EXHIBIT 4.1



                         CERTIFICATE OF DESIGNATION

      I.   The name of the Corporation is Integrated Performance Systems,
 Inc.  The name under which the Corporation was formed is Espo's Inc.

      II.  The date its Certificate of Incorporation was filed by the
 Department of State is the 29th day of November, 1990.

      III. The Certificate of Incorporation of the Corporation, as amended,
 authorizes the issuance of Ten Million (10,000,000) shares of Preferred
 Stock, each with a par value of One Cent ($.01), with such designations,
 relative rights, preferences and limitations as may be fixed by the Board
 of Directors.

      IV.  The Certificate of Incorporation is hereby amended, pursuant to
 Section 502(d) of the Business Corporation Law, by the addition of the
 following provisions fixing the number, designation, relative rights,
 preferences, and limitations of 300,000 of the shares of Preferred Stock
 authorized by the Certificate of Incorporation, as fixed by the Board of
 Directors pursuant to authority vested in it by the Certificate of
 Incorporation, as follows:

 (a)  Designation.  The series of Preferred Stock created hereby shall be
 designated the Series F Preferred Stock (the "Series F Preferred Stock").

 (b)  Authorized Shares.  The number of shares of Series F Preferred Stock
 shall be 300,000 shares.

 (c) Liquidation Rights.  In the event of any liquidation, dissolution or
 winding up of the corporation, either voluntary of involuntary, after
 setting apart or paying in full the preferential amounts due to holders of
 senior capital stock, if any, the holders of Series F Preferred Stock and
 parity capital stock, if any, shall be entitled to receive, prior and in
 preference to any distribution of any of the assets or surplus funds of the
 corporation to the holders of junior capital stock, including Common Stock,
 an amount equal to the value of Lone Star Circuits Inc., with such value
 being divided by the number of outstanding shares of Series F Preferred
 Stock to determine the value per share, (the "Liquidation Preference").
 If upon such liquidation, dissolution or winding up of the corporation,
 the assets of the corporation available for distribution to the holders
 of the Series F Preferred Stock and parity capital stock, if any, shall be
 insufficient to permit in full the payment of the Liquidation Preference,
 then all such assets of the corporation shall be distributed ratably among
 the holders of the Series F Preferred Stock and parity capital stock, if
 any.  Neither the consolidation or merger of the corporation nor the sale,
 lease or transfer by the corporation of all or a part of its assets shall
 be deemed a liquidation, dissolution or winding up of the corporation for
 purposes of this Section (c).

 (d)  Dividends.  The Series F Preferred Stock shall not be entitled to
 receive any dividends.

 (e)  Conversion Rights.  Each share of Series F Preferred Stock shall be
 convertible, at the option of the holder, into 1,000 fully paid and non-
 assessable shares of the Company's Common Stock, provided, however, that
 such conversion would not violate any applicable federal, state, or local
 law, rule, regulation, or any judgment, writ, decree, or order binding upon
 the Company or the holder, or any provision of the company's or holder's
 amended Articles of Incorporation or Bylaws, nor conflict with or
 contravene the Provisions of any agreement to which the Company and the
 holder are Parties or by which they are bound.  The foregoing conversion
 calculation shall be hereinafter referred to as the "Conversion Ratio".
 Said conversion ration shall be subject to equitable adjustment at the
 reasonable discretion of the Board of  Directors of the Corporation in
 the event of the occurrence of capital events which make such adjustment
 appropriate, such as a dividend payable in shares of common stock, stock
 splits, reverse stock splits combinations of the common stock, a merger or
 consolidation, or the like.

      (i)  Conversion Procedure.  The holder shall effect conversions by
 surrendering the certificate(s) representing the Series F Preferred Stock
 to be converted to the corporation, together with a form of conversion
 notice satisfactory to the corporation, which shall be irrevocable.  If
 the holder is converting less than all of the shares of Series F Preferred
 Stock represented by the certificate tendered, the corporation shall
 promptly deliver to the holder a new certificate representing the Series F
 Preferred Stock not converted.  Not later than five (5) trading days after
 the conversion date, the corporation will deliver to the holder, (i) a
 certificate or certificates, which shall be subject to restrictive legends
 and trading restrictions required by law, representing the number of shares
 of Common Stock being acquired upon the conversion; provided, however, that
 the corporation shall not be obligated to issue such certificates until
 the Series F Preferred Stock is delivered to the corporation.  If the
 corporation does not deliver such certificate(s) by the date required under
 this paragraph (e) (i), the holder shall be entitled by written notice to
 the corporation at any time on or before receipt of such certificate(s), to
 rescind such conversion.

      (ii)  Adjustments on Stock Splits, Dividends and Distributions.
 If the corporation, at any time while any Series F Preferred Stock
 is outstanding, (a) shall pay a stock dividend or otherwise make a
 distribution of distributions on shares of its Common Stock payable in
 shares of its capital stock (whether  payable in shares of its Common Stock
 or of capital stock of any class), (b) subdivide outstanding shares of
 Common Stock into a larger number of shares, (c) combine outstanding
 shares of Common Stock into a smaller number of  shares, or (d) issue
 reclassification of shares of Common Stock any shares of capital stock of
 the corporation, the Conversion Ratio shall be adjusted by multiplying the
 number of shares of Common Stock issuable by a fraction of which the
 numerator shall be the number of shares of Common Stock of the corporation
 outstanding after such event and of which the denominator shall be the
 number of shares of Common Stock outstanding before such event.  Any
 adjustment made pursuant to this Paragraph (e) (ii) shall become effective
 immediately after the record date for the determination of stockholders
 entitled to receive such dividend or distribution and shall become
 effective immediately after the effective date in the case of a
 subdivision, combination or reclassification.  Whenever the Conversion
 Ratio is adjusted pursuant to this paragraph, the corporation shall
 promptly mail to the Holder a notice setting forth the Conversion Ratio
 after such adjustment and setting forth a brief statement of the facts
 requiring such adjustment.

      (iii) Adjustments on Reclassification, Consolidations and Mergers.  In
 case of reclassification of the Common Stock, any consolidation or merger
 of the corporation with or into another person, the sale or transfer of all
 or substantially all of the assets of the corporation or any compulsory
 share exchange pursuant to which the Common Stock is converted into other
 securities, cash or property, then each holder of Series F Preferred Stock
 then outstanding shall have the right thereafter to convert such Series F
 Preferred Stock only into the shares of stock and other securities and
 property receivable upon or deemed to be held by holders of Common Stock
 following such reclassification, consolidation, merger, sale, transfer or
 share exchange, and the Holder shall be entitled upon such event to receive
 such amount of securities or property as the shares of the Common Stock
 into which such Series F Preferred Stock could have been converted
 immediately prior to such reclassification, consolidation, merger, sale,
 transfer or share exchange would have been entitled.  The terms of any such
 consolidation, merger sale, transfer or share exchange shall include such
 terms so as to continue to give to the Holder the right to receive the
 securities or property set forth in this paragraph (e)(iii) upon any
 conversion following such consolidation, merger, sale, transfer or
 share exchange.  This provision shall similarly apply to successive
 reclassifications, consolidations, mergers, sales, transfers or share
 exchanges.

      (iv)  Fractional Shares;Issuance Expenses.  Upon a conversion of
 Series F Preferred Stock, the corporation shall no be required to issue
 stock certificates representing fractions of shares of Common Stock, but
 shall issue that number of shares of Common Stock rounded to the nearest
 whole number.  The issuance of certificates for shares of Common Stock on
 conversion of Series F Preferred Stock shall be made without charge to the
 Holder for any documentary stamp or similar taxes that may be payable in
 respect of the issue or delivery of such certificate, provided that the
 corporation shall not be required to pay any tax that may be payable in
 respect of any transfer involved in the issuance and delivery of any such
 certificate upon conversion in a name other than that of the Holder, and
 the corporation shall not be required to issue or deliver such certificates
 unless or until the person or persons requesting the issuance thereof
 shall have paid to the corporation the amount of such tax or shall have
 established to the satisfaction of the corporation that such tax has been
 paid.

 (f)  Voting Rights.  The holders of shares of Series F Preferred Stock
 shall be entitled to vote on any matters considered and voted upon by
 holders of the corporation's Common Stock.  Holders of Series F Preferred
 Stock shall be entitled to 1,000 votes per share of Series F Preferred
 Stock.

 (g)  Reservation of Shares of Common Stock.  The corporation covenants that
 it will at all times reserve and keep available out of its authorized and
 unissued Common Stock solely for the purpose of issuance upon conversion of
 Series F Preferred Stock as herein provided, free from preemptive rights or
 any other actual contingent purchase rights of persons other than the
 holders of Series F Preferred Stock, such number of shares of Common
 Stock as shall be issuable upon the conversion of the outstanding Series
 F Preferred Stock.  If at any time the number of authorized but unissued
 shares of Common Stock shall not be sufficient to effect the conversion of
 all outstanding Series F Preferred Stock, the corporation will take such
 corporate action necessary to increase its authorized shares of Common
 Stock to such number as shall be sufficient for such purpose.  The
 corporation covenants that all shares of Common Stock that shall be so
 issuable shall, upon issue, be duly and validly authorized, issued and
 fully paid and non-assessable.

 (h)  No Reissuance of Series F Preferred Stock.  No shares of the Series F
 Preferred Stock acquired by the corporation by reason of redemption,
 purchase, conversion or otherwise shall be reissued, and all such shares
 shall be cancelled, retired and eliminated from the shares of capital stock
 which the corporation shall be authorized to issue.

 (i)  Mandatory Redemption.  There shall be no mandatory redemption.