EXHIBIT 10.1
 
 
 
  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
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Entire Agreement
 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)
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Headings; Successors and Assigns; Severability
 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 partnershipBy
    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. 0913076971 in the amount of $1,072,000.00 dated March 29,
20062.
    
    Deed of Trust recorded on March 31, 2006 under document number 2006-0229401 in favor of
Vineyard Bank3.
    
    Business Loan Agreement4.
    
    Commercial Guaranty for The Shopoff Revocable Trust5.
    
    Commercial Guaranty for William A. Shopoff6.
    
    Trust Certificate for the Shopoff Revocable Trust7.
    
    Partnership Authorization8.
    
    Agreement to Provide Insurance9.
    
    Hazard Insurance Disclosure10.
    
    Disbursement Request and Authorization11.
    
    Modification of Deed of Trust recorded on December 31, 2007 increasing the original
amount to $1,122,000.12.
    
    First American Title Policy of Title Insurance effective March 31, 2006
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