0000926236-06-000139 Sample Contracts

SECOND AMENDED AND RESTATED SECURITY AGREEMENT #1
Security Agreement • November 17th, 2006 • Integrated Performance Systems Inc • Semiconductors & related devices

This Second Amended and Restated Security Agreement #1 (this "Agreement") is executed pursuant to the Amended and Restated Loan Agreement of even date herewith. This Agreement secures the Second Amended and Restated Secured Promissory Note in the principal amount of $4,200,000 executed pursuant to the Amended and Restated Loan Agreement.

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 17th, 2006 • Integrated Performance Systems Inc • Semiconductors & related devices • Texas

This Amended and Restated Loan Agreement (this "Agreement") is entered into by and among Global Innovation Corp., a Delaware corporation ("Global"), Best Circuit Boards, Inc. ("BCB"), and Brad Jacoby ("Jacoby") dated effective as of November __, 2006 (the "Effective Date").

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 17th, 2006 • Integrated Performance Systems Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of 6th day of October, 2006, by and between Integrated Performance Systems, Inc., a New York corporation ("IPS" or the "Non-Surviving Company"), and Global Innovation Corp., a Delaware corporation ("Global" or the "Surviving Company").

SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE
Integrated Performance Systems Inc • November 17th, 2006 • Semiconductors & related devices • Texas

This Second Amended and Restated Secured Promissory Note ("Note") is executed pursuant to the Amended and Restated Loan Agreement of even date herewith by and among the parties hereto (the "Loan Agreement").

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