EXHIBIT 10.2
 
 
 
  COLLATERAL ASSIGNMENT AND PLEDGE
OF NOTE, DEED OF TRUST AND LOAN DOCUMENTS
 THIS COLLATERAL ASSIGNMENT AND PLEDGE OF NOTE, DEED OF TRUST AND LOAN DOCUMENTS Assignment Aware Lender
 R E C I T A L S
 Note Purchase
Agreement Bank Exhibit
B, Borrower Vineyard Loan
 Aware Note Exhibit C Aware Loan Documents)
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A G R E E M E N T
  ARTICLE 1.
DEFINITIONS
 Collateral
      Event of Default
 Vineyard Note
 Vineyard Deed of Trust
 Vineyard Loan Documents
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Real Property Exhibit A
 ARTICLE 2.
PLEDGE AND ASSIGNMENT
 Collateral
 Terms of Assignment
    ARTICLE 3. INTENTIONALLY OMITTED
 ARTICLE 4.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF AWARE
  Delivery of Collateral
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Enforceability of this Assignment
 Right to Execute this Assignment
 Pending Litigation; Bankruptcy; Violations of Law .
 Advised by Counsel .
 Good Title
 No Future Encumbrance or Transfer
 Consents
 Perfection of Security Interest
 Collateral; Compliance and Defense
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ARTICLE 5.
ACTION BY LENDER
 Action by Lender
    Assignment
 ARTICLE 6.
ENFORCEMENT OF VINEYARD LOAN DOCUMENTS
 Agreements Regarding Vineyard Loan Documents
 Forbearance Forbearance Period
 Discounted Payoff .
 Release of Guaranties Guarantors
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Event of Default by Aware
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ARTICLE 7.
EVENTS OF DEFAULT   REMEDIES
 Remedies
     Sale of Collateral
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Application of Net Proceeds .
 No Limitation of Remedies
 ARTICLE 8.
GENERAL CONDITIONS.
 Further Assurances
 Expenses and Costs of Lender
 Release of Collateral and Termination
 Entire Agreement
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No Agency
 Terminology
 Time of Essence
 Waiver of Certain Defenses
 Notices
 To Lender:
    
    SPT Real Estate Finance, LLC8951 Research DriveIrvine, California 92618Attn: William A. ShopoffFax No.: (949) 417-1399with a copy to:
    
    Croudace & Dietrich4750 Von KarmanNewport Beach, California 92660Attn: Debra M. Dietrich, Esq.Fax No.: (949) 794-9909To Aware:Fax No.: (949)
  Headings; Successors and Assigns; Severability
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Waiver; Discontinuance of Proceedings
 Counterparts
 Modifications
 Reinstatement of Obligations and Security .
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Governing Law .
 No Third-Party Beneficiaries .
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Assignor:
AWARE DEVELOPMENT COMPANY, INC.,
a California corporationBy



/s/
John D. Ford, Jr.Attorney-in-Fact(Print Name and Title)ACKNOWLEDGED BY:
Borrower:
SPRINGBROOK INVESTMENTS, L.P. a California 
limited partnership By
    Highgrove, Inc., its General Partner By
    /s/ William A. ShopoffWilliam A. Shopoff, SecretaryBy
    /s/ Cindy I. ShopoffCindy I. Shopoff, President Guarantors:
THE SHOPOFF REVOCABLE TRUSTBy:
    /s/ William A. ShopoffWilliam A. Shopoff, TrusteeBy:
    /s/ Cindy I. ShopoffCindy I. Shopoff, Trustee/s/ William A. ShopoffWilliam A. Shopoff, an individual Page 12




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EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
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EXHIBIT B
 DESCRIPTION OF NOTE PURCHASE AGREEMENT
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EXHIBIT C
 VINEYARD LOAN DOCUMENTS LIST
 1.
    
    Promissory Note for Loan No. 0913076970 in the amount of $5,187,000.00 dated March 29,
20062.
    
    Business Loan Agreement3.
    
    Deed of Trust recorded on March 31, 2006 under document number 2006-0229400 in favor of
Vineyard Bank4.
    
    Commercial Guaranty of The Shopoff Revocable Trust5.
    
    Hazard Insurance Disclosure6.
    
    Agreement to Provide Insurance7.
    
    Trust Certificate8.
    
    Partnership Authorization9.
    
    Modification of Deed of Trust recorded on May 26, 2006 under document number
2006-0386956 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 200610.
    
    Modification of Deed of Trust recorded on June 2, 2006 under document number
2006-0405304 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006 and decreased the amount of the original
Promissory Note from $5,187,000.00 to $5,120,000.0011.
    
    Modification of Deed of Trust recorded September 26, 2006 under document number
2006-0709116 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 200612.
    
    Modification of Deed of Trust recorded February 15, 2008 under document number
2008-0077706 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006.13.
    
    First American Title Policy of Title Insurance effective as of March 31, 2006
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