EXHIBIT 10.23


             FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - BRAD PETERS


      This First Amendment to Employment Agreement - Brad Peters (this "First
 Amendment") is made effective as of September 1, 2005 and is entered into by
 and between Integrated  Performance Systems,  Inc., a  New York  corporation
 (the "Company") and Brad Peters (the "Employee").

      WHEREAS, the Company and  the Employee have  entered into that  certain
 Employment Agreement - Brad Peters dated  effective as of November 30,  2004
 (the "Base Agreement"); and

      WHEREAS, the parties hereto desire to  amend and supplement certain  of
 the terms and provisions of the Base Agreement.

      NOW THEREFORE, for and in consideration of the mutual covenants  herein
 contained, it is hereby agreed as follows:


      1.   Section 3.A. of the Base Agreement is amended to increase the base
 salary of the Employee from $85,000 per year to $120,000 per year, effective
 with the payroll commencing on September 1, 2005.

      2.   Section 3 is hereby amended to  provide a new subsection E,  which
 new subsection E will be as follows:

      E.   Bonus

           Commencing with the fiscal year ending July 31, 2006, the Employee
           shall participate  in  a  Company Management  Incentive  Plan,  as
           approved and amended by the Board from time to time, and which  is
           designed to deliver an annual bonus consistent with current levels
           established  for  this  position  by  the  Board.  Employee  shall
           periodically meet  with the  Board to  establish quantitative  and
           qualitative  initiatives  and  objectives   for  the  purpose   of
           assessing the amount of bonus to be paid to Employee at the end of
           the associated bonus period. Bonus for the remaining term of  this
           Agreement shall be  a percentage (the  "bonus percentage") of  the
           "bonus base amount."

           The "bonus base amount" is the  annual revenue of the Company  for
           the previous fiscal  year, less expenses  associated with  tooling
           and testing. The applicable bonus percentages are as follows:

              Bonus Base Amount         Bonus Percentages
              -----------------         -----------------
              $0  - $20 million                  0%
              $20 - $30 million                0.2%
              $30 - $40 million                0.1%
              Over $40 million                0.05%

           The bonus amount calculated pursuant to the above shall be paid in
           four (4) equal quarterly installments as follows:

                -----------------------------------
                25% of bonus             October 31
                -----------------------------------
                25% of bonus             January 31
                -----------------------------------
                25% of bonus             April 30
                -----------------------------------
                25% of bonus             July 31
                -----------------------------------

           Example:  The following example illustrates the application of the
           above bonus structure  assuming annual revenue,  less tooling  and
           testing, of $50 million:

        Bonus Base         Bonus                              Bonus
          Amount        Percentage       Calculation          Amount
    -----------------   ----------    ------------------      -------
    $0 - $20 million          0%      0% X $20 million             $0
    $20 - $30 million       0.2%      0.2% X $10 million      $20,000
    $30 - $40 million       0.1%      0.1$ X $10 million      $10,000
    $40 - $50 million       0.05%     0.05%X$10 million        $5,000
                                                              -------
                                      TOTAL BONUS             $35,000


      3.   Section 5  of the  Base  Agreement is  amended  to provide  a  new
 sentence at the end as follows: "During the term of this Agreement, Employee
 shall receive  an automobile  allowance of  Four  Hundred Fifty  and  No/100
 Dollars ($450.00)  per month  for any  month  in which  he does  not  retain
 control of a Company provided vehicle."

      4.   Section 7.B.2.(c) of the Base Agreement shall be amended to delete
 the second  paragraph  thereof and  replace  such second  paragraph  in  its
 entirety with the following:

           If, contemporaneously with any such change in control, or during a
 two year period subsequent  to a change in  control, Employee is  terminated
 without cause, or Employee terminates for Good Reason, the Company shall (i)
 pay Employee regular  pay through the  date of  termination, including  pro-
 rated bonus for partial year; (ii) pay Employee a lump sum payment equal  to
 (A) 35 months  of Employee's then  current annualized salary,  plus (B)  the
 aggregate annual bonus compensation paid for preceding 2.9 full years or 2.9
 times the target bonus  for the year of  termination, whichever is  greater;
 (iii) vest  all  outstanding  stock  options;  and  (iv)  provide  continued
 participation in medical, dental, life and disability insurance benefits  at
 same premium cost in effect for active employees for 2.9 years.

 5.   Section 17 of the Base Agreement shall be amended to replace the notice
 party for the Company with the following: Brad Jacoby, President, 901
 Hensley Lane, Wylie, Texas  75098

 6.   Other than as modified herein, all the terms and provisions of the Base
 Agreement shall remain in full and effect.


      EXECUTED as of the date first set forth above.

 COMPANY:                                EMPLOYEE:

 Integrated Performance Systems, Inc.    Brad Peters


 By:_____________________________        ______________________________
       Brad Jacoby, President                 Brad Peters, individually