EXHIBIT 10.4


                             AMENDED AND RESTATED
                             SECURITY AGREEMENT #1
                              (this "Agreement")


                                                             October 28, 2005


 This Amended and  Restated Security Agreement  #1 ("Agreement") is  executed
 pursuant  to  the Loan  Agreement  dated  October 28, 2005.  This  Agreement
 secures the Amended and Restated Secured Promissory Note in the principal of
 $4,200,000 executed pursuant to the Loan Agreement.


 Secured Party:                    Debtor:
 --------------                    -------

 BRAD JACOBY                       INTEGRATED PERFORMANCE SYSTEMS, INC.
 (hereinafter "Secured Party")     (hereinafter "Debtor")


 1. For value received,  Debtor hereby  grants to  Secured Party  a  security
 interest in the following Collateral, as that term is hereinafter defined:

      (i)  All of the stock of Best Circuit Boards, Inc.;

      (ii) Any  and  all  inventory,   capital  assets,  accounts,   accounts
           receivable, receivables,  contract  rights,  book  debts,  checks,
           notes, drafts, instruments, chattel paper, acceptances, choses  in
           action, any  and all  amounts  due to  Debtor  or other  forms  of
           obligations and  receivables, whether  now existing  or  hereafter
           arising out of the business of Debtor,  as well as any and all  of
           the cash or non-cash proceeds resulting from all of the foregoing;

      (iii) Any and  all  equipment, furniture,  furnishings,  and  fixtures,
           including, without limitation,  all accessories and  appurtenances
           to, renewals or replacements  of or substitutions  for any of  the
           foregoing;

      (iv) Any and all  copyright rights,  copyright applications,  copyright
           registrations and like protections in each work or authorship  and
           derivative work  thereof,  whether published  or  unpublished  and
           whether or not the  same also constitutes a  trade secret, now  or
           hereafter existing, created, acquired  or held (collectively,  the
           "Copyrights");

      (v)  Any and all trade secrets, and  any and all intellectual  property
           rights in computer software and computer software products now  or
           hereafter existing, created, acquired or held;

      (vi) Any and all design rights which may be available to Debtor now  or
           hereafter existing, created, acquired or held;

      (vii) All  patents, patent applications and like protections including,
           without  limitation,   improvements,   divisions,   continuations,
           renewals, reissues,  extensions and  continuations-in-part of  the
           same (collectively, the "Patents");

      (viii) Any trademark and servicemark rights, whether registered or not,
           applications to register  and registrations of  the same and  like
           protections, and the  entire goodwill  of the  business of  Debtor
           connected with and  symbolized by  such trademarks  (collectively,
           the "Trademarks");

      (ix) Any and all claims for damages by way of past, present and  future
           infringement of any of the rights included above, with the  right,
           but not the obligation,  to sue for and  collect such damages  for
           said use  or  infringement  of the  intellectual  property  rights
           identified above;

      (x)  All licenses or other rights to use any of the Copyrights, Patents
           or Trademarks, and  all license  fees and  royalties arising  from
           such use to the extent permitted by such license or rights;

      (xi) All amendment, renewals and extensions  of any of the  Copyrights,
           Trademarks or Patents; and

      (xii) All proceeds and products  of the  foregoing, including,  without
           limitation all  payments  under  insurance  or  any  indemnity  or
           warranty payable in respect  of any of the  foregoing (all of  (i)
           through and including (xi) above  are referred to collectively  as
           the "Assets").

 The Assets are  operated, used  and are  to be  used only  for business  and
 business purposes, other than farming operations, and are not for  personal,
 family, or household use.


 2. The  term "Collateral" as used  herein means the  Assets, as described or
 referred to in Paragraph 1 above, now owned or hereafter acquired by Debtor,
 together with  the invoices,  and  profits received  therefrom,  accessions,
 attachments, additions to, substitutes and replacements for, improvements of
 such property, including,  without limitation, the  Assets described  above,
 whether now existing or hereafter made,  including the proceeds of all  such
 above described property,  and the insurance  payable by reason  of loss  or
 damage thereto, and all proceeds of any policy of insurance required thereon
 by Secured Party, including premium refunds.


 3. The Collateral  is personal and/or intangible property, and is located at
 Debtor's address/location  -  stated at the  top of  this Agreement,  unless
 otherwise  specifically  provided   in  Schedule  1   attached  hereto   and
 incorporated by this reference. The location  of such assets, however,  will
 not affect  the validity  of a  lien against  any such  assets described  in
 Paragraph 1 above.


 4. By its signature on this Agreement, Debtor hereby authorizes and requests
 that the  Register  of  Copyrights  and  the  Commissioner  of  Patents  and
 Trademarks record this Agreement.


 5. The security  interest granted by this Agreement shall secure the payment
 and performance of Debtor's Obligation; as the term is hereinafter  defined,
 to Secured  Party. The  term  "Obligation", as  used  herein means  (i)  all
 indebtedness of  Debtor  to Secured  Party  evidenced by  that  one  certain
 promissory note dated of even date herewith in the original principal amount
 of FOUR MILLION TWO HUNDRED THOUSAND AND NO/l00ths Dollars  ($4,200,000.00),
 executed by Debtor, and payable to the order of Secured Party, together with
 any and all renewals and  extensions of the same,  or any part thereof  (the
 "Note"); (ii) all other  indebtedness and liabilities  of Debtor to  Secured
 Party; (iii) all future  advances or other value  given by Secured Party  to
 Debtor; and (iv) any  and all other debts,  liabilities and duties of  every
 kind and character of  Debtor (or of any  one or more of  them, if there  be
 more than one)  to Secured  Party, whether  now or  hereafter existing,  and
 regardless of whether such  present or future  debts, liabilities or  duties
 are direct or indirect, primary or  secondary, joint, several, or joint  and
 several, fixed  or  contingent, including,  without  limitation,  guaranteed
 indebtedness, and  regardless  of whether  such  present or  fixture  debts,
 liabilities or duties may, prior to  their acquisition by Secured Party,  be
 or have been payable to, or be or have  been in favor of, some other  person
 or have been acquired by Secured Party in a transaction with one other  than
 Debtor (it being contemplated that Secured Party may make such  acquisitions
 from others), together  with any  and all  renewals and  extensions of  such
 debts, liabilities and  duties, or any  part thereof. Any  prior grant of  a
 security interest by Debtor to Secured Party is hereby renewed, extended and
 carried forward, and shall remain in full force and effect.


 6. Debtor represents  and warrants that: (i) Debtor is the sole owner of the
 Collateral, except  for  non-exclusive licenses  granted  by Debtor  to  its
 customers in  the  ordinary  course  of business,  and  it  is  in  Debtor's
 possession at the location specified above unless specifically set forth  on
 Schedule 1; (ii)  to Debtor's knowledge,  each of the  Patents is valid  and
 enforceable, and  no part  of  the Collateral  has  been judged  invalid  or
 unenforceable, in whole or in part, and no unresolved claim exists that  any
 part of the Collateral violates the rights of any third party; (iii)  during
 the term of this Agreement, Debtor  will not transfer or otherwise  encumber
 any interest in the Collateral, except for non-exclusive licenses granted by
 Debtor in the ordinary  course of business, payments  made by Debtor to  its
 creditors in  the  ordinary course  of  business or  as  set forth  in  this
 Agreement; (iv) Debtor shall promptly advise  Secured Party of any  material
 change in the composition of the Collateral, including, without  limitation,
 any subsequent ownership right of the Debtor in or to any Trademark,  Patent
 or Copyright not specified in this Agreement; (v) Debtor shall (a)  protect,
 defend and  maintain  the validity  and  enforceability of  the  Trademarks,
 Patents and Copyrights, (b) use its best efforts to detect infringements  of
 the Trademarks, Patents and Copyrights and promptly advise Secured Party  in
 writing to material infringements detected and (c) not allow any Trademarks,
 Patents or Copyrights to be abandoned, forfeited or dedicated to the  public
 without  the  written  consent  of  Secured   Party,  which  shall  not   be
 unreasonably withheld  unless  Debtor determines  that  reasonable  business
 practices suggest that  abandonment is  appropriate; (vi)  Debtor shall  (a)
 register or cause to  be registered (to the  extent not already  registered)
 with the United  States Patent  and Trademark  Office or  the United  States
 Copyright  Office,  as   applicable,  any  and   all  Copyrights,   Patents,
 Trademarks, within  thirty (30)  days of  the date  of this  Agreement,  (b)
 register or  cause  to be  registered  with  the United  States  Patent  and
 Trademark Office or the United States Copyright Office, as applicable, those
 additional intellectual property rights developed or acquired by Debtor from
 time to time in connection with any  product prior to the sale or  licensing
 of such product to any third party (including, without limitation, revisions
 or additions to the intellectual property rights relating to any  Copyright,
 Patent, or Trademark),  and (c)  from time to  time, execute  and file  such
 other instruments,  and  take such  further  actions as  Secured  Party  may
 reasonably request from time to time  to perfect or continue the  perfection
 of Secured  Party's interest  in the  Collateral;  (vii) to  its  knowledge,
 except for, and upon, the filing with the United States Patent and Trademark
 office with  respect to  the  Patents and  Trademarks  and the  Register  of
 Copyrights with respect to the Copyrights necessary to perfect the  security
 interests created hereunder and the filing of a financing statement with the
 appropriate governmental  authority  with  respect to  the  Collateral,  and
 except as has been already made  or obtained, no authorization, approval  or
 other action by, and no notice to or filing with, any governmental authority
 or governmental regulatory  body is  required either  (a) for  the grant  by
 Debtor of  the  security  interest granted  herein  or  for  the  execution,
 delivery or  performance  of  this  Agreement  by  Debtor  or  (b)  for  the
 perfection in or the  exercise by Secured Party  of its rights and  remedies
 hereunder; (viii)  upon any  executive officer  of Debtor  obtaining  actual
 knowledge thereof, Debtor shall promptly notify Secured Party in writing  of
 any event that materially and adversely affects the value of any Collateral,
 the ability  of  Debtor to  dispose  of any  Collateral  or the  rights  and
 remedies  of  Secured   Party  in  relation   thereto,  including,   without
 limitation, the levy  of any legal  process against any  of the  Collateral;
 (ix) the Collateral is not being  purchased or used for primarily  personal,
 family or household use; (x) the name of Debtor as it appears at the top  of
 this Agreement  is  Debtor's name  as  it  appears in  its  legal  formation
 documents; (xi) Debtor's name as it appears at the top of this Agreement  is
 not the assumed or business name of Debtor unless otherwise indicated; (xii)
 Debtor has taken all corporate action  necessary to authorize the  execution
 and delivery of this Agreement and the legal agent who may be executing this
 Agreement on behalf  of Debtor  has authority  to execute  and deliver  this
 Agreement; (xiii) The statements above  concerning the location of  Debtor's
 place of business  (or chief executive  office), residence, mailing  address
 and use and location of the Collateral are true and correct; (xiv) except as
 disclosed to Secured Party on Schedule  2, attached hereto and  incorporated
 herein by this reference, no financing statement covering the Collateral  or
 any part thereof has been made, and no security interest, other than the one
 herein created, has attached or been  perfected in the Collateral or in  any
 part thereof other than as set forth  on Schedule 2; (xv) no dispute,  right
 of setoff, counterclaim or  defenses exist with respect  to any part of  the
 Collateral; (xvi)  all  statements  in  the  documents  pertaining  to  this
 transaction provided or to be provided  by Debtor to Secured Party are  true
 and correct; and  (xvii) this Agreement  constitutes the  legal, valid,  and
 binding obligation of the Debtor, enforceable in accordance with its terms.


 7. Debtor  further represents and  warrants that (i)  the Collateral and the
 Debtor's  use  thereof   comply  with  all   applicable  laws,  rules,   and
 regulations, and  Debtor has  obtained any  consents necessary  to  execute,
 deliver and perform its obligations under  this Agreement; (ii) neither  the
 execution or delivery by the Debtor of this Agreement nor the performance by
 Debtor of its obligations hereunder violates,  conflicts with, results in  a
 breach of, or constitutes a default under, or will result in the creation or
 imposition of any lien against or upon the Collateral of the Debtor,  except
 as expressly  stated herein,  pursuant to,  or results  in a  change in  any
 material term of (a) the Articles of Incorporation or Bylaws, as amended, of
 any Debtor,  (b) any  provision  of statutory  law  or regulation,  (c)  any
 judgment, decree  or  order  of  any  court  or  any  other  agency  of  the
 government, or (d) any material agreement to which any Debtor is a party  or
 by which Debtor's Collateral  is bound; (iii) all  of Debtor's filings  with
 the Securities and Exchange  Commission made pursuant  to Sections 13(a)  or
 15(d) of  the Securities  Exchange Act  of 1934,  as amended,  are true  and
 correct as  of the  date hereof;  and (iv)  Debtor has  been represented  by
 separate legal counsel in the negotiation and execution of this Agreement.

 8. So  long as any part  of the Obligation  remains unpaid, Debtor covenants
 and agrees  to: (i)  use  the Collateral  with  reasonable care,  skill  and
 caution; (ii) keep the Collateral properly sheltered and not permit it to be
 damaged or  injured;  (iii) pay,  before  delinquent, all  taxes  and  other
 assessments lawfully levied against the Collateral;  (iv) from time to  time
 promptly execute and deliver  to Secured Party  all such other  assignments,
 certificates, supplemental documents,  and financing statements  and do  all
 other acts or  things as Secured  Party may reasonably  request in order  to
 more fully evidence and  perfect the security  interest herein created;  (v)
 punctually and  properly  perform all  of  Debtor's covenants,  duties,  and
 liabilities under any other security agreement, collateral pledge  agreement
 or contract of  any kind now  or hereafter existing  as security  for or  in
 connection with payment of the Obligation, or any part thereof, (vi) pay the
 Obligation in accordance  with the  terms of  the promissory  note or  other
 documents evidencing the  Obligation, or  any part  thereof, (vii)  promptly
 furnish Secured Party with any information or documents which Secured  Party
 may reasonably request concerning the Collateral; (viii) allow Secured Party
 to inspect the Collateral and all  records of Debtor relating thereto or  to
 the Obligation,  and to  make and  take away  copies of  such records;  (ix)
 promptly notify Secured Party of any  change (other than a change  requiring
 advance notice provided for herein) in  any fact or circumstances  warranted
 or represented  by  Debtor  in  this Agreement  or  in  any  other  document
 furnished by Debtor to  Secured Party in connection  with the Collateral  or
 the Obligation; (x) give prior written notice to Secured Party of any change
 in Debtor's place of business or  chief executive office such notice to,  be
 given not less  than fifteen (15)  days before such  change is  made and  to
 specify the  address, county  and  state to  which  Debtor is  moving;  (xi)
 promptly notify Secured Party of any  claim, action or proceeding  affecting
 title to the Collateral or any part thereof or the security interest herein,
 and, at the  request of  Secured Party, appear  in and  defend, at  Debtor's
 expense, any such action or proceeding;  (xii) except as otherwise  provided
 in any note or other instrument  evidencing the Obligation, promptly,  after
 being requested by Secured Party, pay to Secured Party all amounts  actually
 incurred by Secured Party as court costs and/or attorney's fees incurred  by
 Secured, Party in enforcing this security interest and the reasonable  costs
 actually expended for repossession, storing, preparing for sale, or  selling
 any of  the  Collateral; and  (xiii)  promptly furnish  Secured  Party  with
 financial statements of  Debtor upon request  of Secured Party  in form  and
 content satisfactory to Secured Party.


 9. So long as any part  of the Obligation  remains unpaid, Debtor  covenants
 and agrees that, without the prior written consent of Secured Party,  Debtor
 will not: (i) lease,  sell, assign, furnish under  any contract of  service,
 transfer or otherwise dispose of the' Collateral, or any part thereof, other
 than in the  ordinary course  of business;  (ii) create  any other  security
 interest in, or  otherwise encumber the  Collateral or any  part thereof  or
 permit the same to be or become subject to any lien, attachment,  execution,
 sequestration or other legal or equitable process, or any encumbrance of any
 kind or character, except the security interest herein created or set  forth
 on Schedule 2; (iii) allow the Collateral  or any part thereof to become  an
 accession to other  goods, other than  in the ordinary  course of  business;
 (iv) allow the Collateral or any part  thereof to be affixed or attached  to
 any real estate  except as  specifically described  above; or  (v) cause  or
 permit the Collateral to be removed from the location specified above  other
 than in the ordinary course of business. Debtor further covenants not to use
 the Collateral or permit the same to be used for any unlawful purpose or  in
 any manner inconsistent with the provisions or requirement of any policy  of
 insurance thereon. Should any covenant, duty or agreement of Debtor  (except
 Debtor's covenants as to insurance) fail to be performed in accordance  with
 its terms hereunder,  Secured Party  may, but  shall never  be obligated  to
 perform or attempt to perform such covenant, duty or agreement on behalf  of
 Debtor, and any amount expended by  Secured Party in such performance  shall
 become a  part  of  the Obligation  (unless  such  amount is  not  a  charge
 authorized by applicable law), and, at the request of Secured Party,  Debtor
 agrees to pay such amount to Secured Party on demand.


 10. In the  event  of  Debtor's  default with  respect  to  payment  of  the
 Obligation, each person, firm or corporation  obligated to make any  payment
 to Debtor with respect to any part of the Collateral. (hereafter referred to
 as the "Account Debtor") is hereby authorized and directed by Debtor to make
 payment directly to Secured Party upon notice from Secured Party giving  the
 Account Debtor notice of this assignment and directing the Account Debtor to
 make payment directly to Secured Party. The receipt issued by' Secured Party
 and evidencing money received by Secured Party from any Account Debtor shall
 be a full and  complete release, discharge and  acquittance to such  person,
 firm or corporation to the  extent of any amount  so paid to Secured  Party.
 Secured Party is authorized  and empowered on behalf  of Debtor, to  endorse
 the name of  Debtor upon  any check, draft  or other  instrument payable  to
 Debtor evidencing payment upon the Collateral,  or any part thereof, and  to
 receive and  apply  the proceeds  therefrom  in accordance  with  the  terms
 hereof. All payments received by Debtor or Secured Party with respect to the
 Collateral or  any  part  thereof,  at  Secured  Party's  option,  shall  be
 deposited in a special account by Secured Party in the name of Debtor styled
 "Cash Collateral Account" and shall be applied by Secured Party as  provided
 in Paragraph 14 hereof. The security interest created herein shall cover all
 funds in the Cash Collateral Account to secure payment of the Obligation.

      If any Account Debtor  of all or  any part of  the Collateral fails  or
 refuses to make payment  thereof when due, Secured  Party is authorized,  in
 its discretion, either in  its own name or  in the name  of Debtor, to  take
 such action, including, without limitation, the institution of legal  action
 as Secured Party shall deem appropriate for the collection of the Collateral
 and any  proceeds  thereof  with respect  to  which  a  delinquency  exists.
 Regardless of any other provision hereof, however, Secured Party shall never
 be liable  for  its failure  to  collect, or  for  its failure  to  exercise
 diligence in  the  collection of  any  of  the Collateral  or  any  proceeds
 thereof, nor shall it be under any duty whatever to anyone except to account
 for  the  funds  that  it  shall  actually receive  hereunder.  Furthermore,
 Secured Party shall have no duty to fix or preserve the rights against prior
 parties, if any, to the Collateral.


 11. Debtor  represents and  warrants that Debtor  has full  right, title and
 ownership  to  all  of  the  Collateral  described  herein.  Debtor  further
 covenants that it will not cause any of the Collateral to be sold,  assigned
 or otherwise transferred to any subsidiary  of Debtor or to any other  third
 party for so long as this Agreement is in effect without the written consent
 of Secured Party at its sole discretion.


 12. Debtor further covenants and  agrees to keep  the Collateral insured  in
 such amounts, against such risks and with such insurers (i) as set forth  in
 any note or  other document evidencing  the Obligation; or  (ii) if no  such
 note or  other  document provides  for  insurance, then  such  insurance  as
 Secured Party reasonably requires, provided,  however, if the Obligation  is
 subject in  whole  or  in part  to  the  Federal Truth  In  Lending  Act  or
 applicable state law, such insurance will be required by Secured Party  only
 in compliance with such law. All such policies of insurance shall be written
 for the benefit of Secured Party  and Debtor, as their interest may  appear,
 and shall  provide for  at least  ten  (10) days'  prior written  notice  of
 cancellation to Secured  Party.   At the  request of  Secured Party,  Debtor
 shall promptly furnish to Secured Party  evidence of such insurance in  form
 and content satisfactory  to Secured Party.  If Debtor fails  to perform  or
 observe any applicable covenants as to insurance on the Collateral contained
 or referred to herein, Secured Party  may at its option obtain insurance  on
 only Secured Party's  interest in the  Collateral with  any premium  thereby
 paid by  Secured Party  to become  a  part of  the  Obligation and  to  bear
 interest at Maximum Rate  as defined in  the Note, such  rate to be  charged
 from the date  Secured Party advances  funds to pay  such premium until  the
 amount of such  premium is paid  by Debtor to  Secured Party.  In the  event
 Secured Party maintains  such substitute insurance,  the additional  premium
 for such insurance shall be  due and payable by  Debtor to Secured Party  in
 accordance with specific written notification delivered to Debtor by Secured
 Party or sent by Secured  Party to Debtor. The  obligation of Debtor to  pay
 any such  additional premium  and any  interest  accruing thereon  shall  be
 secured by and entitled  to all of  the benefits of  this Agreement. In  the
 event Debtor  should subsequently  provide Secured  Party with  satisfactory
 evidence of maintenance  by Debtor  of required  insurance, such  substitute
 insurance obtained  by Secured  Party shall  be cancelled,  and  appropriate
 adjustments and/or  refunds shall  be  made by  Secured  Party in  favor  of
 Debtor. Debtor  hereby  grants Secured  Party  a security  interest  in  any
 refunds of unearned premiums in connection with any cancellation, adjustment
 or termination of any policy of  insurance required by Secured Party and  in
 all proceeds  of  such insurance,  and  hereby appoints  Secured  Party  its
 attorney-in-fact to endorse any  check, or document that  may be payable  to
 Debtor in order to collect such refunds or proceeds. Any such sums collected
 by Secured Party  shall be  credited, except to  the extent  applied to  the
 purchase by Secured Party of similar insurance, to any amounts then owing on
 the Obligation,  and the  balance, if  any, shall  be promptly  refunded  to
 Debtor.


 13. The  term "default" as used  herein, means the occurrence  of any of the
 following events: (i) the failure of Debtor to timely pay the Obligation  or
 any part thereof; (ii) the default or other failure of Debtor to perform any
 covenant, condition, obligation or agreement of Debtor under this  Agreement
 or any other security document of  any kind securing or assuring payment  of
 the Obligation,  securing the  collateral or  any  part thereof;  (iii)  the
 insolvency of  Debtor; (iv)  the levy  against the  Collateral or  any  part
 thereof of any execution, attachment, sequestration  or other writ; (v)  the
 appointment of  a  receiver of  Debtor  or of  the  Collateral or  any  part
 thereof; (vi) the adjudication of Debtor as a bankrupt; (vii) the filing, by
 way of  petition  or  answer  of any  petition  or  other  pleading  seeking
 adjudication of Debtor as a bankrupt, an adjustment of Debtor's debts or any
 other  relief  under  any  bankruptcy  reorganization,  debtor's  relief  or
 insolvency laws now  or hereafter existing;   (viii) when  Secured Party  in
 good faith  believes that  the  prospect of  payment  of the  Obligation  or
 performance by  Debtor of  any of  Debtor's covenants,  agreements or  other
 duties hereunder,  is  impaired;  (ix)  the  receipt  by  Secured  Party  of
 information establishing that any representation or warranty made by  Debtor
 herein or in  any other  document delivered by  Debtor to  Secured Party  in
 connection herewith is  false, misleading or  erroneous; (x)  any action  by
 Debtor, without the prior written consent  of Secured Party, in creating  in
 favor of anyone, other  than Secured Party, any  other security interest  in
 the Collateral or any  part thereof or  otherwise encumbering or  permitting
 the same to become subject to any lien, attachment, execution, sequestration
 or other legal or equitable process; (xi) failure by Debtor to pay any other
 indebtedness to Secured  Party when due;  and/or (xii) an  Event of  Default
 under the Note.


 14. Upon  the occurrence  of a  default, in  addition to  any and  all other
 rights and remedies which Secured Party may then have hereunder or under the
 applicable provision of the Uniform Commercial  Code as adopted and  enacted
 in Texas, as  amended (the "Code")  or other applicable  law or  agreements,
 Secured Party at  its option may  (i) declare the  entire unpaid balance  of
 principal of and all earned interest  on the Obligation immediately due  and
 payable, without notice of any  kind, including, without limitation,  notice
 of intent to accelerate and notice of acceleration, demand, or  presentment,
 which are hereby waived, except as otherwise expressly provided herein; (ii)
 require Debtor to assemble the Collateral and deliver it to Secured Party at
 a place to be designated by Secured Party which is reasonably convenient  to
 both parties; (iii) render unusable any  equipment which may be part of  the
 Collateral; (iv)  reduce  its  claim to  judgment,  foreclose  or  otherwise
 enforce its security interest in  all or any part  of the Collateral by  any
 available judicial procedure; (v) sell, lease,  or otherwise dispose of,  at
 the office of  Secured Party,  on the premises  of Debtor  or elsewhere,  as
 chosen by Secured  Party, all or  any part of  the Collateral,  in its  then
 condition  or   following  any   commercially  reasonable   preparation   or
 processing, and any such sale or  other disposition may be  as a unit or  in
 parcels by  public  or  private proceedings,  and  by  way of  one  or  more
 contracts (it being agreed that the sale of any part of the Collateral shall
 not exhaust Secured Party's power of sale,  but sales may be made from  time
 to time until all of  the Collateral has been  sold or until the  Obligation
 has been paid in full), and  at any such sale it  shall not be necessary  to
 exhibit the  Collateral;  (vi) at  Secured  Party's discretion,  retain  the
 Collateral in satisfaction of a promissory  note or notes or other  document
 evidencing the Obligation whenever the  circumstances are such that  Secured
 Party is  entitled to  do so  under  the Code;  (vii) apply  by  appropriate
 judicial proceedings for appointment of a receiver for the Collateral or any
 part thereof and Debtor  hereby consents to  any appointment; and/or  (viii)
 buy the Collateral at any  public sale or private  sale as permitted by  the
 Code and/or applicable law.   Secured Party shall  be entitled to apply  the
 proceeds of any sale or other disposition of the Collateral in the following
 order: first  to the  payment of  all of  its reasonable  expenses  actually
 incurred in  collecting such  proceeds, including,  without limitation,  the
 reasonable costs actually expended  for repossessing, foreclosing,  storing,
 preparing for sale  or selling the  Collateral, reasonable attorney's  fees,
 and legal  expenses  incurred  by Secured  Party  in  collection,  provided,
 however, that should the Debtor's payment  of such charges be prohibited  by
 law, those charges shall not  be a part hereof;  and next toward payment  of
 the balance of the Obligation in such  order and manner as Secured Party  in
 its discretion may deem advisable. Secured Party shall account to Debtor for
 any surplus. If  the proceeds are  not sufficient to  pay the Obligation  in
 full, Debtor shall remain liable for any deficiency.

      In the  event of  a  default hereunder,  in  addition to,  and  without
 limitation against all  other remedies available  to Secured Party,  Secured
 Party shall have the right to  enter upon the premises where the  Collateral
 is located, take possession  of the Collateral and  remove the same with  or
 without judicial process  (if such taking  without judicial  process can  be
 done lawfully  and without  breach of  the peace),  and Debtor  does  hereby
 expressly waive any right to any  notice, legal process or judicial  hearing
 prior to such taking of possession by Secured Party. Debtor understands that
 the right to prior notice and hearing is a valuable right and agrees to  the
 waiver thereof as a part  of the consideration for  and as an inducement  to
 Secured Party to enter the Note and this Agreement.


 15. Reasonable notification  of the time and place of any public sale of the
 Collateral or reasonable notification  of the time  after which any  private
 sale or other intended disposition of the Collateral is to be made shall  be
 sent to Debtor and to  any other person entitled  under the Code to  notice;
 provided, that  if  the  Collateral  is  perishable,  threatens  to  decline
 speedily in value, or is of a type customarily sold on a recognized  market,
 Secured Party  may  sell or  otherwise  dispose of  the  Collateral  without
 notifications, advertisement or other notice of any kind. It is agreed  that
 notice mailed or given  not less than  ten (10) calendar  days prior to  the
 taking of the action to which the notice relates is reasonable  notification
 and notice for the purposes of this Paragraph 15.


 16. Should  any part of the  Collateral come into  the possession of Secured
 Party, whether before or after default, Secured Party may use or operate the
 Collateral for the  purpose of preserving  it or its  value pursuant to  the
 order of a court of appropriate jurisdiction or in accordance with any other
 rights held by Secured Party in respect of the Collateral. Debtor  covenants
 to promptly reimburse and pay to Secured Party, at Secured Party's  request,
 the  amount  of  all  reasonable  expenses  incurred  by  Secured  Party  in
 connection  with  its  custody,  preservation,  use  or  operation  of   the
 Collateral, provided,  however, that  should the  Debtor's payment  of  such
 charges be prohibited by law, those charges shall not be a part hereof;  and
 all such expenses shall be a part of the Obligation. It is agreed,  however,
 that the risk of accidental loss or  damage to the Collateral is on  Debtor,
 and Secured Party shall have no liability whatever for failure to obtain  or
 maintain insurance or to  determine whether any insurance  ever in force  is
 adequate as to amount or as to the risk insured.


 17. All  rights and  remedies of Secured  Party hereunder  are cumulative of
 each other  and of  every other  right  or remedy  which Secured  Party  may
 otherwise have at law or in equity  or under any other contract or  document
 for the enforcement of the security interest herein or the collection of the
 Obligation, and the  exercise of one  or more rights  or remedies shall  not
 prejudice or impair the concurrent or subsequent exercise of other rights or
 remedies. The failure of Secured Party at any time to assert or exercise any
 rights granted by this Agreement shall  not render the Secured Party  liable
 to any  person concerned  herein  or deprive  Secured  Party of  any  rights
 granted herein. All  rights of Secured  Party hereunder may  be assigned  or
 transferred in whole or in part by Secured Party, as it deems advisable, and
 the rights of  Secured Party  hereunder shall inure  to the  benefit of  its
 successors and assigns. All obligations of  Debtor hereunder shall bind  the
 heirs, legal representatives, successors and assigns of Debtor.


 18. Should  any  part of  the  Obligation  be payable  in  installments, the
 acceptance by  Secured Party  at any  time and  from time  to time  of  part
 payment of the aggregate amount of  all installments then matured shall  not
 be deemed to be a waiver of the default then existing. No waiver by  Secured
 Party of any default shall be deemed to be a waiver of any other  subsequent
 default, nor  shall any  such waiver  by Secured  Party be  deemed to  be  a
 continuing waiver. No delay or omission  by Secured Party in exercising  any
 right or power hereunder, or under any other documents executed by Debtor as
 security for or  in connection with  the Obligation, shall  impair any  such
 right or  power or  be construed  as a  waiver thereof  or any  acquiescence
 therein, nor shall any single or partial exercise of any such right or power
 preclude other or  further exercise thereof,  or the exercise  of any  other
 right or power of Secured Party hereunder or under such other documents.


 19. If  the Obligation or any part thereof  is given in renewal or extension
 or applied toward the payment of indebtedness secured by a pledge,  security
 agreement or other lien, Secured Party  shall be, and is hereby,  subrogated
 to all of the  rights, titles, security interests  and other liens  securing
 the indebtedness so renewed, extended or paid.


 20. No  provision  of this  Agreement or  any  note, instrument  or document
 executed by Debtor evidencing the Obligation is intended to or shall require
 or permit the  holder to take,  receive, collect, contract  for or  reserve,
 directly or indirectly, in money, goods or things in action, or in any other
 way, any greater interest,  sum or value  in excess of  the maximum rate  of
 interest permitted by the law in effect in the State of Texas, federal  law,
 or the governing laws of any other jurisdiction, at the applicable date.  In
 the event that any  such excess shall be  nevertheless provided for,  Debtor
 shall not be  obligated to pay  such excess, but  if paid,  then the  excess
 shall be applied  against the  unpaid balance of  the principal  sum of  the
 Obligation or to  the extent that  the principal sum  of the Obligation  has
 been paid in full  by reason of such  application or otherwise, such  excess
 shall be remitted to Debtor.


 21. This Agreement shall be not severable or divisible in any way but, it is
 specifically agreed that, if any provision should be invalid, the invalidity
 shall not affect the  validity of the remainder  of this Agreement.  Secured
 Party and  Debtor  agree  that  the  validity  of  this  Agreement  and  all
 agreements and documents executed in  connection with this Agreement  shall,
 to the extent possible be governed by the laws of the State of Texas.


 22. Debtor  hereby irrevocably appoints Secured  Party as Debtor's attorney-
 in-fact, with full authority  in the place  and stead of  Debtor and in  the
 name of  Debtor, from  time to  time in  Secured Party's  sole and  absolute
 discretion, to take any action and  to execute any instrument which  Secured
 Party may deem  necessary or advisable  to accomplish the  purposes of  this
 Agreement, including,  without  limitation,  (i)  to  modify,  in  its  sole
 discretion,  this  Security  Agreement  without  first  obtaining   Debtor's
 approval of or signature to such modification by amending the definitions of
 Copyright, Patent, and/or Trademark, as appropriate, to include reference to
 any right,  title  or interest  in  any Copyrights,  Patents  or  Trademarks
 acquired by Debtor after the execution hereof or to delete any reference  to
 any right, title  or interest in  any Copyrights, Patents  or Trademarks  in
 which Debtor no longer has or claims  any right, title or interest, (ii)  to
 file, in  its  sole  discretion,  one  or  more  financing  or  continuation
 statements and amendments thereto, relative to any of the Collateral without
 the signature  of  Debtor  where  permitted  by  law  and  (iii)  after  the
 occurrence of a default, to transfer the Collateral into the name of Secured
 Party or  a third  party to  the extent  permitted under  the Texas  Uniform
 Commercial Code, or applicable United States law, as the case maybe.


 23. All written notices permitted or required to  be given pursuant to  this
 Agreement shall be  effective if  mailed or delivered  to the  party at  the
 address shown  at  the  top of  this  Agreement  or at  such  other  address
 previously designated in writing by a party hereto.


 24. A carbon, photographic or other reproduction of this Agreement or of any
 financing statement  executed in  connection with  this transaction  may  be
 filed as a financing statement with any filing officer authorized to  accept
 such filings under the  Uniform Commercial Code as  adopted in Texas or  any
 other state in the United States.

 Executed as of the date first written above.

 Secured Party:                     Debtor:
 --------------                     -------

                                    INTEGRATED PERFORMANCE
                                    SYSTEMS, INC.

 ___________________________
 BRAD JACOBY
                                    By: _______________________
                                    Its:_______________________