EXHIBIT 10.1



                 AGREEMENT FOR MANAGEMENT CONSULTING SERVICES


 AGREEMENT made on this 23rd day of July, 2004, between INTEGRATED
 PERFORMANCE SYSTEMS, INC. ("IPS"), a New York Corporation, with
 manufacturing facilities located at 10501 FM 720, Frisco, Collin County,
 Texas, and Brad Jacoby ("Consultant").


      WHEREAS, IPS and Lone Star Circuits (LSC) have signed a definitive
      Stock Purchase Agreement dated April 7, 2004 (the "Purchase
      Agreement");

      WHEREAS, IPS wishes to engage the services of the Consultant, as an
      independent contractor and not as an employee, to assist in the
      management of IPS in order to facilitate the performance of IPS and
      LSC under their agreements.


 THEREFORE, IPS engages the services of Consultant.  In consideration of the
 mutual promises contained in this contract, the parties hereby agree as
 follows:


 S1 - Term.  This agreement is for a period of two (2) years, commencing on
 the date of execution of this agreement.  It may be terminated by either
 party by giving 10 days' written notice to the other party.

 This Agreement shall terminate immediately upon the closing of the Purchase
 Agreement.


 S2 - Services to be Rendered.  Under this agreement, Consultant shall assume
 the overall management responsibility for the operations of IPS and its
 subsidiaries effective as of the date of execution of this Agreement.
 Consultant shall be a contract manager, and shall not be named as an
 officer or director pursuant to this Agreement.


 S3 - Authority and Obligations

 Consultant shall have the authority customarily exercised by the chief
 executive officer, saving those matters requiring the expenditure of funds
 beyond normal operating expenses, which require approval by the Chairman of
 the Board of Directors.

 Consultant shall report to the Chairman of the Board of IPS and shall keep
 the Chairman informed as to his activities through the use of regular
 meetings.  The Chairman shall also keep Consultant informed regarding
 all IPS matters and developments.

 IPS shall provide full cooperation and access to its facilities, employees,
 and business records.


 S4 - Compensation

 For services to be rendered pursuant to this Agreement, Consultant will
 be entitled to a fee of $20,000.00 per month, payable, at IPS' option, in
 Series C Preferred stock of IPS.  Payments accrue at the end of each month
 of service, are fully vested when paid, and are not contingent on either
 Consultant's length of service or on performance objectives.

 No compensation shall be due Consultant from IPS pursuant to this Agreement
 if the Purchase Agreement closes.

 While the base payment of $20,000.00 per month is not contingent on
 performance milestones, in the event that IPS achieves positive earnings
 before interest, depreciation, amortization, income taxes, and payments
 to Consultant for either year covered by this Agreement, Consultant shall
 receive Series C Preferred Stock of IPS having a redemption value of two
 hundred sixty thousand ($260,000.00) dollars.

 In the event the Purchase Agreement does not close (for any reason,
 including, but not limited to, Consultant's delivery of a termination notice
 to IPS under S3.04(g) of the Purchase Agreement), any Series C preferred
 stock paid under this Agreement shall be convertible into common stock at
 market price on the day of conversion.  The term of such conversion right
 shall be indefinite.  Consultant is also granted piggyback conversion rights
 in all stock received under this agreement.


 S5 - Indemnification

 The parties agree that Consultant will not be liable to IPS, its officers,
 directors, employees, customers, vendors, or any other party with respect to
 any act or omission performed by Consultant under this Agreement.

 IPS agrees to indemnify Consultant if he is, or is threatened to be made
 a named defendant or respondent in any threatened, pending, or completed
 proceeding, whether civil, criminal, administrative, arbitrative, or
 investigative, including all appeals.  IPS also agrees to pay or reimburse
 the expenses incurred by Consultant in connection with Consultant's
 appearance as a witness or other participation in a proceeding, even
 though Consultant is not a named Defendant or Respondent in the proceeding.

 Indemnification will be against all expenses, including, without limitation,
 attorney's fees, court costs, expert witness fees, judgments, decrees,
 fines, penalties, and reasonable expenses actually incurred by Consultant
 in connection with the proceeding.


 S6 - No Guarantee of Performance

 Consultant will perform services under this Agreement to the best of his
 abilities, devoting the amount of time necessary and appropriate towards
 meeting certain performance goals.  However, CONSULTANT MAKES NO GUARANTEE,
 AND PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO HIS
 PERFORMANCE OR THE PERFORMANCE OF IPS PURSUANT TO HIS LEADERSHIP.  THIS
 DISCLAIMER INCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
 PARTICULAR PURPOSE.  Consultant may be unable to improve the performance of
 IPS.  The failure of Consultant to meet certain performance objectives is
 neither a violation of this Agreement nor does it grant a right on the part
 of IPS to fail to perform its obligations under this Agreement, specifically
 including, but not limited to the compensation of Consultant as described in
 Section 4.


 S7 - Entire Agreement

 This Agreement constitutes the sole and only agreement of the parties with
 respect to management services and supersedes any prior understandings or
 written or oral agreements between the parties respecting this subject
 matter.


 S8 - Successors and Assigns

 This Agreement is binding on and inures to the benefit of the parties
 to it and their respective heirs, executors, administrators, legal
 representatives, successors and assigns.


 S9 - Attorneys Fees

 If any action at law or in equity is brought to enforce or interpret the
 provisions of this Agreement, the prevailing party is entitled to reasonable
 attorney's fees in addition to any other relief to which he may be entitled.


 S10 - Governing Law

 This Agreement, and the rights and duties of the parties under it, are
 governed by the laws of the State of Texas.


 S11 - Amendment

 This Agreement may be amended by the mutual agreement of the parties to it,
 in a writing to be attached to and incorporated in this Agreement.


 S12 - Construction.

 In the event that any one or more of the provisions contained in this
 Agreement is for any reason held to be invalid, illegal, or unenforceable
 in any respect, that invalidity, illegality, or unenforceability will not
 affect any other provisions, and the Agreement will be construed as if the
 invalid, illegal, or unenforceable provision had never been contained in it.


 SIGNED on this the 23rd day of July, 2004.





 /s/   RON ALLEN                         /s/ BRAD JACOBY
 -----------------------------------     ---------------------------------
 Ron Allen                               Brad Jacoby
 President and Chairman of the Board
 Integrated Performance Systems, Inc.