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                                                                 Exhibit 10.1(b)


                          AMENDMENT TO PROMISSORY NOTE

$1,000,000.00                                                      Phoenix, AZ
5.07% Interest                                                  March 18, 2002


      WHEREAS, Michael Rohleder and his spouse, Roxanne Rohleder (collectively
referred to as "Rohleder") entered into a Promissory Note in the face amount of
One Million Dollars ($1,000,000.00) dated March 9, 2001, the proceeds of which
were used by Rohleder to purchase a home at 8217 N. Coconino Road, Paradise
Valley, Arizona 85253, with Principal and Interest payable to Semiconductor
Components Industries, LLC ("SCI, LLC") (the "Original Note"); and

      WHEREAS, Michael Rohleder and SCI, LLC entered into a Termination
Agreement dated as of January 29, 2002 (the "Agreement") requiring the change in
terms of the Original Note as set forth in Section 3 of the Agreement.

      NOW THEREFORE, in consideration of the terms and conditions set forth
below, the parties agree as follows:

      1.    All capitalized terms not defined in this Amendment to Promissory
            Note shall have the meaning defined in the Original Note.

      2.    Other than the changes set forth below, all terms and conditions of
            the Original Note shall remain in full force and effect.

      3.    All Paragraph references made below refer to the paragraph
            numbers set forth in the Original Note.

      4.    Amendments:

            A.    Paragraph 1 of the Original Note is replaced in its
                  entirety by the following:

            1.    Payment/Prepayment.

                  (a)   This Note may be prepaid at any time, in whole or in
                        part, without penalty or premium. Each partial
                        prepayment shall be applied first to the Interest and
                        then to the Principal Amount. This Note is a full
                        recourse note secured by the Property (as defined in
                        Section 2 below).

                  (b)   Unless paid sooner, the Principal Amount plus Interest,
                        shall be due and payable to SCI, LLC as follows:

                         (i)  Notwithstanding Rohleder's termination of
                              employment, the Loan shall remain outstanding for
                              the one hundred fifty (150) days immediately
                              following the Termination Date. On the last day of
                              such one hundred fifty (150) day period (or the
                              next


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                              business day, if the last day of such one-hundred
                              fifty (150) day period is not a business day), the
                              entire Principal Amount plus Interest (to the
                              extent not yet paid) shall become immediately due
                              and payable.

                         (ii) Rohleder hereby agrees to execute and deliver any
                              documents or other materials that SCI, LLC
                              determines are necessary to evidence the
                              above-described agreement and to continue without
                              interruption or impairment of SCI, LLC's security
                              interest in the Property (as defined in the
                              Original Note).

            B.    Subparagraph 5(h) of the Original Note shall be modified so
                  that the address for notice to Rohleder shall be 8217 N.
                  Coconino Road, Paradise Valley, Arizona 85253.


                                          /s/ Michael Rohleder
                                          -------------------------------------
                                          Michael Rohleder

                                          /s/ Roxanne Rohleder
                                          -------------------------------------
                                          Roxanne Rohleder


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