EXHIBIT 10.3

                                LOAN AGREEMENT

      This  Loan  Agreement  ("Agreement")  is  entered  into  by  and  among
 Integrated Performance Systems, Inc., a New York corporation ("Integrated"),
 Best  Circuit  Boards,  Inc.  ("BCB"),  and  Brad  Jacoby  ("Jacoby")  dated
 effective as of October 28, 2005.


                                   RECITALS

      A.   Integrated issued on  November 24, 2004  three secured  promissory
           notes in  the principal  amounts  of $200,000  ("$200,000  Note"),
           $1,000,000 ("$1,000,000 Note"), and $3,000,000 ("$3,000,000 Note")
           (collectively referred to as "Notes") each payable to Jacoby.

      B.   The $200,000  Note and  $3,000,000 Note  were  due and payable  on
           February 28, 2005.  The  $1,000,000  Note  is due  and  payable on
           November 30, 2007.

      C.   The Notes were secured by Integrated  which pledged all the  stock
           of its  wholly subsidiary,  BCB,  as well  as  all the  assets  of
           Integrated ("Integrated Security Agreement").

      D.   The Notes were further secured by LSC Merger Corp. ("LSCMC") which
           pledged all its assets.  LSCMC was merged into BCB effective as of
           November 24,  2004  "BCB  Security  Agreement").  (The  Integrated
           Security Agreement and the BCB Security Agreement are collectively
           referred to as "Security Agreements").

      E.   Integrated failed to pay Jacoby the principal and accrued interest
           of the $200,000 Note and the $3,000,000 Note when they became  due
           on February 28, 2005.

      F.   Integrated has failed to pay Jacoby the accrued interest owing  on
           the $1,000,000 Note.

      G.   Integrated, BCB and Jacoby  have agreed to  amend and restate  the
           Notes pursuant to this Agreement.

      H.   Integrated, BCB and Jacoby agree to amend and restate the Security
           Agreements pursuant to this Agreement.


      NOW THEREFORE, Integrated, BCB and Jacoby agree as follows:


                                  ARTICLE I
                                 AMEND NOTES

      1.1  Integrated, BCB and Jacoby  agree to amend  and restate the  Notes
           into an  Amended and  Restated Secured  Promissory Note  ("Secured
           Promissory Note") in the form as described on Exhibit 1.1

      1.2  Integrated, BCB and Jacoby agree to  the accrued interest for  the
           Notes is $309,866.64 as of the date of this Agreement.

      1.3  Integrated and BCB agree to pay Jacoby $309,866.64 of the  accrued
           interest as described in Section 1.2.

      1.4  Integrated, BCB  and  Jacoby agree  to  add the  remaining  unpaid
           accrued interest to the principal of the Secured Promissory Note.


                                  ARTICLE II
                          AMEND SECURITY AGREEMENTS

      2.1  Integrated and Jacoby  agree to amend  and restate the  Integrated
           Security Agreement in the form as described in Exhibit 2.1.

      2.2  BCB and  Jacoby  agree  to amend  and  restate  the  BCB  Security
           Agreement in the form as described in Exhibit 2.2.

      2.3  Integrated and BCB agree  to execute UCC-1s and  file them in  the
           appropriate counties and state filing offices in the State of  New
           York and Texas.


                                 ARTICLE III
                                 RATIFICATION

      3.1  Integrated and Jacoby agree that the amendment and restatement  of
           the Notes and Security Agreements are only amendments of the Notes
           and Security  Agreements and  do not  in  any way  extinguish  the
           original obligations of the Notes and Security Agreements.

      3.2  Integrated, BCB and Jacoby ratify and reconfirm the obligation  of
           the Notes and Security Agreements in the Secured Promissory  Note,
           the Integrated Security Agreement and the BCB Security  Agreement,
           as modified therein.


                                  ARTICLE IV
                                MISCELLANEOUS

      4.1  Integrated has delivered to Jacoby  all stock certificates of  BCB
           with blank stock powers executed by Integrated.

      4.2  This  Agreement  shall  be  governed  by  the laws of the State of
           Texas (regardless  of the laws that might  otherwise govern  under
           applicable principles of conflicts of law of the State of Texas).

      4.3  This Agreement may be executed in  two or more counterparts,  each
           of which shall  be deemed an  original but all  of which  together
           shall constitute one and the same instrument.

      4.4  Facsimile signatures  constitute  an original  signature  for  all
           purposes.

      4.5  This Agreement embodies the entire agreement and understanding  of
           the parties  hereto in  respect of  the subject  matter  contained
           herein  and,  other   than  as   expressly  contemplated   herein,
           supersedes all  prior agreements  and understandings  between  the
           parties with respect to such subject matter.


      EXECUTED effective as of the date first written above.

                                    Integrated Performance Systems, Inc.


                                    By: _____________________
                                    Its _____________________


                                    Best Circuit Boards, Inc.

                                    By: _____________________
                                    Its _____________________


                                    _________________________
                                    Brad Jacoby