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                                                                 Exhibit 10.8(b)



                               RESTATED FACILITY

                                PROMISSORY NOTE

$2,000,000.00                                                   Phoenix, Arizona
                                                                  April 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 April 30, 2000, 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 Restated Loan Agreement hereafter described), all
of which are hereby expressly waived, the lesser of the principal sum of TWO
MILLION DOLLARS and No Cents ($2,000,000.00), or the total unpaid principal
amount of Advances made by Lender to or for the benefit of Borrower from and
after the date of this Note as part of a revolving line of credit provided for
in that certain Credit Facilities Agreement between the Borrower and Bank,
dated as of December 18, 1997, as Restated as of April 30, 1999 (together with
all amendments and other modifications, if any, from time to time thereafter
made thereto, the "RESTATED LOAN AGREEMENT"), together with such interest as
shall accrue thereon. Interest accrued on the unpaid balance hereof shall be
payable monthly, commencing June 5, 1999, and on the fifth day of each month
thereafter until April 30, 2000, at which time the entire unpaid balance of
principal, interest, Lender's Expenses (if any), and late charges, shall be
paid in full.

     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 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 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, which balance may be endorsed hereon from time to time by the Holder
hereof.

     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
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annum rate of interest (the "Note Rate") equal to the sum of (i) 100 Basis
Points plus (i) 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 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 the
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 stated above.

     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




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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 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.

     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 G. Garvey
                                                  ------------------------------
                                               Its    President
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