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                                                                   EXHIBIT 10.43


                            UNION BANK OF CALIFORNIA


                                 PROMISSORY NOTE
                                   (BASE RATE)

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Borrower Name   SMARTFLEX SYSTEMS, INC.
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Borrower Address        Office   45061     Loan Number   8439907413
14312 FRANKLIN AVENUE   -------------------------------------------------------
TUSTIN, CA 92680-7028   Maturity Date  DECEMBER 1, 2003  Amount   $3,000,000.00
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$3,000,000.00                                             Date NOVEMBER 6, 1998
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FOR VALUE RECEIVED, on DECEMBER 1, 2003, the undersigned ("Debtor") promises to
pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below,
the principal sum of THREE MILLION AND NO/100 Dollars ($3,000,000.00), or so
much thereof as is disbursed, together with interest on the balance of such
principal from time to time outstanding, at the per annum rate or rates and at
the times set forth below.

1.      PAYMENTS.

PRINCIPAL PAYMENTS. Debtor shall pay principal in installments of FIFTY THOUSAND
AND NO/100 Dollars ($50,000.00) each on the FIRST day of each MONTH, commencing
JANUARY 1, 1999. The availability under this Note shall be reduced on the same
day and in the same amount as each scheduled principal payment.

INTEREST PAYMENTS. Debtor shall pay interest on the FIRST day of each MONTH
(commencing JANUARY 1, 1999). Should interest not be paid when due, it shall
become part of the principal and bear interest as herein provided. All
computations of interest under this note shall be made on the basis of a year of
360 days, for actual days elapsed.

        a.     BASE INTEREST RATE. At Debtor's option, amounts outstanding
               hereunder in minimum amounts of at least $500,000.00 shall bear
               interest at a rate, based on an index selected by Debtor, which
               is 1.75% per annum in excess of Bank's LIBOR-Rate for the
               Interest Period so selected by Debtor, acceptable to Bank.

               No Base Interest Rate may be changed, altered or otherwise
               modified until the expiration of the Interest Period selected by
               Debtor. The exercise of interest rate options by Debtor shall be
               as recorded in Bank's records, which records shall be prima facie
               evidence of the amount borrowed under either interest option and
               the interest rate; provided, however, that failure of Bank to
               make any such notation in its records shall not discharge Debtor
               from its obligations to repay in full with interest all amounts
               borrowed. In no event shall any Interest Period extend beyond the
               maturity date of this note.



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               To exercise this option, Debtor may, from time to time with
               respect to principal outstanding on which a Base Interest Rate is
               not accruing, and on the expiration of any Interest Period with
               respect to principal outstanding on which a Base Interest Rate
               has been accruing, select an index offered by Bank for a Base
               Interest Rate Loan and Interest Period by telephoning an
               authorized lending officer of Bank located at the banking office
               identified below prior to 10:00 a.m., Pacific time, on any
               Business Day and advising that officer of the selected index, the
               Interest Period and the Origination Date selected (which
               Origination Date, for a Base Interest Rate Loan based on the
               LIBOR-Rate, shall follow the date of such selection by no more
               than two (2) Business Days).

               Bank will mail a written communication of the terms of the
               selection to Debtor promptly after the selection is made. Failure
               to send such confirmation shall not affect Bank's rights to
               collect interest at the rate selected. If, on the date of the
               selection, the index selected is unavailable for any reason, the
               selection shall be void. Bank reserves the right to fund the
               principal from any source of funds notwithstanding any Base
               Interest Rate selected by Debtor.

        b.     VARIABLE INTEREST RATE. All principal outstanding hereunder which
               is not bearing interest at a Base Interest Rate shall bear
               interest at a rate per annum equal to the Reference Rate, which
               rate shall vary as and when the Reference Rate changes.

               Debtor shall pay all amounts due under this note in lawful money
               of the United States at Bank's ORANGE COUNTY COMMERCIAL BANKING
               Office, or such other office as may be designated by Bank, from
               time to time.

2. LATE PAYMENTS. If any payment required by the terms of this note shall remain
unpaid ten days after same is due, at the option of Bank, Debtor shall pay a fee
of $100 to Bank.

3. INTEREST RATE FOLLOWING DEFAULT. In the event of default, at the option of
Bank, and, to the extent permitted by law, interest shall be payable on the
outstanding principal under this note at a per annum rate equal to five percent
(5%) in excess of the interest rate specified in paragraph 1.b. of this note,
calculated from the date of default until all amounts payable under this note
are paid in full.

4.      PREPAYMENT.

        a.     Amounts outstanding under this note bearing interest at a rate
               based on the - Reference Rate may be prepaid in whole or in part
               at any time, without penalty or premium. Debtor may prepay
               amounts outstanding under this note bearing interest at a Base
               Interest Rate in whole or in part provided Debtor has given Bank
               not less than five (5) Business Days prior written notice of
               Debtor's intention to make such prepayment and pays to Bank the
               liquidated damages due as a result. Liquidated Damages shall also
               be paid, if Bank, for any other reason, including acceleration or
               foreclosure, receives all or any portion of principal bearing
               interest at a Base Interest Rate prior to its scheduled payment
               date. Liquidated Damages shall be an amount equal to the present
               value of the product of: (i) the difference (but not less than
               zero) between (a) the Base Interest Rate applicable to the
               principal amount which is being 


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               To exercise this option, Debtor may, from time to time with
               respect to principal prepaid, and (b) the return which Bank could
               obtain if it used the amount of such prepayment of principal to
               purchase at bid price regularly quoted securities issued by the
               United States having a maturity date most closely coinciding with
               the relevant Base Rate Maturity Date and such securities were
               held by Bank until the relevant Base Rate Maturity Date ("Yield
               Rate"); (ii) a fraction, the numerator of which is the number of
               days in the period between the date of prepayment and the
               relevant Base Rate Maturity Date and the denominator of which is
               360; and (iii) the amount of the principal so prepaid (except in
               the event that principal payments are required and have been made
               as scheduled under the terms of the Base Interest Rate Loan being
               prepaid, then an amount equal to the lesser of (A) the amount
               prepaid or (B) 50% of the sum of (1) the amount prepaid and (2)
               the amount of principal scheduled under the terms of the Base
               Interest Rate Loan being prepaid to be outstanding at the
               relevant Base Rate Maturity Date). Present value under this note
               is determined by discounting the above product to present value
               using the Yield Rate as the annual discount factor.

        b.     In no event shall Bank be obligated to make any payment or
               refund to Debtor, nor shall Debtor be entitled to any setoff or
               other claim against Bank, should the return which Bank could
               obtain under this prepayment formula exceed the interest that
               Bank would have received if no prepayment had occurred. All
               prepayments shall include payment of accrued interest on the
               principal amount so prepaid and shall be applied to payment of
               interest before application to principal. A determination by Bank
               as to the prepayment fee amount, if any, shall be conclusive. In
               the event of partial prepayment, such prepayments shall be
               applied to principal payments in the inverse order of their
               maturity.

        c.     Bank shall provide Debtor a statement of the amount payable on
               account of prepayment. Debtor acknowledges that (i) Bank
               establishes a Base Interest Rate upon the understanding that it
               apply to the Base Interest Rate Loan for the entire Interest
               Period, and (ii) any prepayment may result in Bank incurring
               additional costs, expenses or liabilities; and Debtor agrees to
               pay these liquidated damages as a reasonable estimate of the
               costs, expenses and liabilities of Bank associated with such
               prepayment.

5. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not
be limited to, any of the following: (a) the failure of Debtor to make any
payment required under this note when due; (b) any breach, misrepresentation or
other default by Debtor, any guarantor, co-maker, endorser, or any person or
entity other than Debtor providing security for this note (hereinafter
individually and collectively referred to as the "Obligor") under any security
agreement, guaranty or other agreement between Bank and any Obligor; (c) the
insolvency of any Obligor or the failure of any Obligor generally to pay such
Obligor's debts as such debts become due; (d) the commencement as to any Obligor
of any voluntary or involuntary proceeding under any laws relating to
bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor
relief; (e) the assignment by any Obligor for the benefit of such Obligor's
creditors; (f) the appointment, or commencement of any proceeding for the
appointment of a receiver, trustee, custodian or similar official for all or
substantially all of any Obligor's property; (g) the commencement of any
proceeding for the dissolution or liquidation of any Obligor: (h) the



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termination of existence or death of any Obligor; (i) the revocation of any
guaranty or subordination agreement given in connection with this note; (j) the
failure of any Obligor to comply with any order, judgement, injunction, decree,
writ or demand of any court or other public authority; (k) the filing or
recording against any Obligor, or the property of any Obligor, of any notice of
levy, notice to withhold, or other legal process for taxes other than property
taxes; (l) the default by any Obligor personally liable for amounts owed
hereunder on any obligation concerning the borrowing of money; (m) the issuance
against any Obligor, or the property of any Obligor, of any writ of attachment,
execution, or other judicial lien; or (n) the deterioration of the financial
condition of any Obligor which results in Bank deeming itself, in good faith,
insecure. Upon the occurrence of any such default, Bank, in its discretion, may
cease to advance funds hereunder and may declare all obligations under this note
immediately due and payable; however, upon the occurrence of an event of default
under d, e, f, or g, all principal and interest shall automatically become
immediately due and payable.

6. ADDITIONAL AGREEMENTS OF DEBTOR. If any amounts owing under this note are not
paid when due, Debtor promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred by Bank in the collection or enforcement of
this note. Debtor and any endorsers of this note, for the maximum period of time
and the full extent permitted by law, (a) waive diligence, presentment, demand,
notice of nonpayment, protest, notice of protest, and notice of every kind; (b)
waive the right to assert the defense of any statute of limitations to any debt
or obligation hereunder; and (c) consent to renewals and extensions of time for
the payment of any amounts due under this note. If this note is signed by more
than one party, the term "Debtor" includes each of the undersigned and any
successors in interest thereof; all of whose liability shall be joint and
several. Any married person who signs this note agrees that recourse may be had
against the separate property of that person for any obligations hereunder. The
receipt of any check or other item of payment by Bank, at its option, shall not
be considered a payment on account until such check or other item of payment is
honored when presented for payment at the drawee bank. Bank may delay the credit
of such payment based upon Bank's schedule of funds availability, and interest
under this note shall accrue until the funds are deemed collected. In any action
brought under or arising out of this note, Debtor and any Obligor, including
their successors and assigns, hereby consent to the jurisdiction of any
competent court within the State of California, as provided in any alternative
dispute resolution agreement executed between Debtor and Bank, and consent to
service of process by any means authorized by said state's law. The term "Bank"
includes, without limitation, any holder of this note. This note shall be
construed in accordance with and governed by the laws of the State of
California. This note hereby incorporates any alternative dispute resolution
agreement previously, concurrently or hereafter executed between Debtor and
Bank.

7. DEFINITIONS. As used herein, the following terms shall have the meanings
respectively set forth below: "Base Interest Rate" means a rate of interest
based on the LIBOR-Rate. "Base Interest Rate Loan" means amounts outstanding
under this note that bear interest at a Base Interest Rate. "Base Rate Maturity
Date" means the last day of the Interest Period with respect to principal
outstanding under a Base Interest Rate Loan. "Business Day" means a day on which
Bank is open for business for the funding of corporate loans, and, with respect
to the rate of interest based on the LIBOR-Rate, on which dealings in U.S.
dollar deposits outside of the United States may be carried on by Bank.
"Interest Period" means with respect to funds bearing interest at a rate based
on the LIBOR-Rate, any calendar period of one, three, six, nine or twelve
months. In determining an Interest Period, a month means a period that starts on
one Business Day in a month and ends on and


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includes the day preceding the numerically corresponding day in the next month.
For any month in which there is no such numerically corresponding day, then as
to that month, such day shall be deemed to be the last calendar day of such
month. Any Interest Period which would otherwise end on a non-Business Day shall
end on the next succeeding Business Day unless that is the first day of a month,
in which event such Interest Period shall end on the next preceding Business
Day. "LIBOR Rate" means a per annum rate of interest (rounded upward, if
necessary, to the nearest 1/100 of 1%) at which dollar deposits, in
immediately available funds and in lawful money of the United States would be
offered to Bank, outside of the United States, for a term coinciding with the
Interest Period selected by Debtor and for an amount equal to the amount of
principal covered by Debtor's interest rate election, plus Bank's costs,
including the cost, if any, of reserve requirements. "Origination Date" means
the first day of the Interest Period. "Reference Rate" means the rate announced
by Bank from time to time at its corporate headquarters as its Reference Rate.
The Reference Rate is an index rate determined by Bank from time to time as a
means of pricing certain extensions of credit and is neither directly tied to
any external rate of interest or index nor necessarily the lowest rate of
interest charged by Bank at any given time.


SMARTFLEX SYSTEMS, INC.



By   //s// William L. Healey
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     WILLIAM L. HEALEY, PRESIDENT











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