RECORDING REQUESTED BY,

AND WHEN RECORDED, MAIL TO:

SANWA BANK CALIFORNIA

OAKLAND MAIN OFFICE

2127 BROADWAY

OAKLAND, CA 94612

ATTN: CRAIG C. FENDEL, VP/MGR.

DEED OF TRUST (NON-CONSTRUCTION) & ASSIGNMENT OF RENTS

THIS DEED OF TRUST (the "Deed of Trust") is made this 18th day of September,1997, by and between ATG INC, (the "TRUSTOR") whose address is 4737 Fremont Boulevard, Fremont, CA 94538, FIRST BANCORP, a California corporation (the "TRUSTEE") and SANWA BANK CALIFORNIA, a California corporation (the "BENEFICIARY").

WTNESSETH

THAT THE TRUSTOR IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO THE TRUSTEE, its successors and assigns, IN TRUST, WITH POWER OF SALE:

All that property now or hereafter acquired in Alameda County, State of California, described in the attached Exhibit "A" (herein referred to as the "Property"):

TOGETHER WITH, and including, without limitation: all of the buildings and improvements now or hereafter erected on the Property; all of the easements, rights, rights-of-way, privileges, franchises and appurtenances now or hereafter belonging to, or in any way appertaining, or in any way being a means of access, to said Property; all rents, issues, profits, royalties, revenue, income and other benefits of or arising from the use or enjoyment of all or any portion of the Property or buildings and improvements now or hereafter erected thereon (subject however to the right, reserved to the TRUSTOR, to collect, receive and retain such rents issues, profits, royalties, revenue, income and other benefits prior to any default hereunder or under the note referenced below or other evidence of debt secured hereby); all gas, oil, water and mineral rights, profits and stock now or hereafter derived from, appurtenant to, or pertaining to the Property (and any and all shares of stock evidencing the same); all crops now or hereafter grown on the Property; and all equipment, machinery, appliances and fixtures (including replacements and additions thereto) now or hereafter erected thereon; and

All of the foregoing shall be deemed to be and shall remain a part of the Property encumbered by this Deed of Trust, and all of the foregoing, together with the Property, are hereinafter referred to as the "Premises";

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