Amendment To Deed Of Trust July 25 1997

STREICH LANG, P.A. Renaissance One Two North Central Avenue Phoenix, Arizona 85004-2391 Attention: Henry A. Perras, Esq.


AMENDMENT TO
DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING


This Amendment to Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of July 25, 1997 (the "Amendment") is by and between CONTINENTAL CIRCUITS CORP., a Delaware corporation ("Trustor"), whose address is 3502 East Roeser Road, Phoenix, Arizona 85040, and BANK ONE, ARIZONA, NA, a national banking association ("Beneficiary"), whose address is Post Office Box 71, Phoenix, Arizona 85001, Attention: Commercial Banking, Dept. AZ1-1178. Terms used herein not otherwise defined herein shall have the meanings set forth in the Deed of Trust (defined below).


RECITAL


WHEREAS, the Loan Agreement pursuant to which the promissory note secured by the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of April 28, 1994 (the "Deed of Trust"), by Trustor, as Trustor, for the benefit of Beneficiary, as Beneficiary, recorded on April 28, 1994 as No. 940342849, records of Maricopa County, State of Arizona, has been amended and restated by that certain Loan Agreement of even date herewith between Trustor and Beneficiary.


NOW, THEREFORE, the parties hereto agree as follows:


AMENDMENTS


SECTION . Section 2 of the Deed of Trust is amended to read as follows:


SECTION 2. OBLIGATION SECURED


This Deed of Trust is given for the purpose of securing, in such order of priority as Beneficiary may elect: 2
2.1 Payment of the sum of FORTY-FIVE MILLION AND NO/100 DOLLARS
($45,000,000.00) according to the terms of that Revolving Promissory
Note dated as of July 25, 1997, made by Trustor, payable to the order
of Beneficiary, evidencing a revolving line of credit, all or any part
of which may be advanced to Trustor, repaid by Trustor and readvanced
to Trustor, from time to time, subject to the terms and conditions
thereof, provided that the principal balance outstanding at any time
shall not exceed the sum set forth above in this Paragraph 2.1, with
interest thereon, extension and other fees, late charges, prepayment
premiums and attorneys' fees, according to the terms thereof, and all
extensions, modifications, renewals or replacements thereof
(hereinafter called the Note). The Note may accrue interest at a
variable rate per annum, as such rate shall change from time to time;


2.2 Payment, performance and observance by Trustor of each covenant,
condition, provision and agreement contained herein and of all monies
expended or advanced by Beneficiary pursuant to the terms hereof, or to
preserve any right of Beneficiary hereunder, or to protect or preserve
the Trust Property or any part thereof;


2.3 Payment, performance and observance by Trustor of each covenant,
condition, provision and agreement contained in that Loan Agreement
dated as of July 25, 1997, by and between Trustor and Beneficiary
(hereinafter called the "Loan Agreement") and in any other Loan
Document (as defined in the Loan Agreement) and of all monies expended
or advanced by Beneficiary pursuant to the terms thereof or to preserve
any right of Beneficiary thereunder;


2.4 Payment of any and all additional loans and advances made by
Beneficiary to Trustor and/or to the then record owner or owners of the
Trust Property (excluding, however, any such loan to an individual for
personal, family or household purposes) with interest thereon, late
charges, extension and other fees, prepayment premiums and attorneys'
fees, according to the terms of the promissory note(s) and/or credit
agreement(s) evidencing such loans and advances, and all extensions,
modifications, renewals or replacements thereof; and


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