closing of the transaction referenced
 in the preamble to this Agreement, deposit into escrow an amount of stock
 sufficient to satisfy the amount of the grant as described herein.  A
 separate escrow agreement shall be executed and incorporated as if described
 fully herein.

 10.  Adjustment of Exercise Price and Number of Shares
      -------------------------------------------------
 The number of and kind of securities purchasable upon exercise of this
 Option shall be subject to adjustment from time to time as follows:

           (a)  Subdivisions and Combinations.  If  the Company shall at  any
 time prior to the  expiration of this Option  subdivide its Common Stock  by
 split-up or otherwise,  or combine its  Common Stock, the  number of  Shares
 issuable on the exercise of this  Option shall forthwith be  proportionately
 increased in the case of a subdivision, or proportionately decreased in  the
 case of a combination.  Any adjustment under this Section 7(a) shall  become
 effective  at  the  close  of  business  on  the  date  the  subdivision  or
 combination becomes effective.

           (b)  Notice of Adjustment.  When any adjustment is required to  be
 made in  the number  or kind  of  shares purchasable  upon exercise  of  the
 Option, the Company shall promptly notify Recipient of such event and of the
 number of shares of Common Stock or other securities or property  thereafter
 purchasable upon exercise of the Option.

 11.  No Stockholder Rights
      ---------------------
 Prior to the exercise of this Option, Recipient shall not be entitled to
 any rights of a shareholder with respect to the Shares, including (without
 limitation) the right to vote such Shares, receive dividends or other
 distributions thereon, exercise preemptive rights or be notified of
 shareholder meetings, and such Recipient shall not be entitled to any notice
 or other communication concerning the business or affairs of the Company.

 12.  Mutilated or Missing Options
      ----------------------------
 In case any Option shall be mutilated, lost, stolen or destroyed,
 Jacoby shall issue and deliver in exchange and substitution for and upon
 cancellation of the mutilated Option, or in lieu of and substitution for
 the Option lost, stolen or destroyed, a new Option of like tenor and
 representing an equivalent right or interest, but only upon receipt of
 evidence reasonably satisfactory to Jacoby of such loss, theft or
 destruction of such Option and indemnity or bond, if requested, also
 reasonably satisfactory to Jacoby.  An applicant for such substitute Option
 shall also comply with such other reasonable regulations and pay such other
 reasonable charges as Jacoby may prescribe.

 13.  Payment of Taxes
      ----------------
 Jacoby will pay all taxes (other than any income taxes or other similar
 taxes), if any, attributable to the initial issuance of the Option and the
 issuance of the Shares upon the exercise of the Option, provided, however,
 that Jacoby shall not be required to pay any tax or taxes which may be
 payable in respect of the issuance or delivery of any Option, or the
 transfer thereof, and no such issuance, delivery or transfer shall be made
 unless and until the person requesting such issuance or transfer has paid to
 Jacoby the amount of any such tax, or has established, to the satisfaction
 of Jacoby, that no such tax is payable or such tax has been paid.

 The options granted herein will constitute compensation under S61 of the
 Internal Revenue Code.  Under that provision, Recipient would have
 compensation in the amount of the fair market value of the underlying
 stock received pursuant to the exercise of the options granted under this
 Agreement as of the date of exercise.  Recipient hereby acknowledges the
 opportunity to consult with its own tax advisor as to the proper tax
 treatment of both the granting and exercise of the options.  Recipient
 further acknowledges that he will be responsible for all taxes imposed on
 the granting or exercise of options, as well as on any subsequent sale or
 transfer of the underlying stock.

 14.  Option Register
      ---------------
 The Options shall be numbered and shall be registered on the books of the
 Company (the "Option Register") as they are issued.  The Company shall be
 entitled to treat the registered holder of any Option on the Option Register
 as the owner in fact thereof for all purposes and shall not be bound to
 recognize any equitable or other claim to or interest in such Option on the
 part of any other person, and shall not be liable for any registration or
 transfer of Options which are registered or to be registered in the name
 of a fiduciary or the nominee of a fiduciary unless made with the actual
 knowledge that a fiduciary or nominee is committing a breach of trust in
 requesting such registration of transfer, or with knowledge of such facts
 that its participation therein amounts to bad faith.

 15.  Transfer of Options
      -------------------
 The Options shall be transferable on the Option Register only upon  delivery
 thereof duly endorsed by the Recipient or by his duly authorized attorney or
 representative, or accompanied by proper evidence of succession,  assignment
 or authority  to transfer.  In all  cases of  transfer by  an attorney,  the
 original power of attorney, duly approved, or an official copy thereof, duly
 certified  shall  be deposited  with the  Company.  In case  of transfer  by
 executors, administrators, guardians  or other  legal representatives,  duly
 authenticated evidence  of their  authority shall  be produced,  and may  be
 required to  be deposited  with the  Company in  its  discretion.  Upon  any
 registration of transfer, the Company shall deliver a new Option  or Options
 to the Person entitled thereto.  Notwithstanding the foregoing, the  Company
 shall have no obligation to cause Options to be transferred on its books  to
 any Person,  unless the  Recipient  of such  Options  shall furnish  to  the
 Company evidence of compliance with the Securities Act of 1933, as  amended,
 and applicable state blue sky laws.

 16.  Successors and Assigns
      ----------------------
 The terms and provisions of this Option  shall inure to the benefit of,  and
 be binding  upon,  Jacoby  and  the  holders  hereof  and  their  respective
 successors and assigns.

 17.  Agreement is with Individual, not Corporation
      ---------------------------------------------
 Recipient hereby acknowledges that this Agreement is only with the
 individual Grantor Brad Jacoby.  In no way does this Agreement create any
 rights on behalf of Recipient with respect to IPFS, LSC, or the Merged
 Entity.

 18.  Transfer Void to the Extent Grantor Retains Less than 51% of the Merged
      -----------------------------------------------------------------------
      Entity
      ------
 The merger transaction between IPFS and LSC, which will take place
 immediately prior to execution of this Agreement, involves the transfer of
 control to the Merged Entity to Grantor Brad Jacoby.  Under no circumstances
 will any transfer pursuant to this Agreement or pursuant to similar
 agreements made with other key employees contemporaneously with the
 execution of this Agreement, leave Grantor with less than 51% control of
 all shares issued and outstanding of the Merged Entity.  To the extent this
 Agreement creates such a transfer, such transfer shall be void ab initio.

 In the event of such a transfer under this section, the number of shares
 transferred shall be adjusted proportionally with those shares transferred
 under similar agreements made contemporaneously with other key employees.

 19.  Disputes to be Arbitrated
      -------------------------
 Any unresolved disputes arising out of this Agreement shall be submitted to
 the nearest office of the American Arbitration Association for resolution.

 20.  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 Dallas County, Texas.

 21.  Severability
      ------------
 The provisions of this Agreement are intended to be severable.  If any
 such provision is held invalid or unenforceable in whole or in part in any
 jurisdiction, such provision shall, as to such jurisdiction, be ineffective
 to the extent of such invalidity or unenforceability without in any manner
 affecting the validity or enforceability thereof in any other jurisdiction
 or the remaining provisions hereof in any jurisdiction.

 22.  Prior Understandings
      --------------------
 This Agreement supersedes all prior understandings and agreements, whether
 written or oral, between the parties hereto relating to the transactions
 provided for herein.  Specifically, but not by way of limitation, this
 Agreement incorporates and supersedes the oral option agreement made between
 Grantor and Recipient on or about April, 1996.

 23.  Amendments; Waiver
      ------------------
 This Agreement may be amended only in writing by the mutual consent of both
 Grantor and Recipient.  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.

 24.  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.

 25.  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.


 Signed this ______________.


 ________________________________        ______________________________
 Brad Jacoby                             Brent Nolan