Deed Of Trust (non-construction)

EXHIBIT 10.2


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";


FOR THE PURPOSE OF SECURING, in such order of priority as the BENEFICIARY, in its absolute discretion, may determine:


1. Payment of all obligations and indebtedness pursuant to the following: The Term Loan facility in the amount of $400,000.00 contained in that certain Term Loan Agreement dated September 18, 1997 between the TRUSTOR and the BENEFICIARY (herein referred to as the "Obligation"), and any and all amendments modifications, extensions or renewals of the Obligation (whether evidenced by the Obligation or otherwise); together with the payment of interest on such indebtedness and the payment of all other sums (with interest as therein provided) according to the terms of the Obligation (and any and all amendments modifications, extensions, or renewals thereof);


2. Payment of all other sums, with interest as herein provided, becoming due or payable, under the provisions of this Deed of Trust, to the TRUSTEE or the BENEFICIARY;


3. Due, prompt and complete observance, performance and discharge of each and every condition, obligation, covenant and agreement contained in this Deed of Trust, the Obligation and any document or instrument modifying or amending this Deed of Trust or the Obligation or otherwise evidencing, securing or pertaining to the indebtedness evidenced by the Obligation;


4. Payment of such additional sums (with interest thereon) as may hereafter be borrowed from the BENEFICIARY, or its successors or assigns, by the TRUSTOR or the then record owner of the Premises and evidenced by one or more instruments (other than the Obligation) which are by their terms secured by this Deed of Trust.


TO PROTECT AND MAINTAIN THE SECURITY OF THIS DEED OF TRUST, THE TRUSTOR AGREES:


1. Payment or Obligations When Due. The TRUSTOR shall promptly pay, when due and in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, each and every indebtedness and obligation for which this Deed of Trust has been given as security a provided hereinabove; and the TRUSTOR shall promptly perform, observe and discharge each and every condition, obligation, covenant and agreement for which this Deed of Trust has been given as security as provided herein.


2. Maintenance of Premises. The TRUSTOR shall maintain and keep the Premises in good condition and repair and shall not commit or permit waste of the whole or part of any item consisting of a part of the Premises. The TRUSTOR shall not alter, remove or demolish any buildings, improvements, machinery, equipment appliances or fixtures now or hereafter on the Property without the prior written consent of the BENEFICIARY.


The TRUSTOR shall promptly repair, replace or restore (in good, workmanlike manner and in compliance with all laws, ordinances, governmental rules and


regulations, easements, agreements, covenants, conditions and restrictions affecting the Premises) all buildings, improvements, machinery, equipment, appliances and fixtures now or hereafter on the Property, in the event of damage to or destruction of such buildings, improvements, machinery, equipment, appliances and fixtures.


The TRUSTOR shall not commit, suffer or permit any act upon the Premises in violation of law, ordinance, governmental rules and regulations, easements, agreements, covenants, conditions and restrictions affecting the Premises or use of the Premises.


The TRUSTOR shall cultivate, irrigate, fertilize, fumigate, spray, prune and do any other acts which from the character or use of the Property may be reasonably necessary.


In the performance of all acts required of the TRUSTOR under the above paragraphs describing maintenance of the Premises, the TRUSTOR shall promptly pay when due all expenses incurred therefor and shall promptly pay, discharge or otherwise release all claims for labor performed and materials furnished therefor,


3. Environmental Compliance.


A. Definitions. For purposes of this section, the following terms are
defined as follows:


(i) "Environmental Claims" shall mean all claims, however asserted,
by any governmental authority or other person alleging potential
liability or responsibility for violation of any Environmental Law or
for release or injury to the environment or threat to public health,
personal injury (including sickness, disease or death), property
damage, natural resources damage, or otherwise alleging liability or
responsibility for damages (punitive or otherwise), cleanup, removal,
remedial or response costs, restitution, civil or criminal penalties,
injunctive relief, or other type of relief, resulting from or based
upon (i) the presence, placement, discharge, emission or release
(including intentional and unintentional, negligent and non-negligent,
sudden or non-sudden, accidental or non-accidental placement, spills,
leaks, discharges, emissions or releases) of any Hazardous Materials
at, in or from the Property, or (ii) any other circumstances forming
the basis of any violation, or alleged violation, of any Environmental
Law.


(ii) "Environmental Laws" shall mean all federal, state or local
laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements
with, any governmental authorities, in each case relating to
environmental, health, safety and land use matters; including the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control Act of 1972, the Solid Waste Disposal Act, the Federal
Resource Conservation and Recovery Act, the Toxic Substances Control
Act, the Emergency Planning and Community Right-to-Know Act, the
California Hazardous Waste Control Law, the California Solid Waste
Management, Resource, Recovery and Recycling Act, the California Water
Code and the California Health and Safety- Code.


(iii) "Hazardous Materials" shall mean all those substances which are
regulated by, or which may form the basis of liability under any
Environmental Law, including all substances identified under any
Environmental Law as a pollutant, contaminant, hazardous waste,
hazardous constituent, special waste, hazardous substance, hazardous
material, or toxic substance, or petroleum or petroleum derived
substance or waste.


B. Environmental Representations and Warranties. The TRUSTOR hereby
represents and warrants that the operations and activities of the TRUSTOR on
or at the Premises comply, and during the term of this Deed of Trust will at
all times comply, in all respects with all Environmental Laws; the TRUSTOR
has obtained licenses, permits, authorizations and registrations required
under any Environmental Law ("Environmental Permits") and necessary for its
ordinary operations on or at the Premises, all such Environmental Permits are
in good standing, and the TRUSTOR is in compliance with all material terms
and conditions of such Environmental Permits: neither the TRUSTOR nor the
Property or operations are subject to any outstanding written order from or
agreement with any governmental authority nor subject to any judicial or
docketed administrative proceeding, respecting any Environmental Law.
Environmental Claim or Hazardous Material; there are no Hazardous Materials
or other conditions or circumstances existing, or arising from operations
prior to the date of this Deed of Trust, with respect to the Property that
would reasonably be expected to give rise to Environmental Claims. In
addition, (i) the TRUSTOR does not have or maintain on the Premises any
underground storage tanks which are not properly registered or permitted
under applicable Environmental Laws or which are leaking or disposing of
Hazardous Materials off-site, and (ii) the TRUSTOR has notified all of its
employees of the existence, if any, of any health hazard arising from the
conditions of their employment on or at the Premises and has met all
notification requirements under Title III of CERCLA and all other
Environmental Laws.


C. Environmental Compliance. The TRUSTOR shall.


(i) Conduct its operations on or at the Premises and keep and
maintain the Property in compliance with all Environmental Laws.


(ii) Give prompt written notice to the BENEFICIARY, but in no event
later than 10 days after becoming aware, of the following; (a) any
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened against the TRUSTOR or any of its
affiliates or the Property pursuant to any applicable Environmental Laws,
(b) all other Environmental Claims in connection with the Property, and
(c) any environmental or similar condition on any real property adjoining
or in the vicinity of the Property that could reasonably be anticipated to
cause such the Property or any part thereof to be subject to any
restrictions on the ownership, occupancy, transferability or use of the
Property under any Environmental Laws.


(iii) Upon the written request of the BENEFICIARY, the TRUSTOR shall
submit to the BENEFICIARY, at the TRUSTOR'S sole cost and expense, at
reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue
identified in any notice required pursuant to this Section.


(iv) At all times indemnify and hold harmless the BENEFICIARY from
and against any and all liability arising out of any Environmental Claims.


4. Insurance. The TRUSTOR shall provide, maintain and keep policies of insurance (with companies and in form, content, policy limits and terms satisfactory to the BENEFICIARY, with loss payable to the BENEFICIARY) insuring the Premises against fire (with an extended coverage endorsement), public liability, loss of rents or business interruption, flood damage (if the Property is located in a flood hazard area and if such insurance is available) and s ...