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                                                                   EXHIBIT 10.19

                                PROMISSORY NOTE
                                ---------------

$6,700,000.00                                               San Jose, California
                                                                 March 24 , 1997

     FOR VALUE RECEIVED, IPAC PROPERTIES, a California corporation ("Maker"),
having an office at 2221 Old Oakland Road, San Jose, California 95131 promises
to pay to SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation
("Holder") having its principal office address, at One Sun Life Executive Park,
Wellesley Hills, MA  02181, or order, at its principal office in Wellesley
Hills, MA or at such other place as may be designated in writing by Holder, the
principal sum of SIX MILLION SEVEN HUNDRED THOUSAND and NO/100 Dollars
($6,700,000.00) (the "Principal Indebtedness"), in lawful money of the United
States, together with interest thereon at the rate of eight and one half percent
(8.50%) per annum, payable in monthly installments of principal and interest in
the sum of Fifty Eight Thousand One Hundred Forty Four and 16/100 Dollars
($58,144.16) commencing May 1, 1997 and payable on the first day (1st) of each
month for fifty nine (59) months with the last installment being due and payable
on March 31, 2002 (the "Maturity Date"), at which time the entire unpaid balance
together with accrued interest shall be due and payable.   Interest accrued from
the date Holder initially disburses funds to the first (1st) day of the month
following the month during which Holder initially disburses funds, shall be due
and payable at the time of closing.

     This Note is secured by, among other things, (i) a Deed of Trust, Financing
Statement, Security Agreement and Fixture Filing (with Assignment of Rents and
Leases) (the "Deed of Trust") dated as of the date hereof made by Maker for the
benefit of Holder and encumbering certain premises situate in the City of San
Jose, County of Santa Clara and the improvements thereon, along with other
property more particularly described in the Deed of Trust (collectively, the
"Secured Property"), and (ii) an Absolute Assignment of Leases, Rents, Income
and Cash Collateral dated as of the date hereof from Maker to Holder.  Each of
the documents mentioned in this paragraph and all other documents either
evidencing or further securing the Principal Indebtedness are collectively
referred to herein as the "Loan Documents".

     Upon the occurrence of an Event of Default (as such term is defined in the
Deed of Trust) (including, without limitation, the failure of Maker to pay any
sum herein specified when due regardless of whether or not there has been an
acceleration), all delinquent payments and all accrued and unpaid interest
thereon, and all other delinquent sums evidenced and/or secured by the Loan
Documents shall bear interest from the date of delinquency at a rate per annum
(the "Default Rate") equal to the lesser of:  (i) the highest rate of interest
permitted to be contracted for under the laws of the State of California, if
any, or (ii) twelve and one half percent (12.5%) per annum.  The Default Rate
shall be in lieu of any other interest rate otherwise applicable and shall
commence, without notice, immediately upon and from the occurrence of such Event
of Default and shall continue until all defaults are cured and all sums then due
and payable under the Loan Documents are paid in full.

     No privilege is reserved to prepay the Principal Indebtedness either in
whole or in part prior to April 1, 1999 (the "Closed Period").  Thereafter,
beginning on April 1, 1999 and except as provided hereinafter, the privilege is
reserved by Maker to prepay the entire principal balance hereunder together with
accrued interest thereon to the date of payment on such date or any subsequent
monthly installment date, upon not less than ninety (90) days' prior written
notice to Holder of Maker's intention to make such prepayment, provided there is
paid, in addition to interest accrued to the date of such prepayment, a
prepayment fee which shall be equal to the
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greater of (a) one percent (1%) of the then outstanding balance of the
Principal Indebtedness, or (b) a Discounted Yield Maintenance Prepayment Fee
computed as follows: the proceeds of the prepayment will be assumed to be
immediately reinvested in a United States Treasury Security having a coupon
interest rate and maturity most closely equivalent to that of this Note. If the
yield (the "Treasury Yield") on that certain United States Treasury Security, as
published in the "Wall Street Journal" on the fifth business day prior to the
date of prepayment, is:

     1.   less than the interest rate of this Note, Maker will pay to Holder a
          fee equal to the positive difference between the two interest rates,
          divided by 12 and multiplied by the then outstanding balance of the
          Principal Indebtedness to arrive at the monthly payment differential.
          Holder shall then determine the present value of the series of monthly
          payment differentials for the number of whole and partial months from
          the prepayment date to the maturity date using the Treasury Yield as
          the discount rate compounding monthly.  The resulting sum of the
          discounted monthly payment differentials will be the Discounted Yield
          Maintenance Prepayment Fee, or,

     2.   greater than or equal to the interest rate on this Note, then the
          prepayment fee shall be 1% of the then outstanding balance of the
          Principal Indebtedness.

     In the event the outstanding balance of the Principal Indebtedness shall
become due and payable as a result of (a) an Event of Default (as such term is
defined in the Deed of Trust) causing acceleration under this Note, then, in
such event, Maker shall pay the prepayment charge which would otherwise be
applicable hereunder; or if at that time there is no such privilege of
prepayment (e.g., during the Closed Period), then, to the extent permitted by
law, and except as provided hereinafter, such prepayment fee shall be equal to
the greater of (a) three percent (3%) of the then outstanding balance of the
Principal Indebtedness, or (b) a Discounted Acceleration Premium amount
calculated as follows:  the proceeds of the prepayment will be assumed to be
immediately reinvested in a United States Treasury Security having a coupon
interest rate and maturity most closely equivalent to that of this Note.  If the
yield on that certain United States Treasury Security, as published in the Wall
Street Journal on the fifth business day prior to the date of prepayment, is:

     1.   less than the interest of this Note, Maker will pay to Holder a fee
          equal to the positive difference between the two interest rates,
          divided by 12 and multiplied by the then outstanding balance of the
          Principal Indebtedness to arrive at the monthly payment differential.
          Holder shall then determine the present value of the series of monthly
          payment differentials for the number of whole and partial months from
          the prepayment date to the maturity date using the Treasury Yield as
          the discount rate compounding monthly.  The resulting sum of the
          discounted monthly payment differential will be the Discounted
          Acceleration Premium, or,

     2.   greater than or equal to the interest rate on this Note, then the
          prepayment fee shall be 3% of the then outstanding balance of the
          Principal Indebtedness.

     MAKER HEREBY EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA
CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT
PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THE NOTE, AND (B) AGREES THAT
IF, FOR ANY REASON, A PREPAYMENT OF ANY OR ALL OF THIS NOTE IS MADE, WHETHER
VOLUNTARY OR INVOLUNTARY, OR UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY
DATE OF THE NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY

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MAKER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER OR
DISPOSITION AS PROHIBITED OR RESTRICTED BY SECTION 1.11 OF THE DEED OF TRUST,
THEN MAKER SHALL BE OBLIGATED TO PAY, CONCURRENTLY THEREWITH, AS A PREPAYMENT
FEE, THE APPLICABLE SUM SPECIFIED IN THE PRECEDING PARAGRAPH. BY SIGNING THIS
PROVISION IN THE SPACE PROVIDED BELOW, MAKER AGREES THAT HOLDER'S AGREEMENT TO
MAKE THE LOAN EVIDENCED BY THIS NOTE AT THE INTEREST RATE AND FOR THE TERM SET
FORTH IN THE NOTE CONSTITUTES ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY
MAKER FOR THIS WAIVER AND AGREEMENT.

                         IPAC PROPERTIES, a California corporation

                         By: /s/ Tony Lin
                            _____________________________________

                              Its: CFO
                                  _______________________________

     Notwithstanding the foregoing, no prepayment fee shall be payable in
connection with any voluntary or involuntary prepayment made on or after January
1, 2002.

     Upon the occurrence of any other Event of Default, then and in any such
events, Holder may, at its option, declare this Note and the entire Principal
Indebtedness to be immediately due and payable and collectible then or
thereafter as Holder may elect, regardless of the stated Maturity Date.

     Should the Principal Indebtedness or any part thereof be collected at law
or in equity, or in bankruptcy, receivership, or any other court proceeding
(whether at the trial or appellate level), or should this Note be placed in the
hands of attorneys for collection upon default, Maker agrees to pay, in addition
to the principal, prepayment charge, interest and any other outstanding amounts
due and payable hereon, all costs of collecting or attempting to collect this
Note and enforcing Holder's remedies under the Loan Documents, including
reasonable attorneys' fees and expenses, and the same shall constitute
additional indebtedness secured by the Deed of Trust.

     Maker recognizes that any default in the payment of any installment of
principal and/or interest due hereunder on the date the same is due will result
in loss and additional expense to Holder in servicing the Principal
Indebtedness, handling such delinquent payments and meeting its other financial
obligations, and that the extent of such loss and additional expenses is
extremely difficult and impractical to ascertain.  Maker therefore agrees that
in the event any installment of principal and/or interest due hereunder is not
paid on the date the same is due and payable, without regard to any grace
periods, a late charge of four percent (4%) of the overdue installment of
principal and/or interest shall be paid by Maker and that such amount is a
reasonable estimate of such loss and expense and may be charged by Holder, at
its option, for the purpose of defraying such loss and expenses, unless
applicable law requires a lesser such charge, in which event the maximum rate
permitted by such law may be charged by Holder for said purposes.

     The failure of Holder to exercise the option for acceleration of maturity,
foreclosure or any other remedies provided in the Loan Documents following any
default as aforesaid or to exercise any other option granted to it hereunder,
under the Deed of Trust or under any of the other Loan Documents, in any one or
more instances, or the acceptance by Holder of partial payments or partial
performance, shall not constitute a waiver of any such default, but such option
shall remain continuously in force.  Acceleration of maturity, once claimed
hereunder by Holder, may at its option be rescinded by written acknowledgment to
such effect, but the tender

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and acceptance of partial payment or partial performance alone shall not in any
way affect or rescind such acceleration of maturity.

     Maker hereby covenants and agrees that, together with and in addition to
the monthly payments of principal and/or interest payable under the terms of
this Note, Maker will deposit with Holder of this Note or its agent, as directed
by Holder, until this Note is fully paid, installments of insurance premiums and
Impositions (as defined and required in the Deed of Trust).  Amounts held
hereunder shall not be deemed to be trust funds, but may be commingled with the
general funds of Holder.

     It is the intention of Maker and Holder to conform strictly to the usury
laws now or hereafter in force in the State of California, and any interest
payable under this Note, the Deed of Trust, the other Loan Documents, and/or any
of the other documents or instruments executed by Maker in connection with the
loan made or to be made hereunder shall be subject to reduction to the amount
not in excess of the maximum non-usurious amount allowed under the usury laws of
the State of California as now or hereafter construed by the courts having
jurisdiction over such matters.  If the aggregate of all interest (whether
designated as interest, service charges, points or otherwise) contracted for,
chargeable or receivable under this Note, the Deed of Trust and any other Loan
Document should exceed the maximum legal rate, it shall be deemed a mistake and
such excess shall be canceled automatically and, if theretofore paid, shall at
the option of Holder either be rebated to Maker or credited on the principal
amount of this Note, or, if the Note has been repaid, such excess shall be
rebated to Maker.  In the event the Maturity Date is accelerated by reason of
any provision of this Note or by reason of an election by Holder resulting from
an Event of Default under the Loan Documents, voluntary prepayment by Maker, or
otherwise, then earned interest may never include more than the maximum amount
permitted by law, computed from the dates of each advance of loan proceeds
hereunder until payment, and any interest in excess of the maximum amount
permitted by law shall be canceled automatically and, if theretofore paid, shall
at the option of Holder either be rebated to Maker or credited on the principal
amount of this Note or, if the Note has been repaid, the excess shall be rebated
to the Maker.  This provision shall control every other provision of all
agreements between Maker and Holder.

     Maker hereby waives presentment, protest, notice of protest, notice of
dishonor and diligence in collection, and any and all other notices and matters
of a like nature, except for those expressly required by the Deed of Trust, this
Note or any other Loan Documents.  Maker consents to any extension of time
(whether one or more) of payment hereof, release of all or any part of the
security for the payment of this obligation or release of any person or entity
liable for payment of this Note.  Any such extension or release may be made
without notice to any such party and without discharging said party's liability
hereunder.

     This Note may not be changed orally, but only by an agreement in writing,
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.

     No failure or delay on the part of Holder in exercising any right, power or
privilege under this Note and no course of dealing between Maker and Holder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which Holder would otherwise have at law or equity.  No
notice to or demand on Maker in any case shall entitle Maker to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the right of Holder to any other or further action in any
circumstances without notice or demand.

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     Maker acknowledges that the ownership (and the continuation thereof) of the
Secured Property by Maker is of a material nature to the loan and the making of
the loan evidenced by this Note.  Therefore, Maker agrees that in the event of
any transfer that is prohibited by the terms of Section 1.11 of the Deed of
                                                ------------
Trust or other Loan Document, howsoever evidenced or occasioned, then, at the
option of Holder, the entire Principal Indebtedness along with all accrued
interest thereon shall immediately become due and payable.

     Whenever in this Note one of the parties hereto is named or referred to,
the heirs, legal representatives, successors and assigns of such party shall be
included and all covenants and agreements contained in this Note by or on behalf
of Maker or by or on behalf of Holder shall bind and inure to the benefit of
such party's heirs, legal representatives, successors and assigns, whether so
expressed or not.

     The obligations of each person and entity comprising Maker (if more than
one) shall be joint and several.

     The unenforceability or invalidity of any provision or provisions of this
Note as to any persons or entities or circumstances shall not render that
provision or those provisions unenforceable or invalid as to any other persons
or entities or circumstances, and all provisions hereof, in all other respects,
shall remain valid and enforceable.

     In the event of any default by Maker under this Note, the Deed of Trust or
any other Loan Document prior to "Lease Termination" as defined below, Holder
shall have all rights reserved in this Note, the Deed of Trust and every other
Loan Document and shall have full recourse against Borrower.  For purposes of
this paragraph "Lease Termination" shall occur upon the earlier of the effective
date of a lease with Integrated Packaging Assembly Corporation for all of the
space in the Secured Property (estimated to be August 15, 1999) or the date the
Secured Property is fully occupied by Integrated Packaging Assembly Corporation
or its successors by merger, consolidation, or sale of substantially all of its
assets.  In the event of any default after Lease Termination, Holder shall have
full recourse to the Secured Property and to the other collateral given by Maker
to secure this Note, provided, however, that any judgment obtained by Holder in
any proceeding to enforce such rights shall be enforced only against the Secured
Property and such other collateral.  Notwithstanding the foregoing, Holder shall
not in any way be prohibited from naming Maker or any of its successors or
assigns or any person holding under or through them as parties to any actions,
suits or other proceedings initiated by Holder to enforce such rights or to
foreclose its mortgage lien or otherwise realize upon any other lien or security
interest created in any other collateral given to secure the payment of this
Note.  The foregoing restriction after Lease Termination shall not apply to, and
Maker shall be personally liable for, any losses, damages, costs and expenses
incurred by Holder as a result of (i) any material misstatement of fact (A) by
Maker or any person or entity constituting Maker to induce Holder to advance the
principal amount evidenced hereby or (B) contained in any Loan Document, (ii)
fraud committed by Maker or any person or entity constituting Maker, (iii)
misapplication of rents, security deposits, income, insurance proceeds,
condemnation awards or trust funds, (iv) any loss, damage, expense or liability
on the part of Holder (including, without limitation, attorneys' fees and
disbursements) for which Maker is liable and which is not reimbursable to Holder
pursuant to the Environmental Agreement and Indemnity (the "Indemnity") executed
on even date herewith including, but not limited to the diminution in value of
the Secured Property due to the existence of Hazardous Substances (as defined in
the Indemnity), or if required in the reasonable judgment of Holder, the
preparation of an environmental audit on the Secured Property, whether conducted
or authorized by Maker, Holder or a third party or the implementation of any
environmental audit's recommendations, (v) all losses, damages or liability
suffered by Holder arising from any acts of commission or omission by Maker that
result

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in waste upon the Secured Property, (vi) failure to pay real property
taxes when due, (vii) taking of any rents prepaid for more than one (1) month in
advance, (viii) cost of any property repair as a result of a casualty not
reimbursed by insurance to the extent insurance is required pursuant to the Deed
of Trust, or (ix) failure to fully comply with the provisions of the Americans
With Disabilities Act.

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     Whenever used, the words "Maker" and "Holder" shall be deemed to include
the respective heirs, successors, assigns and legal representatives of Maker and
Holder.

     This Note is to be construed and enforced according to and governed by the
laws of the State of California.

     IN WITNESS WHEREOF, Maker has executed this Note as of the date first above
written.

                         MAKER

                         IPAC PROPERTIES, a California corporation

                         By: /s/ Tony Lin
                             ______________________________________
                              Its: Chief Financial Officer
                                  _________________________________

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