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                                                                   EXHIBIT 10(b)

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                              For Bank Use Only   Reviewed by __________________
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                              Due MARCH 18, 2003
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                              Customer # 6517333812        Loan # ______________
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                           STAND-ALONE REVOLVING NOTE

$ 500,000.00                                             MARCH 18, 2002
 ----------------------                                  -----------------------

     FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"), promises to
pay to the order of U.S. BANK N.A. (the "BANK"), the principal sum of FIVE
HUNDRED THOUSAND AND NO/100 Dollars ($500,000.00), payable MARCH 18, 2003.

     The Bank will make advances to the Borrower from time to time up to the
aggregate amount of $500,000.00. The Borrower may, prior to the maturity date
or termination as described below, borrow, repay and reborrow such amount from
the Bank. Each advance shall be in the minimum amount of $5,000.

     1. Interest.

     The unpaid principal balance will bear interest at an annual rate equal to
     2.000% plus the prime rate announced by the Bank.

     The interest rate hereunder will be adjusted each time that the prime rate
changes.

     2. Payment Schedule.

     Interest is payable beginning MAY 1, 2002, and on the same date of each
     CONSECUTIVE month thereafter (except that if a given month does not have
     such a date, the last day of such month), plus a final interest payment
     with the final payment of principal.

     3. Paid-in-Full Period. [_] If checked here, all revolving loans under this
Note must be paid in full for a period of at least n/a consecutive days during
such fiscal year.

     4. Closing Fee. [X] If checked here, the Borrower will pay the Bank a
one-time closing fee of $2500.00 contemporaneously with execution of this Note.
This fee is in addition to all other fees, expenses and other amounts due
hereunder.

     5. Late Payment Fee. Subject to applicable law, if any payment is not made
on or before its due date, the Bank may collect a delinquency charge of 5.00% of
the unpaid amount. Collection of the late payment fee shall not be deemed to be
a waiver of the Bank's right to declare a default hereunder.

     6. Calculation of Interest. Interest will be computed for the actual number
of days principal is unpaid, using a daily factor obtained by dividing the
stated interest rate by 360.

     7. Default Interest Rate. Principal amounts remaining unpaid after the
maturity thereof, whether at fixed maturity or by reason of acceleration of
maturity, shall bear interest from and after maturity until paid at a rate of 5%
per annum plus the rate otherwise payable hereunder.

     8. Maximum Rate. In no event will the interest rate hereunder exceed that
permitted by applicable law. If any interest or other charge is finally
determined by a court of competent jurisdiction to exceed the maximum amount
permitted by law, the interest or charge shall be reduced to the maximum
permitted by law, and the Bank may credit any excess amount previously collected
against the balance due or refund the amount to the Borrower.

                                   Page 1 of 4

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  9. Financial Information. The Borrower will (i) maintain accounting records in
accordance with generally recognized and accepted principles of accounting
consistently applied throughout the accounting periods involved; (ii) provide
the Bank with such information concerning its business affairs and financial
condition (including insurance coverage) as the Bank may reasonably request; and
(iii) without request, provide the Bank with annual financial statements
prepared by an accounting firm acceptable to the Bank within 120 days of the end
of each fiscal year.

  10. Credit Balances; Setoff. As additional security for the payment of the
obligations described in this Note or any document securing or related to the
loan evidenced by this Note (collectively the "Loan Documents"), and any other
obligations of the Borrower to the Bank of any nature whatsoever (collectively
the "Obligations"), the Borrower hereby grants to the Bank a security interest
in, a lien on and an express contractual right to set off against all depository
account balances, cash and any other property of the Borrower now or hereafter
in the possession of the Bank and the right to refuse to allow withdrawals from
any account (collectively "Setoff"). The Bank may, at any time upon the
occurrence of a default hereunder (notwithstanding any notice requirement or
grace/cure periods under this or other agreements between the Borrower and the
Bank) Setoff against the Obligations whether or not the Obligations (including
future installments) are then due or have been accelerated, all without any
advance or contemporaneous notice or demand of any kind to the Borrower, such
notice and demand being expressly waived.

  11. Advances and Paying Procedure. The Bank is authorized and directed to
credit any of the Borrower's accounts with the Bank (or to the account the
Borrower designates in writing) for all loans made hereunder, and the Bank is
authorized to debit such account or any other account of the Borrower with the
Bank for the amount of any principal or interest due or other amount due
hereunder on the due date with respect thereto.

  12. Defaults. Notwithstanding any cure periods described below, the Borrower
shall immediately notify the Bank in writing when the Borrower obtains knowledge
of the occurrence of any default specified below. Regardless of whether the
Borrower has given the required notice, the occurrence of one or more of the
following shall constitute a default:

     (a) Nonpayment. The Borrower shall fail to pay (i) any interest due on this
         Note or any fees, charges, costs or expenses under the Loan Documents
         by 5 days after the same becomes due; or (ii) any principal amount of
         this Note when due.

     (b) Nonperformance. The Borrower or any guarantor of the Borrower's
         Obligations to the Bank ("Guarantor") shall fail to perform or observe
         any agreement, term, provision, condition, or covenant (other than a
         default occurring under (a), (c), (d), (e), (f) or (g) of this
         paragraph 12) required to be performed or observed by the Borrower or
         any Guarantor hereunder or under any other Loan Document or other
         agreement with or in favor of the Bank.

     (c) Misrepresentation. Any financial information, statement, certificate,
         representation or warranty given to the Bank by the Borrower or any
         Guarantor (or any of their representatives) in connection with entering
         into this Note or the other Loan Documents and/or any borrowing
         thereunder, or required to be furnished under the terms thereof, shall
         prove untrue or misleading in any material respect (as determined by
         the Bank in the exercise of its judgment) as of the time when given.

     (d) Default on Other Obligations. The Borrower or any Guarantor shall be in
         default under the terms of any loan agreement, promissory note, lease,
         conditional sale contract or other agreement, document or instrument
         evidencing, governing or securing any indebtedness owing by the
         Borrower or any Guarantor to the Bank or any indebtedness in excess of
         $10,000 owing by the Borrower to any third party, and the period of
         grace, if any, to cure said default shall have passed.

     (e) Judgments. Any judgment shall be obtained against the Borrower or any
         Guarantor which, together with all other outstanding unsatisfied
         judgments against the Borrower (or such Guarantor), shall exceed the
         sum of $10,000 and shall remain unvacated, unbonded or unstayed for a
         period of 30 days following the date of entry thereof.

     (f) Inability to Perform; Bankruptcy/Insolvency. (i) The Borrower or any
         Guarantor shall die or cease to exist; or (ii) any Guarantor shall
         attempt to revoke any guaranty of the Obligations described herein, or
         any guaranty becomes unenforceable in whole or in part for any reason;
         (iii) any bankruptcy, insolvency or receivership proceedings, or an
         assignment for the benefit of creditors, shall be commenced under any
         Federal or state law by or against the Borrower or any Guarantor; or
         (iv) the Borrower or any Guarantor shall become the subject of any
         out-of-court settlement with its creditors; or (v) the Borrower or any
         Guarantor is unable or admits in writing its inability to pay its debts
         as they mature.

     (g) Adverse Change; Insecurity. (i) There is a material adverse change in
         the business, properties, financial condition or affairs of the
         Borrower or any Guarantor, or in any collateral securing the
         Obligations; or (ii) the Bank in good faith deems itself insecure.

  13. Termination of Loans; Additional Bank Rights. Upon the occurrence of any
of the events identified in paragraph 12, the Bank may at any time
(notwithstanding any notice requirement or grace/cure periods under this or
other agreements between the Borrower and the Bank) (i) immediately terminate
its obligation, if any, to make additional loans to the Borrower; (ii) Setoff;
and/or (iii) take such other steps to protect or preserve the Bank's interest in
any collateral, including without limitation, notifying account debtors to make
payments directly to the Bank, advancing funds to protect any collateral and
insuring collateral at the Borrower's expense; all without demand or notice of
any kind, all of which are hereby waived.

                                  Page 2 of 4

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     14. Acceleration Obligations. Upon the occurrence of any of the events
identified in paragraph 12(a) through 12(e) and 12(g), and the passage of any
applicable cure periods, the Bank may at any time thereafter, by written notice
to the Borrower, declare the unpaid principal balance of any Obligations,
together with the interest accrued thereon and other amounts accrued hereunder
and under the other Loan Documents, to be immediately due and payable; and the
unpaid balance shall thereupon be due and payable, all without presentation,
demand, protest or further notice of any kind, all of which are hereby waived,
and notwithstanding anything to the contrary contained herein or in any of the
other Loan Documents. Upon the occurrence of any event under paragraph 12(f),
the unpaid principal balance of any Obligations, together with all interest
accrued thereon and other amounts accrued hereunder and under the other Loan
Documents, shall thereupon be immediately due and payable, all without
presentation, demand, protest or notice of any kind, all of which are hereby
waived, and notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents. Nothing contained in paragraph 12 or 13 or this
paragraph shall limit the Bank's right to Setoff as provided in this Note.

     15. Collateral. This Note is secured by any and all security interests,
pledges, mortgages or liens now or hereafter in existence granted to the Bank to
secure indebtedness of the Borrower to the Bank (unless prohibited by law),
including, without limitation, as described in the following documents: BUSINESS
SECURITY AGREEMENT DATED MARCH 18, 2002
________________________________________________________________________________
______________________________________________________________________________.

     16. Guaranties. This Note is guaranteed by_________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
______________________________________________________________________________.

     17. Additional Bank Rights. Without affecting the liability of any
Borrower, endorser, surety or guarantor, the Bank may, without notice, renew or
extend the time for payment, accept partial payments, release or impair any
collateral security for the payment of this Note, or agree not to sue any party
liable on it.

     18. Warranties. The Borrower makes the following warranties: (A) If the
Borrower is a corporation or partnership, it is a validly existing corporation
or partnership (as applicable), in good standing under the laws of its state of
organization, and has all requisite power and authority, corporate or otherwise,
and possesses all licenses necessary, to conduct its business and own its
properties. (B) The execution, delivery and performance of this Note and all
other Loan Documents (i) are within the Borrower's power; (ii) have been duly
authorized by proper corporate or partnership action (as applicable); (iii) do
not require the approval of any governmental agency; and (iv) will not violate
any law, agreement or restriction by which the Borrower is bound. (C) This Note
and the other Loan Documents are the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their terms.

     19. Waivers; Relationship to Other Documents. All Borrowers, endorsers,
sureties and guarantors waive presentment, protest, demand, and notice of
dishonor. The warranties, covenants and other obligations of the Borrower (and
rights and remedies of the Bank) in this Note and all related documents are
intended to be cumulative and to supplement each other.

     20. Expenses and Attorneys' Fees. The Borrower will reimburse the Bank and
any participant in the Obligations ("Participant") for all attorneys' fees and
all other costs, fees and out-of-pocket disbursements incurred by the Bank or
any Participant in connection with the preparation, execution, delivery,
administration, defense and enforcement of this Note or any of the other Loan
Documents, including attorneys' fees and all other costs and fees (a) incurred
before or after commencement of litigation or at trial, on appeal or in any
other proceeding, (b) incurred in any bankruptcy proceeding and (c) related to
any waivers or amendments with respect thereto (examples of costs and fees
include but are not limited to fees and costs for: filing, perfecting or
confirming the priority of the Bank's lien, title searches or insurance,
appraisals, environmental audits and other reviews related to the Borrower, any
collateral or the loans, if requested by the Bank). The Borrower will also
reimburse the Bank and any Participant for all costs of collection before and
after judgment, and the costs of preservation and/or liquidation of any
collateral.

     21. Applicable Law and Jurisdiction; Interpretation; Joint Liability;
Severability. This Note and all other Loan Documents shall be governed by and
interpreted in accordance with the internal laws of the State of CALIFORNIA,
except to the extent superseded by Federal law. Invalidity of any provisions of
this Note shall not affect any other provision. THE BORROWER HEREBY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY
OR FEDERAL JURISDICTION OF THE BANK'S BRANCH WHERE THE LOAN WAS ORIGINATED, AND
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS,
CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS NOTE; THE COLLATERAL, ANY OTHER
LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THERE FROM, OR ENFORCEMENT AND/OR
INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall affect the Bank's
rights to serve process in any manner permitted by law, or limit the Bank's
right to bring proceedings against the Borrower in the competent courts of any
other jurisdiction or jurisdictions. This Note, the other Loan Documents and any
amendments hereto (regardless of when executed) will be deemed effective and
accepted only upon the Bank's receipt of the executed originals thereof. If
there is more than one Borrower, the liability of the Borrowers shall be joint
and several, and the reference to "Borrower" shall be deemed to refer to all
Borrowers. Invalidity of any provision of this Note shall not affect the
validity of any other provision.

     22. Participants/Guarantors/Successors. The Bank may, at its option, sell
all or any interests in the Note and other Loan Documents to other financial
institutions (the "Participant"), and in connection with such sales (and
thereafter) disclose any financial information the Bank may have concerning the
Borrower to any such Participant or potential Participant. From time to time,
the Bank may, in its discretion and without obligation to the Borrower, any
Guarantor or any other third party, disclose information about the

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Borrower and this loan to any Guarantor, surety or other accommodation party.
This provision does not obligate the Bank to supply any information or release
the Borrower from its obligation to provide such information, and the Borrower
agrees to keep all Guarantors advised of its financial condition and other
matters which may be relevant to the Guarantors' obligations to the Bank. The
rights, options, powers and remedies granted in this Agreement and the other
Loan Documents will extend to the Bank and to its successors and assigns, will
be binding upon the Borrower and its successors and assigns and will be
applicable hereto and to all renewals and/or extensions hereof.

  23. Copies; Entire Agreement; Modification. The Borrower hereby acknowledges
the receipt of a copy of this Note and all other Loan Documents.

  IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND
SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT
CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS
AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL
ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT
BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS
NOW IN EFFECT BETWEEN BORROWER AND THE BANK, WHICH OCCURS AFTER RECEIPT BY
BORROWER OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL
OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND
SHOULD NOT BE RELIED UPON.

  24. Waiver of Jury Trial. THE BORROWER AND THE BANK HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

  25. Attachments. All documents attached hereto, including any appendices,
schedules, riders, and exhibits to this Stand-Alone Revolving Note, are hereby
expressly incorporated by reference.


(Individual Borrower)             DYNATEM, INC.
                                  ----------------------------------------------
                                  Borrower Name (Organization)

_________________________ (SEAL)  a CALIFORNIA Corporation
                                  ----------------------------------------------

Borrower Name        N/A          By /s/ [ILLEGIBLE]
              -----------------      -------------------------------------------

                                  Name and Title  MICHAEL HORAN, PRESIDENT
_________________________ (SEAL)                  ------------------------------
                                  By Eileen Deswert
                                     -------------------------------------------
Borrower Name       N/A
              -----------------   Name and Title EILEEN DESWERT, VICE PRESIDENT
                                                 -------------------------------

Borrower Address:  23263 MADERO SUITE C, MISSION VIEJO, CA 92691
                  --------------------------------------------------------------

Borrower Telephone No.: 949-855-3235
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