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                                                                    Exhibit 10.2

                            REVOLVING PROMISSORY NOTE


$45,000,000.00                                                  Phoenix, Arizona

                                                                   July 25, 1997


         FOR VALUE RECEIVED, the undersigned (hereinafter called "Maker"),
promises to pay to the order of BANK ONE, ARIZONA, NA, a national banking
association (the "Payee") (Payee and each subsequent transferee and/or owner of
this Note, whether taking by endorsement or otherwise, are herein successively
called "Holder"), at Post Office Box 71, Phoenix, Arizona 85001, Attention:
Commercial Banking, Dept. AZ1-1178, or at such other place as Holder may from
time to time designate in writing, the principal sum of FORTY-FIVE MILLION AND
NO/100 DOLLARS ($45,000,000.00) or so much thereof as Holder may advance to or
for the benefit of Maker plus interest from the date hereof on the principal
balance from time to time outstanding as hereinafter provided, principal,
interest and all other sums payable hereunder to be paid in lawful money of the
United States of America as follows:

         A. Interest shall accrue:

                  (i) Except to the extent that an RLC Advance bears interest at
                  the Fixed Rate pursuant to this Note, on the unpaid principal
                  of each RLC Advance at the Variable Rate.

                  (ii) To the extent Maker shall elect as provided in this Note
                  and to the extent not otherwise provided in this Note, on the
                  unpaid principal of an RLC Advance at the Fixed Rate.

         B. All interest shall be computed on the basis of a 360-day year and
         accrue on a daily basis for the actual number of days elapsed. All
         accrued interest shall be due and payable on the Payment Date.

         C. The entire unpaid principal balance, all accrued and unpaid
         interest, and all other amounts payable hereunder shall be due and
         payable in full on the RLC Maturity Date.

         D. Each request for an RLC Advance under the Loan Agreement shall, in
         addition to complying with the other requirements in the Loan
         Agreement, (i) specify the date and amount of the requested RLC
         Advance, (ii) specify whether the RLC Advance shall be an RLC Advance
         that bears interest at the Variable Rate or shall be
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         an RLC Advance that bears interest at the Fixed Rate, and (iii), if the
         RLC Advance is to bear interest at the Fixed Rate, (A) specify the
         Interest Period, (B) be delivered to Holder at least two (2) Business
         Days prior to the date of the requested RLC Advance, and (C) be in a
         minimum amount of $2,000,000.00 with integral multiples of
         $1,000,000.00 in excess thereof. Any RLC Advance not complying with the
         foregoing requirements for an RLC Advance bearing interest at the Fixed
         Rate shall bear interest at the Variable Rate.

         E. If Maker desires that a Fixed Rate RLC Advance continue to bear
         interest at the Fixed Rate after the end of an existing Interest
         Period, Maker shall deliver to Holder a notice making such election and
         specifying the new Interest Period. If Maker does not deliver such
         notice within such time, then after the existing Interest Period the
         Fixed Rate RLC Advance shall become a Variable Rate RLC Advance and
         shall bear interest at the Variable Rate.

         F. Maker may, upon written notice to and received by Holder not later
         than 12:00 p.m. (Phoenix, Arizona local time) (i) on the second
         Business Day, in the case of any conversion of a Variable Rate RLC
         Advance into a Fixed Rate RLC Advance and (ii) on the first Business
         Day in the case of any conversion of a Fixed Rate RLC Advance into a
         Variable Rate RLC Advance, prior to the date of the proposed
         conversion, convert any RLC Advance of one type into an RLC Advance of
         the other type, provided, however, that any conversion of a Fixed Rate
         RLC Advance (A) shall only be made on the last day of the applicable
         Interest Period except as otherwise provided herein, and (B) shall be
         made only as to an RLC Advance in a minimum amount of $2,000,000.00
         with integral multiples of $1,000,000.00 in excess thereof. Each such
         notice of a conversion shall specify the date of such conversion and
         the RLC Advance(s) to be converted.

         G. Notwithstanding any provision of the Loan Documents to the contrary,
         Holder shall be entitled to fund and maintain its funding of all or any
         part of any RLC Advance in any manner it sees fit, provided, however,
         that for the purposes of this Note, all determinations hereunder shall
         be made as if Holder had actually funded and maintained each Fixed Rate
         RLC Advance during the Interest Period therefor through the purchase of
         deposits having a maturity corresponding to the last day of the
         Interest Period and bearing an interest rate equal to the Fixed Rate
         for such Interest Period.

         H. If, due to any Regulatory Change, there shall be any increase in the
         cost to Holder of agreeing to make or making, funding, or maintaining
         Fixed Rate RLC Advances (including, without limitation, any increase in
         any applicable reserve requirement), then Maker shall from time to
         time, upon demand by Holder, pay to Holder such amounts as Holder may
         reasonably determine to be necessary to compensate Holder for any
         additional costs that Holder reasonably determines are attributable to
         such Regulatory Change and Holder will notify the Maker of any

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         Regulatory Change that will entitle Holder to compensation pursuant to
         this paragraph as promptly as practicable, but in any event within 90
         days after Holder obtains knowledge thereof, provided, however, that if
         Holder fails to give such notice within 90 days after it obtains
         knowledge of such a Regulatory Change, Holder shall, with respect to
         compensation payable in respect of any costs resulting from such
         Regulatory Change, only be entitled to payment for costs incurred from
         and after the date that Holder does give such notice. Holder will
         furnish to Maker a certificate setting forth in reasonable detail the
         basis for the amount of each request by Holder for compensation under
         this paragraph. Determinations by Holder of the amounts required to
         compensate Holder shall be conclusive, absent manifest error. Holder
         shall be entitled to compensation in connection with any Regulatory
         Change only for costs actually incurred by Holder.

         I. Notwithstanding any provision of the Loan Documents, if Holder shall
         notify Maker that as a result of a Regulatory Change it is unlawful for
         Holder to make RLC Advances at the Fixed Rate, or to fund or maintain
         Fixed Rate RLC Advances, (i) the obligations of Holder to make RLC
         Advances at the Fixed Rate and to convert RLC Advances to the Fixed
         Rate shall be suspended until Holder shall notify Maker that the
         circumstances causing such suspension no longer exist, and (ii) in the
         event such Regulatory Change makes the maintenance of RLC Advances at
         the Fixed Rate unlawful, Maker shall forthwith prepay in full all Fixed
         Rate RLC Advances then outstanding, together with interest accrued
         thereon and all amounts in connection with such prepayment specified
         hereinbelow, unless Maker, within five (5) Business Days of notice from
         Holder, converts all Fixed Rate RLC Advances then outstanding into
         Variable Rate RLC Advances pursuant to the conversion procedures in
         this Note and pays all amounts in connection with such prepayments or
         conversions specified hereinbelow.

         J. Notwithstanding any other provision of the Loan Documents, if prior
         to the commencement of any Interest Period, Holder shall determine (i)
         that United States dollar deposits in the amount of any Fixed Rate RLC
         Advance to be outstanding during such Interest Period are not readily
         available to Holder in the London interbank market, or (ii) by reason
         of circumstances affecting the London interbank market, adequate and
         reasonable means do not exist for ascertaining the Fixed Rate for such
         Interest Period in the manner prescribed in the definition of "Fixed
         Rate," then Holder shall promptly give notice thereof to Maker and the
         obligation of Holder to create, continue, or effect by conversion any
         Fixed Rate RLC Advance in such amount and for such Interest Period
         shall terminate until United States dollar deposits in such amount and
         for the Interest Period shall again be readily available in the London
         interbank market and adequate and reasonable means exist for
         ascertaining the Fixed Rate.

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         The principal balance of this Note represents a revolving credit all or
any part of which may be advanced to Maker, repaid by Maker, and re-advanced to
Maker from time to time, subject to the other terms hereof and the conditions,
if any, contained in the Loan Agreement, and provided that the principal balance
outstanding at any one time shall not exceed the face amount hereof.

         Maker agrees to an effective rate of interest that is the rate stated
above plus any additional rate of interest resulting from any other charges in
the nature of interest paid or to be paid by or on behalf of Maker, or any
benefit received or to be received by Holder, in connection with this Note.

         All payments on this Note shall be applied in the order of priority to
be determined by Holder in its sole discretion (i) to the payment of any costs,
fees or other charges incurred in connection with the indebtedness evidenced
hereby, (ii) to the payment of accrued interest, and/or (iii) to the reduction
of the principal balance.

         This Note is issued pursuant to that Loan Agreement (the "Loan
Agreement") of even date herewith between Maker and Payee hereof and is secured
by, among other things, the Security Documents executed by Maker, as debtor, in
favor of Payee, as secured party. The capitalized terms used and not otherwise
defined herein shall have the same meanings as defined in the Loan Agreement.

         Time is of the essence of this Note. At the option of Holder, the
entire unpaid principal balance, all accrued and unpaid interest and all other
amounts payable hereunder shall become immediately due and payable without
notice upon the occurrence of any Event of Default. Should any payment date not
be a Business Day, then such payment date shall be the next succeeding Business
Day.

         Upon the occurrence of an Event of Default and during the continuation
thereof, and after maturity, including maturity upon acceleration, the unpaid
principal balance, all accrued and unpaid interest and all other amounts payable
hereunder shall bear interest at that rate that is four percent (4%) above the
rate that would otherwise be payable under the terms hereof. Maker shall pay all
costs and expenses, including reasonable attorneys' fees and court costs,
incurred in the collection or enforcement of all or any part of this Note. All
such costs and expenses shall be secured by the Security Documents. In the event
of any arbitration proceedings, arbitration costs and attorneys' fees shall be
set in accordance with the applicable rules of the American Arbitration
Association. In the event of any court proceedings, court costs and attorneys'
fees shall be set by the court and not by jury and shall be included in any
judgment obtained by Holder.

         Maker may, upon at least two (2) Business Days' notice in the case of
Fixed Rate RLC Advances and one (1) Business Day's notice in the case of
Variable Rate RLC Advances to Holder stating the proposed date and aggregate
principal amount of the prepayment, and, if such notice is given, Maker shall
prepay the outstanding principal balance hereof in whole or in part at any

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time prior to the Maturity Date as stated in such notice by Maker. With any
prepayment of a Fixed Rate RLC Advance or with any conversion of a Fixed Rate
RLC Advance to a Variable Rate RLC Advance, in either case other than on the
last Business Day of the Interest Period for such Fixed Rate RLC Advance (the
"Interest Period Termination Date") (including any such prepayment made
voluntarily or involuntarily as a result of the acceleration of maturity upon a
default or otherwise), Maker shall also pay (a) all accrued and unpaid interest
on the principal being prepaid, (b) all Other Amounts then due, and (c) a
premium, if any, equal to the product of (i) the Average Lost Monthly Interest
Income and (ii) the number of months from the date of prepayment or conversion
to the Interest Period Termination Date (with any fraction of a month counted as
a month), discounted to present value at the Discount Rate over a period equal
to one-half of the number of months in (ii) above.

         As used in the preceding paragraph:

         "Average Lost Monthly Interest Income" means the amount determined by
         dividing (i) the product of the Average Principal and the Lost Rate, by
         (ii) 12, where:

                  "Average Principal" means the amount equal to either (i)
                  one-half the sum of (A) the amount of principal being prepaid
                  and (B) the amount of principal that is scheduled to be due on
                  the Interest Period Termination Date ("Balloon Amount"), or
                  (ii) the amount of principal being prepaid, if such amount is
                  less than the Balloon Amount; and

                  "Lost Rate" means the rate per annum equal to the percentage,
                  if any, by which (i) the yield to maturity of United States
                  Treasury debt obligations having a maturity date nearest to
                  the Interest Period Termination Date ("Treasury Obligations")
                  determined on the first day of the Interest Period exceeds
                  (ii) the yield to maturity of Treasury Obligations determined
                  on the date of prepayment.

         "Discount Rate" means the rate per annum equal to the yield to maturity
         of Treasury Obligations determined on the date of prepayment.

         "Other Amounts" means all amounts payable by Maker to Holder under the
         Note and all other Loan Documents.

The maturity date and yield to maturity of Treasury Obligations shall be
determined by Holder, in its absolute and sole discretion, on the basis of
quotations published in The Wall Street Journal or other comparable sources.

         Failure of Holder to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default or in the event of continuance of any existing default after demand for
strict performance hereof.

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         All sureties, guarantors and/or endorsers hereof (or of any obligation
hereunder) and accommodation parties hereon (severally each hereinafter called a
"Surety") and Maker each: (a) agree that the liability under this Note of all
parties hereto is joint and several; (b) severally waive any and all formalities
in connection with this Note to the maximum extent allowed by law, including
(but not limited to) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment of
this Note; and (c) consent that Holder may extend the time of payment or
otherwise modify the terms of payment of any part or the whole of the debt
evidenced by this Note, at the request of any other person liable hereon, and
such consent shall not alter nor diminish the liability of any person hereon.

         In addition, each Surety waives and agrees not to assert: (a) any right
to require Holder to proceed against Maker or any other Surety, to proceed
against or exhaust any security for the Note, to pursue any other remedy
available to Holder, or to pursue any remedy in any particular order or manner;
(b) the benefit of any statute of limitations affecting its liability hereunder
or the enforcement hereof; (c) the benefits of any legal or equitable doctrine
or principle of marshalling; (d) notice of the existence, creation or incurring
of new or additional indebtedness of Maker to Holder; (e) the benefits of any
statutory provision limiting the liability of a surety, including without
limitation the provisions of Sections 12-1641, et seq., of the Arizona Revised
Statutes; and (f) any defense arising by reason of any disability or other
defense of Maker or by reason of the cessation from any cause whatsoever (other
than payment in full) of the liability of Maker for payment of the Note. Until
payment in full of the Note, no Surety shall have any right of subrogation and
each hereby waives any right to enforce any remedy which Holder now has, or may
hereafter have, against Maker or any other Surety, and waives any benefit of,
and any right to participate in, any security now or hereafter held by Holder.

         Maker agrees that to the extent Maker or any Surety makes any payment
to Holder in connection with the indebtedness evidenced by this Note, and all or
any part of such payment is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid by Holder or paid over to a
trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise (any such payment is hereinafter referred to as a "Preferential
Payment"), then the indebtedness of Maker under this Note shall continue or
shall be reinstated, as the case may be, and, to the extent of such payment or
repayment by Holder, the indebtedness evidenced by this Note or part thereof
intended to be satisfied by such Preferential Payment shall be revived and
continued in full force and effect as if said Preferential Payment had not been
made.

         Without limiting the right of Holder to bring any action or proceeding
against Maker or any Surety or against any property of Maker or any Surety (an
"Action") arising out of or relating to this Note or any indebtedness evidenced
hereby in the courts of other jurisdictions, Maker and each Surety hereby
irrevocably submit to the jurisdiction, process and venue of any Arizona State
or Federal court sitting in Phoenix, Arizona, and hereby irrevocably agree that
any Action may be heard and determined in such Arizona State court or in such
Federal court. Maker and all Sureties each hereby irrevocably waives, to the
fullest extent it may effectively do so, the defenses

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of lack of jurisdiction over any person, inconvenient forum or improper venue,
to the maintenance of any Action in any Arizona State or Federal Court sitting
in Phoenix, Arizona.

         This Note shall be binding upon Maker and its successors and assigns
and shall inure to the benefit of Payee, and any subsequent holders of this
Note, and their successors and assigns.

         All notices required or permitted in connection with this Note shall be
given at the place and in the manner provided in the Loan Agreement for the
giving of notices.

         This Note shall be governed by and construed according to the laws of
the State of Arizona.

         IN WITNESS WHEREOF, these presents are executed as of the date first
written above.

                          CONTINENTAL CIRCUITS CORP., a Delaware
                          corporation



                          By:/s/ Frederick G. McNamee, III
                             --------------------------------------------------
                                   Its: President and Chief Executive Officer

                                                                       MAKER

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