Exhibit 10.43(a)

                      INTEGRATED INFORMATION SYSTEMS, INC.

                    SEPARATION AGREEMENT AND GENERAL RELEASE

     This Separation Agreement and General Release (this "Agreement") is between
William Mahan ("Employee") and INTEGRATED INFORMATION SYSTEMS, INC. (hereinafter
"IIS"), dated the date set forth adjacent to Employee's signature.

     WHEREAS, Employee was employed by IIS. Employee and IIS desire to resolve
all claims, disputes and causes of action which Employee, Employee's heirs,
attorneys, executors, administrators and assigns have or may have against IIS.

     NOW, THEREFORE, the parties hereby agree as follows:

Section 1.  Termination of Employment. The employment of Employee with IIS is
            terminated as of January 10, 2003 (the "Separation Date").

Section 2.  Payment. In addition to all other wages and benefits which IIS has
            paid, IIS shall continue Employee's salary and benefits (as defined
            below) in effect as of the Separation Date for a period of two (2)
            months from the Separation Date (the "Separation Payments"), with
            all Separation Payments terminating on March 10, 2003. Benefits
            include and are limited to IIS' portion of the premiums for
            Employee's (including dependents) coverage under IIS' health care,
            life insurance, and dental plans. The Separation Payments shall be
            made on IIS' regularly scheduled pay periods. The Separation Payment
            is in consideration of (a) the covenants of Employee as set forth in
            this Agreement, and (b) the release of all claims, disputes and
            causes of action which Employee, Employee's heirs, attorneys,
            executors, administrators or assigns have or may have against IIS,
            its predecessors, or any other related entity, as set forth in
            Section 3 below. The Agreement is not effective nor will the
            Separation Payment be paid to Employee until after the Employee
            executes this Agreement.

Section 3.  Release of IIS. In consideration of receipt by Employee of the
            matters in Section 2, supra, which Employee acknowledges is in
            addition to anything of value to which Employee is currently
            entitled, Employee, on behalf of Employee and Employee's heirs,
            attorneys, executors, successors, administrators and assigns, does
            hereby release, acquit and forever discharge IIS, and its respective
            successors, assigns, subsidiaries, divisions, affiliated companies
            and benefit plans and its respective present and former affiliates,
            directors, officers, fiduciaries, employees, agents, successors and
            assigns, from any and all liabilities, damages, causes of action and
            claims of any nature, kind or description whatsoever, whether
            accrued or to accrue, which Employee ever had, now has or hereafter
            may have against any of them, known or unknown, that are based on
            facts occurring the day of and prior to the day Employee executes
            this Agreement or the Separation Date, whichever is later,
            including, but not limited to, any claims

<PAGE>

            under any state or federal law or statute, including, but not
            limited to, the Age Discrimination in Employment Act of 1967, the
            Americans with Disabilities Act of 1990, the Civil Rights Acts of
            1964 and 1991, the Family and Medical Leave Act, any applicable
            workers' compensation law, and any claim (state tort, contract or
            otherwise), matter or action related to Employee's employment and/or
            affiliation with, or termination and separation from, IIS and its
            affiliates.

            The parties agree that the Employment Agreement dated November 28,
            2001, is terminated upon the Separation Date and that all
            post-termination provisions of the Employment Agreement, including
            but not limited to those contained in the CONFIDENTIALITY, RETURN OF
            MATERIALS AND POST-TERMINATION RESTRICTIVE COVENANTS provisions,
            shall remain in effect and are binding upon Employee as further
            defined in the Employment Agreement.

Section 4.  No Release of Vested Benefits. Notwithstanding anything in Section 3
            hereof, Employee does not by this Agreement waive any rights
            Employee may have to vested benefits or account balances in any
            retirement plan which vested benefits or account balances, as the
            case may be, shall be paid over to Employee in accordance with the
            provisions of the respective plans. Employee shall remain on IIS's
            medical, dental and life insurance coverage through March 10, 2003,
            except to the extent that any medical and dental coverage is
            extended in accordance with the right of Employee to do so mandated
            under the Consolidated Omnibus Budget and Reconciliation Act of
            1986.

Section 5.  Confidentiality. As a material of inducement to IIS to enter into
            this Agreement, Employee represents and agrees that Employee will
            keep all terms of this Agreement completely confidential, and that
            Employee will not disclose any information concerning this Agreement
            to any person, including, but not limited to, any past, present or
            prospective employee of IIS. Employee further agrees that disclosure
            by Employee of the terms and conditions of this Agreement in
            violation of this Section constitutes a material breach of the
            Agreement.

Section 6.  Acknowledgments. Employee acknowledges, represents and agrees, in
            compliance with the Older Workers Benefit Protection Act:

            (i)    that Employee has been fully informed and is fully aware of
                   Employee's right to discuss any and all aspects of this
                   matter with an attorney of Employee's choice;

            (ii)   that Employee has carefully read and fully understands all of
                   the provisions of this Agreement;

            (iii)  that Employee has been offered twenty-one (21) days within
                   which to consider this Agreement before executing it and has
                   elected to waive such time period;


                                      -2-
<PAGE>

            (iv)   that Employee has a full seven (7) days following the
                   execution of this Agreement to revoke this Agreement and has
                   been and is hereby advised in writing that this Agreement
                   shall not become effective or enforceable until the
                   revocation period has expired; and

            (v)    that Employee accepts the terms of this Agreement as fair and
                   equitable under all the circumstances and voluntarily
                   executes this Agreement.

Section 7.  Non-Disparagement. Employee agrees to refrain from making any
            statements that are critical or derogatory of any IIS operation or
            about any employee of IIS. This restriction shall apply to any
            statement, written or oral, direct or indirect, voluntarily made.

Section 8.  Governing Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of Arizona. Both parties
            hereby irrevocably submit to the exclusive jurisdiction of any
            federal or state court in Maricopa County, State of Arizona, in any
            lawsuit, action or proceeding arising out of or relating to this
            Agreement, and the parties hereto hereby irrevocably agree that all
            claims in respect to such lawsuit, action or proceeding may be heard
            and determined in such court.

Section 9.  Savings Clause. If any provision of this Agreement is invalid under
            applicable law, such provision shall be deemed to not be a part of
            this Agreement, but shall not invalidate any other provision hereby.

WILLIAM MAHAN("Employee")                                 INTEGRATED INFORMATION
                                                          SYSTEMS, INC. ("IIS")

/s/ William Mahan                                         By: /s/ Jill Clark
Employee Signature

Date: January 17, 2003                                    Title: HR Director

Final Date for Revocation: January 24, 2003               Date: January 17, 2003
(7 days after date of Agreement)


                                      -3-
<PAGE>

                                 ATTACHMENT "A"

                                 NON-REVOCATION
                        AS OF THE DATE SHOWN ON THIS FORM

            By signing below, I hereby verify that I have chosen not to revoke
my agreement to and execution of the Settlement Agreement and General Release.
My signature confirms my renewed agreement to the terms of that Agreement,
including the release and waiver of any and all claims relating to my employment
with the Employer and its successors, assigns, and affiliated companies, and/or
the termination of that employment.

-----------------------------
WILLIAM MAHAN

/s/ William Mahan                            January 24, 2003
Employee Signature*                          Date*

*Do not sign, date, or return this document until seven (7) days after you sign
the Separation Agreement and General Release.


                                      -4-