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                                                                Exhibit 10.8(f)

                                 TERM LOAN NOTE

$600,000.00                                                    Phoenix, Arizona
                                                                   June 30, 1999


      FOR VALUE RECEIVED, the undersigned, hereinafter referred to as
"BORROWER", promises to pay to the order of IMPERIAL BANK, a California banking
corporation ("BANK"), on or before June 30, 2004, at Bank's Office in Phoenix,
Arizona, or at such other place as the Holder hereof may from time to time
designate in writing, without presentment for payment, diligence, grace,
exhibition of this Note, protest or special notice of any kind (except such
notice as is required by the Loan Agreement hereafter described), all of which
are hereby expressly waived, the lesser of the principal sum of SIX HUNDRED
THOUSAND DOLLARS and No Cents ($600,000.00), or the total unpaid principal
amount of Advances made by Bank to or for the benefit of Borrower from and
after the date of this Note as part of a loan denominated as the Term Loan in
that certain Credit Facilities Agreement, restated and amended as of April 30,
1999, and further amended and modified by a First Modification Agreement dated
as of June 30, 1999, between Borrower and Bank (together with all amendments
and modifications, if any, from time to time thereafter made thereto,
collectively the "LOAN AGREEMENT"), together with such interest as shall accrue
on the outstanding balance of the applicable principal amount as herein
provided.

      Unless otherwise defined herein, or the context otherwise requires,
capitalized terms used herein have the meanings provided in the Loan Agreement.
Bank and each subsequent transferee and/or owner of this Note, whether taking
by endorsement or otherwise, are herein successively called "HOLDER".
Reference is hereby made to the Loan Agreement and the other Restated Loan
Documents for a statement of the prepayment rights and obligations of Borrower,
a description of the properties mortgaged and assigned, the nature and extent
of the collateral security and the rights of the parties to the Restated Loan
Documents in respect of such collateral security, a statement of the terms and
conditions under which the due date of this Note may be accelerated, and for a
statement of the terms and conditions under which the principal balance hereof
and the interest accrued hereon may become forthwith due and payable and any
indebtedness of the Holder hereof to the undersigned may be appropriated and
applied hereon.

      Advances under this Note shall be made in accordance with the terms of
the Loan Agreement. Any advance shall be conclusively presumed to have been
made to or for the benefit of Borrower when made in accordance with the terms
of the Loan Agreement. The unpaid balance of this Note at any time shall be the
total amount advanced plus interest accrued thereon and costs, expenses and
fees chargeable hereunder, less the amount of payments made thereon by or for
Borrower.

      Each Advance under this Note shall bear interest from the date of such
Advance until payment in full. Interest shall be charged on the unpaid
principal balance of this Note on a daily basis for the actual number of days
any portion of the principal is outstanding, at a fluctuating per annum rate of
interest (the "NOTE RATE") equal to the sum of (i) 100 Basis Points plus (ii) a
fluctuating interest rate per annum equal to the rate of interest established,
from time to time (whether or not charged in each instance), by Bank, as Bank's
"PRIME RATE." Each change in the Prime Rate (or any component thereof) shall
become effective, without notice to Borrower (which notice is hereby expressly
waived by Borrower), on the effective date of each such change. Should Bank,
during the term of this Agreement, abolish or abandon the practice of
establishing a Prime
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Rate, then the Prime Rate used during the remaining term of this Agreement
shall be that interest rate then in effect at Bank, which, from time to time,
in the reasonable judgment of the Holder of this Note and this Agreement, most
effectively approximates the original definition of Bank's Prime Rate. Borrower
acknowledges that Bank may, from time to time, extend credit to other Persons
at rates of interest varying from, and having no relationship to, the Prime
Rate. A certificate signed by any Vice President of Bank shall be conclusive
evidence of the Prime Rate at any given time.

      Interest shall be computed on a simple interest basis, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal indebtedness of this Note, multiplied by the actual
number of days said principal indebtedness is outstanding. Interest accruing on
the unpaid principal balance of this Note will be payable monthly as herein
provided.

      Absent a Default, beginning on the fifth day of the month following the
first Advance disbursed pursuant to the Term Loan, but no earlier than August 5,
1999, and on the fifth day of each calendar month thereafter to and including
June 5, 2004, Borrower shall pay to Bank payments of principal and interest in
amounts calculated in accordance with the next paragraph so as to fully amortize
each individual Advance disbursed pursuant to the Term Loan over a period of
forty-eight (48) months that commences with fifth day of the month following the
disbursement of the Advance and ends the earlier of the fifth day of the
forty-eighth month following said disbursement or June 30, 2004. On June 30,
2004, Borrower shall pay to Bank the amount necessary to pay in full any
remaining principal and interest, together with any unpaid Lender's Expenses due
Bank.

      The unrepaid balance of each Advance disbursed pursuant to the Term Loan
will accrue interest from its respective Funding Date to the date when all of
that Advance has been repaid in full, at the Note Rate. However, for purposes
of calculating Borrower's monthly payments of principal and interest due with
respect to each individual Advance, Bank will establish a "PAY RATE" for each
individual Advance. Prior to June 30, 2004, for each Advance Bank will
determine the Prime Rate effective on the last day of the month within which
the Advance was first disbursed (the "INITIAL RATE DATE" for that Advance), and
on each annual anniversary of the Initial Rate Date for the Advance (each a
"CHANGE DATE"). The Pay Rate for an Advance for the first twelve months
following its disbursement shall equal the sum of the Prime Rate effective on
the Initial Rate Date for that Advance plus one hundred (100) Basis Points. For
the twelve month period following each Change Date, the Pay Rate for an Advance
shall become the sum of the Prime Rate effective on that Change Date plus one
hundred (100) Basis Points. The amount of the monthly payments (principal and
interest), payable with respect to a given Advance following a Change Date may
vary from that paid previously, and even that which has actually accrued at the
Note Rate. This variance, if any, results from changes in the Pay Rate and the
extent to which the Pay Rate matches the Note Rate. For each Advance, promptly
after its Initial Rate Date, Bank will determine the amount of monthly payment
that will be sufficient to fully amortize the balance of the subject Advance
over a forty eight month term, assuming the balance thereof is bearing interest
at its initial Pay Rate. The result of this calculation will determine the
amount of the monthly payments to be made with respect to the subject Advance
until the next Change Date. With respect to each Advance, on its first Change
Date and on each of its Change Dates thereafter, the Pay Rate for the Advance
will be adjusted to equal the Note Rate then existent on the applicable Change
Date. Bank will then determine for the subject Advance the amount of the
monthly payments that


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will be needed to amortize the remaining balance of the Advance over the term
remaining in the original forty-eight month amortization schedule at the new
Pay Rate for that Advance. The result of these calculations will establish the
respective amounts of Borrower's monthly payments for the Advances until their
next Change Dates or until June 30, 2004, whichever first occurs. Each newly
calculated monthly payment shall be due and payable beginning with the first
monthly payment date occurring after the Change Date giving rise to the
recalculation, and shall continue thereafter until the amount of the monthly
payment changes again. Bank will provide Borrower with notice of each change in
the Pay Rates and the amounts of the monthly payments calculated therefrom prior
to the dates that newly changed monthly payments are due.

      If any installment payment, interest payment, principal payment or
principal balance payment due hereunder is delinquent ten (10) or more days,
Borrower agrees to pay Bank a late charge in the amount of five percent (5.0%)
of the payment so due and unpaid, in addition to the payment; but nothing in
this paragraph is to be construed as any obligation on the part of Bank to
accept payment of any payment past due or less than the total unpaid principal
balance after Maturity. Each and every payment due under this Note shall be
made in lawful money of the United States of America and in immediately
available funds on or before 5:00 p.m. (Phoenix, Arizona time), and when made
shall be first applied to accrued Lender's Expenses and late charges, if any,
then to interest due, and then to the reduction of the principal amount of this
Note.

      At any time that: (a) an Event of Default has occurred and has been
declared by Bank in writing; and, (b) if and only if a Cure Period is provided,
such Event of Default has not been cured or waived within any relevant Cure
Period provided, the unpaid principal balance of this Note, together all unpaid
interest then accrued shall bear interest at the Note rate, as it may vary from
time to time, increased by five hundred (500) Basis Points per annum.

      Borrower hereby agrees: (i) to any and all extensions (including
extensions beyond the original term hereof) and renewals hereof, from time to
time, without notice, and that no such extension or renewal shall constitute or
be deemed a release of any Obligation of Borrower to the Holder hereof; (ii)
that any written modification, extension or renewal hereof executed by Borrower
shall constitute a representation and warranty of Borrower that the unpaid
balance of principal, interest and other sums owing hereunder at the time of
such modification, renewal or extension are owed without adjustment for offset,
counterclaim or other defense of any kind by Borrower; (iii) that acceptance by
the Holder hereof of any performance which does not comply strictly with the
terms hereof shall not be deemed to be a waiver or bar of any right of said
Holder, nor a release of any obligation of Borrower to the Holder hereof; (iv)
this Note shall be deemed to have been made in the State of California and the
validity of this Note and the construction, interpretation, and enforcement
hereof, and the rights of the parties hereto shall be determined under,
governed by, and construed in accordance with the laws of the State of
California, without regard to principles of conflicts of law; and (v) to pay
the Holder hereof, upon demand, Lender's Expenses.

      BORROWER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS NOTE OR BORROWER'S
OBLIGATIONS OR THE RESTATED LOAN DOCUMENTS OR THE COLLATERAL, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A REFEREE IN ARBITRATION AS
PROVIDED IN THE LOAN AGREEMENT AND NOT BEFORE A JURY.


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      Time is of the essence for this Note and each and every term and
provision hereof.


                                           INTEGRATED INFORMATION SYSTEMS, INC.,
                                           an Arizona corporation




                                           By  /s/ James A. Garvey
                                               ---------------------------------

                                           Its CEO & President
                                               ---------------------------------





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