PROMISSORY NOTE


Principle Amount: $5,200,000.00                                 State of Arizona

        FOR VALUE RECEIVED,  the undersigned hereby promises to pay to the order
of TLD FUNDING GROUP a division of Cee and Gee Funding,  Inc.,  the sum of Five
Million Two Hundred  Thousand  Dollars  ($5,200,000.00),  together with fees and
terms defined in the Equipment  Finance Proposal dated March 11, 1999,  attached
and made a part hereof.

        In the event this note shall be in default,  and placed with an attorney
for collection,  then the undersigned agree to pay all reasonable  attorney fees
and costs of  collection.  Payments  not made  within  five (5) days of due date
shall be subject to a late charge of 5% of said payment.  All Payments hereunder
shall be made to such  address  as may from  time to time be  designated  by any
holder hereof.

        The  undersigned  and  all  other  parties  to  this  note,  whether  as
endorsers,  guarantors or sureties,  agree to remain fully bound hereunder until
this note shall be fully paid and waive demand,  presentment and protest and all
notices  thereto  and  further  agree  to  remain  bound,   notwithstanding  any
extension, renewal,  modification,  waiver, or other indulgence by any holder or
upon the discharge or release of any obligor  hereunder or to this note, or upon
the exchange, substitution, or release of any collateral granted as security for
this note. No  modification  or indulgence by any holder hereof shall be binding
unless  in  writing;  and any  indulgence  on any on  occasion  shall  not be an
indulgence  for any  other or future  occasion.  Any  modification  or change of
terms,  hereunder granted by any holder hereof,  shall be valid and binding upon
each  of  the  undersigned,  notwithstanding  the  acknowledgment  of any of the
undersigned,  and each of the undersigned does hereby  irrevocably grant to each
of the others a power of  attorney to enter into an such  modification  on their
behalf.  The rights of any holder hereof shall be cumulative and not necessarily
successive.  This note shall  take  effect as a sealed  instrument  and shall be
construed,  governed and enforced in accordance with the laws of the State first
appearing at the head of this note. The undersigned  hereby execute this note as
principals and not as sureties.


Debtor(s): SITEK, Inc.                  Advanced Technology Services, Inc.


/s/ Don M. Jackson, Jr.                 /s/ Julian Gates
-------------------------------         -------------------------------
Don M. Jackson, Jr.                     Julian Gates, President
<PAGE>

                                TLD FUNDING GROUP
                            8900 N CENTRAL, SUITE 214
                             PHOENIX, ARIZONA 85020
                                 (602) 678-4079
                               (602) 906-9549 FAX


March 11, 1999

SITEK, Inc. and Advanced Technology Services, Inc.
1817 West 4th St
Tempe, Az 85281
Attn: Julian Gates

RE: Equipment Finance Proposal

Dear Mr. Jackson,

TLD Funding  Group (TLD)  proposes  the  following  structure  for an  equipment
finance for the terms and conditions set forth below:

Debtor:                       SITEK, Inc. and Advanced Technology Services, Inc.

Type of Instrument:           Promissory Note

Type of Equipment:            Fujitsu 6" Wafer Fab equipment line in New Castle,
                              UK

Term:                         120 Days

Equipment Cost:               $5,200,000.00

Placement Fee:                $500,000.00

Management Fee:               3% of $5,200,000.00

Total Debt:                   $5,856,000.00

Repayment Method:             All  funds  collected  from  the  proceeds  of the
                              equipment  will  immediately  be  transferred to a
                              joint account  established by ATSI and TLD Funding
                              Group   in  a   mutually   agreed   to   financial
                              institution.  TLD  Funding  Group will be the only
                              signor on the account until such time as the total
                              amount of funds  collected  exceeds  the amount of
                              the  purchase  price plus costs of funds.  At that
                              time TLD  Funding  Group  will be  removed  as the
                              custodian  of the joint  account  and ATSI will be
                              assigned full responsibility for this account.
<PAGE>
Penalty for Non Performance:  1. If  after  90  days the Total Debt has not been
                                 retired  and ATSI has not  provided  copies  of
                                 revelant purchase orders covering the repayment
                                 amount,  a 5% penalty  will be  assessed on the
                                 outstanding balance beginning with the 91st day
                                 and will be accessed  every 30 day period until
                                 the debt is retired.

                              2. If  after 120 days the amount collected has not
                                 retired the debt plus cost of funds,  ATSI will
                                 be  assessed a 5%  penalty  on the  outstanding
                                 balance  on the 121st day and will be  accessed
                                 every 30 day period the debt is outstanding.

                              3. The  penalties  defined in items 1 and 2 above
                                 are not  cumulative.  Only one  penalty  may be
                                 applied for any given period.

Other:                        1. ATSI will be responsible for all taxes, exports
                                 duties, legal fees, and extraordinary  expenses
                                 incurred by TLD Funding Group, its assignee, or
                                 the Funding bank.

                              2. ATSI  will  provide TLD Funding Group a list of
                                 contingent customers for the equipment.

                              3. Prior  to  transfer  of  funds from TLD Funding
                                 Group  or it  assigned  bank to Bank of Tokyo -
                                 Mitsubishi on March 18, 1999, ATSI will provide
                                 TLD  Funding  Group  an  insurance  certificate
                                 naming TLD  Funding  Group or its  assignee  as
                                 additionally insured and loss payee.

                              4. Upon  signing  of  contract between Fujitsu and
                                 ATSI,  ATSI will transfer title of equipment to
                                 TLD Funding Group.

                              5. Any other reasonable and expedient items raised
                                 and agreed to by pertaining parties.

We appreciate the  opportunity to present this proposal and look forward to your
positive response. In the meantime, we would be pleased to receive any questions
or comments you have.


Sincerely,                              Accepted

TLD Funding Group                       SITEK, Incorporated and Advanced
                                        Technology Services, Inc.


/s/ John Balding                        /s/ Julian Gates
---------------------------             ---------------------------
John Balding                            Julian Gates

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