<PAGE>
                                                                   Exhibit 10.19


                               FIRST AMENDMENT TO

           AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT

         This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (this "Amendment") is entered into as of July 6, 2000 by and
between WOOD ALLIANCE, S.P. INC. d/b/a WOOD ASSOCIATES, a California corporation
("Borrower") and COMERICA BANK CALIFORNIA, a California banking corporation
("Bank").

                                    RECITALS

         A. Borrower and Bank have previously entered into that certain Amended
and Restated Revolving Loan and Security Agreement dated as of January 31, 2000
(the "Loan Agreement"), and UCC-1 Financing Statements and other documents
executed in connection therewith by Borrower and third parties, including the
Guaranties described below (collectively, the "Loan Documents").

         B. Pursuant to the Loan Agreement, Bank has made available to Borrowers
a line of credit in an amount not to exceed Ten Million and 00/100 Dollars
($10,000,000.00), on the terms and conditions set forth more completely in the
Loan Agreement ("Line of Credit").

         C. Monte D. Wood, an individual, and James D. Childers, an individual
(each a "Guarantor" and collectively the "Guarantors") have each executed
Guaranty in favor of Bank and each dated as of September 5, 1995 (the
"Guaranty"), pursuant to which Guarantors guaranteed the obligations owing to
Bank by Borrower, as set forth more completely in each of their respective
Guaranties.

         D. Borrower has requested, and Bank has agreed, to amend the Loan
Agreement pursuant to certain terms and conditions, as set forth more completely
herein.

                                    AGREEMENT

         For good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as set forth below.

         1. Incorporation by Reference; Definitions. The foregoing Loan
            ---------------------------------------
Documents and the Recitals are incorporated herein by this reference as though
set forth in full herein. Any terms not defined herein shall have the meanings
given in the Loan Documents.

         2. Modification to the Loan Agreement. The parties have agreed to the
            ----------------------------------
amendments to the Loan Agreement set forth in this Section 2.

            2.1 Amendment to Definition of "Committed Line". The definition
                -------------------------------------------
"Committed Line" is hereby amended by deleting the term "Ten Million and 00/100
Dollars


                                       1

<PAGE>


($10,000,000.00)" and replacing it with the term "Twelve Million and 00/100
Dollars ($12,000,000.00)".

         2.2 Amendment to Section 2.1(a) of the Loan Agreement. Section 2.1(a)
             -------------------------------------------------
of the Loan Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:

            "(a) Borrowing Base. Borrowing Base shall mean an amount equal to
                 --------------
Ninety percent (90%) of Eligible Accounts; plus Five Hundred Thousand and 00/100
Dollars ($500,000.00), provided however that as of September 30, 2000 Borrowing
Base shall mean an amount equal to Eighty percent (80%) of Eligible Accounts;
plus Five Hundred Thousand and 00/100 Dollars ($500,000.00)."

         2.3 Amendment to Section 2.2(b) of the Loan Agreement. Section 2.2(b)
             -------------------------------------------------
of the Loan Agreement is amended by deleting the term "Two Million and 00/100
Dollars ($2,000,000.00)" and replacing it with the term "Three Million and
00/100 Dollars ($3,000,000.00)".

         2.4 Amendment to Section 2.5 of the Loan Agreement. Section 2.5 of the
             ----------------------------------------------
Loan Agreement is hereby amended by adding the following terms:

<TABLE>
<S>                                            <C>                                          <C>
 "If the Borrower's Tangible Net Worth         Base Advances shall bear interest at          COF Advances shall bear interest at
               Ratio is:                        a floating rate per annum equal to:           a fixed rate per annum equal to:
        Less than 20.00 to 1.00                         Base Rate plus 1.0%                  Bank's Cost of Funds plus 350 basis
                                                                                                           points"
</TABLE>


         2.5 Amendment to Section 2 of the Loan Agreement. Section 2 of the Loan
             --------------------------------------------
Agreement is hereby amended by adding the following new Section:

            "2.10 Documentation Fee. Borrower shall pay to Bank, on an annual
                  -----------------
basis, a Documentation Fee equal to one quarter of one percent (0.25%) of the
Committed Line."

         2.6 Amendment to Section 7.6 of the Loan Agreement. Section 7.6 of the
             ----------------------------------------------
Loan Agreement is hereby amended by adding the following language to the last
sentence: "including, updated data regarding ineligible Accounts."

         2.7 Amendment to Section 8.2 of the Loan Agreement. Section 8.2 of the
             ----------------------------------------------
Loan Agreement is amended by adding the following to the end of the section: "If
Borrower obtains new equity in an amount of at least Five Million and 00/100
Dollars ($5,000,000.00) then Borrower shall maintain, as of the last day of each
month, a Tangible Net Worth Ratio of at least 4.5 to 1.0."

                                       2

<PAGE>


Conditions Precedent. Bank's consent to the amendments set forth herein is
subject to the conditions precedent that Bank shall have received, on or before
the date of this Agreement: (a) a deed of trust on the real property commonly
known as 3073 Corvin Drive, Santa Clara, California 95051; and (b) a suretyship
rider to deed of trust, all in form and substance satisfactory to Bank and its
counsel:

         3.1 Release of Deed of Trust. Bank agrees that (a) if Borrower obtains
             ------------------------
new equity in an amount of at least Five Million and 00/100 Dollars
($5,000,000.00); or (b) if Borrower maintains a Tangible Net Worth Ratio below
4.5 to 1.0 and is in compliance with all of the financial covenants set forth in
Section 8 of the Loan Agreement for three (3) consecutive monthly financial
statements, then Bank shall release and reconvey the Deed of Trust

      4. No Modification of Other Obligations. Except as is otherwise
         ------------------------------------
specifically set forth herein, the Loan Agreement shall remain unmodified and in
full force and effect.

      5. Ratification of Obligations. Borrower ratifies and reaffirms the
         ---------------------------
Obligations, without setoff, defense, or counterclaim. Borrower agrees fully and
faithfully to pay, perform and discharge, as and when payment, performance and
discharge are due, all of the Obligations under the Loan Agreement, as amended
hereby.

      6. Conflicts. If a conflict exists between the provisions of the Loan
         ---------
Agreement and the provisions of this Amendment, the provisions of this Amendment
shall control.

      7. Ratification of Guaranties. By executing this Amendment below where
         --------------------------
indicated, each Guarantor acknowledges and agrees that it has read and is
familiar with, and consents to, all of the terms and conditions of this
Amendment and specifically consents to the financial accommodations extended and
to be extended by Bank to Borrower as set forth herein. Each Guarantor confirms
and agrees that all of the terms and provisions of his Guaranty are ratified and
reaffirmed, and that his Guaranty shall continue in full force and effect.
Although Bank has informed each Guarantor of the terms of this Amendment,
Guarantor understands and agrees that Bank has no duty whatsoever to so notify
Guarantors or to seek this or any future acknowledgment, consent, or
reaffirmation, and nothing contained herein is intended to, or shall create,
such a duty as to any transactions hereafter.

      8. Further Assurances. Borrower agrees to make and execute such other
         ------------------
documents as may be necessary or required to effectuate the terms and conditions
of this Amendment.

      9. Future Modifications. This Amendment does not entitle, or imply any
         --------------------
consent or agreement to, any further or future modification of, amendment to,
waiver of, or consent with respect to any provision of the Loan Agreement.
Neither this Amendment nor any provisions of the Loan Agreement may be changed,
waived, discharged or terminated, nor may any consent to the departure from the
terms hereof be given, orally (even if supported by new consideration), but only
by an instrument in writing signed by all parties to this Amendment.

                                       3

<PAGE>

Integration. This Amendment is an integrated agreement, and supercedes all
negotiations and agreement regarding the subject matter hereof, and taken
together with the Loan Documents, constitutes the final agreement of the parties
with respect to the subject matter hereof and thereof.

      11. Severability. In the event any one or more of the provisions contained
          ------------
in this Amendment is held to be invalid, illegal or unenforceable in any
respect, then such provision shall be ineffective only to the extent of such
prohibition or invalidity, and the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

      12. Successors and Assigns. This Amendment shall bind and inure to the
          ----------------------
benefit of the respective successors and permitted assigns of each of the
parties; provided, however, that neither this Amendment nor any rights hereunder
may be assigned by Borrower without Bank's prior written consent, which consent
may be granted or withheld in Bank's sole discretion. Bank shall have the right
without the consent of or notice to Borrower to sell, transfer, negotiate, or
grant participation in all or any part of, or any interest in, Bank's
obligations, rights and benefits hereunder.

      13. Interpretation. This Amendment and all agreements relating to the
          --------------
subject matter hereof are the product of negotiation and preparation by and
among each party and its respective attorneys, and shall be construed
accordingly. The parties waive the provisions of California Civil Codess.1654.

      14. Counterparts. This Amendment may be signed in any number of
          ------------
counterparts, each of which shall be an original, with the same effect as if all
signatures were upon the same instrument. Delivery of an executed counterpart of
the signature page to this Amendment by telefacsimile shall be effective as
delivery of a manually executed counterpart of this Amendment, and any party
delivering such an executed counterpart of the signature page to this Amendment
by telefacsimile to any other party shall thereafter also promptly deliver a
manually executed counterpart of this Amendment to such other party, provided
that the failure to deliver such manually executed counterpart shall not affect
the validity, enforceability, or binding effect of this Amendment.

                            [signature page follows]


                                       4

<PAGE>


         IN WITNESS WHEREOF, the parties have caused this First Amendment to
Amended and Restated Revolving Loan and Security Agreement to be executed as of
the day and year first written above.

WOOD ALLIANCE, S.P. INC.



By: /s/  Monte D. Wood
    ------------------------------------------

Title: President
       ---------------------------------------




COMERICA BANK-CALIFORNIA

  /s/  Guy Steffens
-----------------------------------------------------
By: Guy Steffens
Its: Vice President

CONSENTED TO:

  /s/  Monte D. Wood
----------------------------------
Monte D. Wood, Guarantor          James A. Childers, Guarantor



                                       5

<PAGE>


RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:
COMERICA BANK-CALIFORNIA
COMMERCIAL REAL ESTATE LOAN OPERATIONS
75 E. TRIMBLE ROAD
SAN JOSE, CALIFORNIA  95131                           SPACE ABOVE THIS LINE FOR
                                                      RECORDER'S USE
----------------------------------------------------  --------------------------



              DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
                      (WITH ASSIGNMENT OF RENTS AND LEASES)

      This Deed of Trust, Security Agreement and Fixture Filing (With Assignment
of Rents and Leases) is made as of this ____ day of July, 2000, by MONTE D. WOOD
and TINA WOOD, husband and wife, and JAMES A. CHILDERS, a single man
(individually and collectively, jointly and severally called "Trustor") whose
address is 3073 Corvin Drive, Santa Clara, California 95051 to FINANCIAL TITLE
COMPANY, a corporation (hereinafter called "Trustee"), whose address is 701
Miller Street, San Jose, California 95110 for the benefit of COMERICA
BANK-CALIFORNIA, a California Banking Corporation (hereinafter called
"Beneficiary"), whose address is 75 East Trimble Road, San Jose, California
95131.

      WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to
Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH
RIGHT OF ENTRY AND POSSESSION the following property (the "Trust Estate"):

      (a) all that certain real property now or hereafter acquired, in the City
of Santa Clara, County of Santa Clara, State of California (the "Land"), more
particularly described as follows:

            See Exhibit "A" attached hereto

      (b) all buildings, structures and other improvements now or in the future
located or to be constructed on the Land (the "Improvements");

      (c) all tenements, hereditaments, appurtenances, privileges, franchises
and other rights and interests now or in the future benefitting or otherwise
relating to the Land or the Improvements, including easements, rights way,
development rights, mineral rights, water and water rights, pumps and pumping
plants and all shares of stock evidencing the same (the "Appurtenances," and
together with the Land and the Improvements, the "Real Property");

      (d) subject to the assignment to Beneficiary set forth in Paragraph 1l
below, all rents, issues, income, revenues, royalties and profits now or in the
future payable with respect to or otherwise derived from the Trust Estate or the
ownership, use, management, operation, leasing or occupancy of the Trust Estate,
including those past due and unpaid (the "Rents");

      (e) all present and future right, title and interest of Trustor in and to
all inventory, equipment, fixtures and other goods (as those terms are defined
in Division 9 of the California Uniform Commercial Code (the "UCC"), and whether
existing now or in the future) now or in the future located at, upon or about,
or affixed or attached to or installed in, the Real Property, or used or to be
used in connection with or otherwise relating to the Real Property or the
ownership, use, development, construction, maintenance, management, operation,
marketing, leasing or occupancy of the Real Property, including furniture,
furnishings, machinery, appliances,

                                       1

<PAGE>


building materials and supplies, generators, boilers, furnaces, water tanks,
heating, ventilating and air conditioning equipment and all other types of
tangible personal property of any kind or nature, and all accessories,
additions, attachments, parts, proceeds, products, repairs, replacements and
substitutions of or to any of such property (the "Goods," and together with the
Real Property, the "Property"); and

      (f) all present and future right, title and interest of Trustor in and to
all accounts, general intangibles, chattel paper, deposit accounts, money,
instruments and documents (as those terms are defined in the UCC) and all other
agreements, obligations, rights and written materials (in each case whether
existing now or in the future) now or in the future relating to or otherwise
arising in connection with or derived from the Property or any other part of the
Trust Estate or the ownership, use, development, construction, maintenance,
management, operation, marketing, leasing, occupancy, sale or financing of the
Property or any other part of the Trust Estate, including (to the extent
applicable to the Property or any other portion of the Trust Estate) (i)
permits, approvals and other governmental authorizations, (ii) improvement plans
and specifications and architectural drawings, (iii) agreements with
contractors, subcontractors, suppliers, project managers, supervisors,
designers, architects, engineers, sales agents, leasing agents, consultants and
property managers, (iv) takeout, refinancing and permanent loan commitments, (v)
warranties, guaranties, indemnities and insurance policies (whether or not
required to be carried by Trustor pursuant to the terms hereof), together with
insurance payments and unearned insurance premiums, (vi) claims, demands,
awards, settlements and other payments arising or resulting from or otherwise
relating to any insurance (whether or not Beneficiary is named as a loss payee
of such insurance) or any loss or destruction of, injury or damage to, trespass
on or taking, condemnation (or conveyance in lieu of condemnation) or public use
of any of the Property, (vii) license agreements, service and maintenance
agreements, purchase and sale agreements and purchase options, together with
advance payments, security deposits and other amounts paid to or deposited with
Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred
payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale
proceeds and other rights to the payment of money, trade names, trademarks,
goodwill and all other types of intangible personal property of any kind or
nature, and (ix) all supplements, modifications, amendments, renewals,
extensions, proceeds, replacements and substitutions of or to any of such
property (the "Intangibles").

      Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a
security interest in all present and future right, title and interest of Trustor
in and to all Goods and Intangibles and all of the Trust Estates described above
in which a security interest may be created under the UCC (collectively, the
"Personal Property"). This Deed of Trust constitutes a security agreement under
the UCC, conveying a security interest in the Personal Property to Trustee and
Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and
remedies provided herein, all the rights and remedies of a "secured party" under
the UCC and other applicable California law. Trustor covenants and agrees that
this Deed of Trust constitutes a fixture filing under Section 9313 and 9402(6)
of the UCC.

      FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may
elect, (1) payment to Beneficiary and performance by WOOD ALLIANCE, S.P. INC.
d/b/s WOOD ASSOCIATES (the "Borrower") of all obligations of Borrower arising
under that certain Amended and Restated Revolving Loan and Security Agreement
dated January 31, 2000 by and between Borrower and Beneficiary and any and all
modifications, extensions or renewals thereof, (the "Loan Documents"); (2)
payment of all other sums, with interest as herein provided, becoming due or
payable under the provisions hereof to Trustee or Beneficiary; (3) due, prompt
and complete observance, performance and discharge of each and every condition,
obligation, covenant and agreement contained heroin; and (4) payment of such
additional sums with interest which are by the terms thereof secured by this
Deed of Trust.

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

      (4) To pay, 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 above.

                                       2

<PAGE>

      (5) To keep the Property in good condition and repair; not to remove or
demolish any improvement thereon; to complete or restore promptly and in good
and workmanlike manner any improvement which may be constructed, damaged or
destroyed thereon and to pay when due all claims for labor performed and
materials furnished therefor; to comply with all laws affecting the Trust Estate
or requiring any alterations or improvements to be made thereon; not to commit
or permit waste thereof; to perform, in the event all or any portion of the
Trust Estate constitutes a leasehold estate belonging to Trustor, each and every
obligation of Trustor under the terms of the lease agreement relating to the
demise of such property; not to commit, suffer or permit any act upon the Trust
Estate in violation of law; to do all acts which from the character or use of
the Property may be reasonably necessary, the specific enumerations herein not
excluding the general.

      (6) To fully insure, or cause to be insured, the Property against loss or
damage by fire, earthquake, flood, and such other risks as Beneficiary shall,
from time to time, require. Trustor shall carry public liability and other
insurance as Beneficiary may require. Trustor shall maintain all required
insurance in companies, amounts, coverages, deductibles, and forms satisfactory
to the Beneficiary and at least equal to that required on the date of this Deed
of Trust. Such insurance shall be carried in amounts not less than amounts
determined by the insurance company or Beneficiary to prevent the application of
co-insurance or similar clauses, or in such greater amounts as Beneficiary may
require. Neither Beneficiary nor Trustee, by reason of accepting, rejecting,
approving or obtaining insurance, shall incur any liability for (i) the
existence, nonexistence, form or legal sufficiency thereof, (ii) the solvency or
insolvency of any insurer, or (iii) the payment of losses. All property
insurance policies shall name Beneficiary as the primary loss payee, all
liability insurance policies shall name Beneficiary as an additional insured,
and all policies shall provide that they cannot be terminated as to Beneficiary
except upon thirty (30) days' prior written notice to Beneficiary. Trustor shall
deliver to Beneficiary the original of all such policies, or with Beneficiary's
consent certificates, together with receipts satisfactory to the Beneficiary,
evidencing payment of the premiums therefor. Should Trustor fail to insure or
fail to pay the premiums on any required insurance or fail to deliver the
policies or renewals of them as provided above, Beneficiary may (but is not
obligated to) have the insurance issued or renewed (and pay the premiums on it
for the account of Trustor) in amounts and with companies and at premiums as
Beneficiary deems appropriate. If Beneficiary elects to have insurance issued or
renewed to insure Beneficiary's interest, Beneficiary shall have no obligation
to also insure Trustor's interest or to notify Trustor of Beneficiary's actions.
All sums advanced by Beneficiary to pay premiums on insurance policies which
Trustor is required to maintain hereunder shall be due and payable by Trustor to
Beneficiary upon demand, and failing prompt reimbursement, shall be added to the
indebtedness secured by this Deed of Trust and earn interest at the default rate
set forth in the note secured hereby until paid in full.

      As of the date this Deed of Trust is recorded and continuously until this
Deed of Trust is fully reconveyed, the insurance policies shall conform to the
following requirements:

         (a) All insurance policies must be underwritten by insurers with a
Best's rating of B+, VI or better;

         (b) In the event all or any portion of the Real Property secured by
this Deed of Trust constitutes rental or non-residential property, Trustor shall
maintain a Commercial General Liability insurance policy, including broad form
coverages or their equivalents, with One Million Dollars ($1,000,000) combined
single limit coverage for bodily injury and property damage; provided, however,
if improvements similar to the Improvements secured hereby are generally insured
at higher limits of coverage, such higher limits shall be obtained. In all other
cases, Trustor shall maintain such liability insurance coverages as Beneficiary
may require from time to time;

         (c) Trustor shall provide, as required by Beneficiary, additional
property and rental income insurance coverages as follows:

         1. All risk coverage (including earthquake insurance) in the amount of
the full replacement cost of the Improvements;




                                       3

<PAGE>

         2. A waiver of co-insurance endorsement or agreed value endorsement
(relative to casualty);

         3. A replacement cost coverage endorsement (relative to casualty);

         4. A standard mortgage clause (438BFU or CPl2-l8) with Beneficiary
named as loss payee in the Declarations;

         5. A waiver of subrogation clause;

         6. To the extent that any portion of the Real Property constitutes
rental property, loss of rents coverage in an amount equal to at least twelve
(12) months of rentals from the Real Property secured hereby and any expenses
that are payable or reimbursable by tenants;

         7. Flood insurance in an amount sufficient to provide full replacement
cost coverage of the Real Property in the event the Real Property is located
within any flood hazard area; and

         8. Such other coverages as Beneficiary may request from time to time.

The amount collected under any fire or other insurance policy maintained by
Trustor with respect to the Property (whether or not required hereunder and
whether or not Beneficiary is named as loss payee) may be applied by Beneficiary
upon any indebtedness secured hereby and in such order as Beneficiary may
determine, or at option of Beneficiary the entire amount so collected or any
part thereof may be released to Trustor. Such application or release shall not
cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.

         (4) To appear in and defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee;
and to pay all costs and expenses, including cost of evidence of title and
attorney's fees in a reasonable sum, in any such action or proceeding in which
Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to
foreclose this Deed of Trust.

         (5) To pay and discharge, at least ten days prior to delinquency, all
taxes of every kind and nature, including real and personal property taxes and
income, franchise, withholding, profits and gross receipts taxes, all general
and special assessments, including assessments on appurtenant water stock,
levies, permits, inspection and license fees, all water and sewer rents and
charges, and all other public charges whether of a like or different nature,
imposed upon or assessed against Trustor or the Trust Estate or any part thereof
or upon the revenues, rents, issues, income and profits thereof or upon this
Deed of Trust or the indebtedness now or hereafter secured hereby; when due, all
encumbrances, charges and liens, with interest, on the Trust Estate or any part
thereof, which appear to be prior or superior hereto or subject or subordinate
hereto; all costs, fees and expenses of this Trust; or, if and as required by
Beneficiary, to pay to Beneficiary in equal installments on the day on which
monthly payments of principal and interest are due under said note, sufficient
funds (as estimated by Beneficiary from time to time) to pay when due the next
maturing taxes, assessments and hazard insurance (including flood insurance, if
required) premiums. When so provided with sufficient funds, Beneficiary shall
pay such taxes, assessments and hazard insurance premiums before delinquency.
Any excess over the amount required for such purposes shall be held for future
use, applied to any indebtedness hereby secured or refunded to Trustor at
Beneficiary's option.

         To promptly and completely observe, perform, and discharge each and
every condition, obligation, covenant and agreement affecting the Trust Estate,
whether the same is prior and superior or subject and subordinate hereto
including, if the security hereunder is or will be a condominium, community
apartment or part of a planned development, each and every provision to be
performed by Trustor under any Declaration of Covenants, Conditions and
Restrictions pertaining to the condominium, community apartment or planned
development project and, upon written request of Beneficiary, to pay maintenance
charges, if the same have not been paid or legal steps have not been initiated
to enforce such payment within ninety (90) days after such written request is
made.

                                       4

<PAGE>

         Should Trustor fail to make any payment or to do any act as herein
provided, then Beneficiary or Trustee, but without obligation so to do and
without notice to or demand upon Trustor and without releasing Trustor from any
obligation hereof, may: make or do the same in such manner and to such extent as
either may deem necessary to protect the security hereof, Beneficiary or Trustee
being authorized to enter upon the Real Property for such purposes; appear in
and defend any action or proceeding purporting to affect the security hereof or
the rights or powers of Beneficiary or Trustee; pay, purchase, contest or
compromise any encumbrance, charge or lien which in the judgment of either
appears to be prior or superior hereto; and, in exercising any such powers, pay
necessary expenses, employ counsel and pay reasonable attorneys' fees and costs
in connection therewith.

         (6) To pay immediately and without demand all sums so expended by
Beneficiary or Trustee, with interest from date of expenditure until paid in
full by Trustor at a rate equal to five percent (5%) per annum over and above
the rate set forth in the promissory note secured hereby, which sums shall be
secured by this Deed of Trust to the same extent and with the same priority as
the principal and interest payable under the promissory note hereby secured, and
such sums shall be deemed mandatory advances required for the preservation and
protection of the lien of this Deed of Trust and Trustee's and Beneficiary's
rights hereunder.

         (7) That any award of damages in connection with any condemnation for
public use of or injury to the Property or any part thereof is hereby assigned
and shall be paid to Beneficiary who may apply or release such moneys received
by him in the same manner and with the same effect as above provided for
disposition of proceeds of fire or other insurance. Notwithstanding the fact
that the security given hereby may not be impaired by a partial condemnation,
Beneficiary, in its sole and absolute discretion, shall have the right to apply
all compensation, award or other payments or relief therefor made on account
thereof to either the payment of accrued but unpaid interest and second to the
prepayment of principal under said promissory note or reimbursement of Trustor
for expenses incurred by it in the restoration of the Property, and in respect
thereto, Trustor hereby waives the benefit of any statute or rule of law which
may be contrary thereto.

         (8) That by accepting the payment, performance or observance of any
condition, obligation, covenant or agreement contained herein after the date to
be paid, performed or observed as provided hereunder, Beneficiary does not waive
its right either to require prompt payment, performance or observance when due
of all other conditions, obligations, covenants or agreements contained herein
or to declare a default for failure so to do.

         (9) That at any time or from time to time, without liability therefor
and without notice, upon written request of Beneficiary and presentation of this
Deed of Trust and said note for endorsement, and without affecting the personal
liability of any person for payment of the indebtedness secured hereby, Trustee
may: reconvey any part of the Trust Estate; consent to the making of any map or
plat thereof; join in granting any easement thereon; join in the execution of or
subordination of the lien or charge hereof to any covenants, conditions or
restrictions affecting said property; or join in any extension agreement or any
agreement subordinating the lien or charge hereof.

         (10) That upon written request of Beneficiary stating that all sums
secured hereby have been paid, and upon surrender of this Deed of Trust and said
note to Trustee for cancellation and retention and upon payment by Trustor of
its fees, Trustee shall reconvey, without warranty, the Trust Estate then held
hereunder. The recitals in such reconveyance of any matters or facts shall be
conclusive proof of the truthfulness thereof. The grantee in such reconveyance
may be described as "the person or persons legally entitled thereto."

         (11) That Trustor absolutely and unconditionally hereby assigns,
transfers, conveys and sets over to Beneficiary all the Rents; provided,
however, prior to any default by Trustor in the payment, observance, performance
and discharge of any condition, obligation, covenant or agreement of Trustor
contained herein, Trustor shall have the right as the agent and fiduciary
representative of Beneficiary for collection and distribution purposes only, to
collect and receive the Rents as they become due and payable to be applied by
Trustor to the payment of the principal and interest and all other sums due or
payable on said promissory note and to the payment of all other sums payable
under this Deed of Trust and, thereafter, so long as no default as aforesaid has
occurred, the balance shall be distributed to the account of Trustor. Upon any
such default, Beneficiary may at any

                                       5

<PAGE>

time without notice, either in person, by agent or by a receiver to be appointed
by a court, and without regard to the adequacy of any security for the
indebtedness hereby secured, enter upon and take possession of the Property or
any part thereof, in its own name or in the name of Trustor, sue for or
otherwise collect the Rents, including those past due and unpaid and apply the
same, less costs and expenses of operation and collection, including reasonable
attorneys' fees and expenses, to the payment of the principal and interest and
all other sums due or payable on said promissory note and to the payment of all
other sums payable under this Deed of Trust and in such order as Beneficiary may
determine. The entering upon and taking possession of the Property, the
collection of the Rents and the application thereof as aforesaid, shall not cure
or waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice.

         All leases and rental agreements now or hereafter affecting the Real
Property, including all oil and gas leases and other subsurface leases and the
royalties derived therefrom, are hereby assigned and transferred to Beneficiary
by the Trustor, and Trustor hereby agrees and covenants that none of said leases
or rental agreements will be modified or terminated without the consent in
writing of Beneficiary. Trustor shall provide to Beneficiary a non-disturbance
and attornment agreement, in form acceptable to Beneficiary, executed by each
tenant under a lease or rental agreement for a portion of said Real Property
executed after the date hereof.

         Trustor agrees that it will not (a) execute any further assignment of
any of its right, title and interest in the Rents without the prior written
consent of Beneficiary; (b) accept prepayments of any installments of Rents to
become due under any leases or rental agreements in excess of one (1) month
except prepayments in the nature of security which security will not exceed an
amount equal to one (1) month's rent under the lease or rental agreement; (c)
with respect to any lease or rental agreement having a term of two (2) years or
more, Trustor will not terminate, amend or modify any such lease or rental
agreement without the prior written consent of the Beneficiary or (d) accept a
surrender of any such lease or rental agreement.

         (12) Trustor hereby represents, warrants and covenants that:

         (a) Neither the Real Property which is the subject of this Deed of
Trust nor any other real property occupied and/or owned by Trustor has ever been
used by Trustor or any other previous owner and/or operator in connection with
the disposal of or to refine, generate, manufacture, produce, store, handle,
treat, transfer, release, process or transport flammable explosives, radioactive
materials, asbestos, PCB, hazardous wastes, toxic substances or related
materials, including, without limitation, any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any Hazardous Materials Laws (defined
below) (collectively, "Hazardous Materials"), and Trustor will not at any time
use the Real Property or such other real property for the disposal, refining,
generating, manufacturing, producing, storing, handling, treating, transferring,
releasing, processing or transporting of any Hazardous Materials.

         (b) After diligent investigation including, but not limited to,
engineering reports and an environmental assessment report provided to
Beneficiary, Trustor warrants and represents that the Real Property is free of
Hazardous Materials and contaminants which are or could be detrimental to the
Real Property, human health or the environment or in violation of any
governmental taws or regulations.

         (c) Neither the Real Property or any other real property owned and/or
occupied by Trustor has been designated, listed or identified in any manner by
the United States Environmental Protection Agency ("EPA") or under and pursuant
to the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, set forth at 42 U.S.C. 9601 et seq. ("CERCLA"), the Resource
Conservation and Recovery Act of 1986, as amended, set forth at 42 U.S.C. 6901
et seq. ("RCRA"), or any other environmental protection statute as a hazardous
waste or hazardous substance disposal or removal site, superfund or cleanup site
or candidate for removal of closure pursuant to RCRA, CERCLA or any other
environmental protection statute.

         (d) Trustor has not received a notice, summons, citation, directive,
letter or other communication, written or oral (collectively, "Notice") from the
EPA or any other federal or state governmental agency or instrumentality,
authorized pursuant to an environmental protection statute, concerning any
intentional or unintentional action or omission by Trustor resulting in the
releasing, spilling, leaking, pumping, pouring, emitting,

                                       6

<PAGE>

emptying, dumping or otherwise disposing of Hazardous Materials into the
environment resulting in damage thereto or to the fish, shellfish, wildlife,
biota or other natural resources.

         Trustor shall, and shall cause all tenants, employees, agents,
contractors and subcontractors of Trustor and any other persons present on or
occupying the Real Property to, keep and maintain the Real Property, including
the soil and groundwater thereof, in compliance with, and not cause or permit
the Real Property, including the soil and groundwater thereof, to be in
violation of, any federal, state or local laws, ordinances or regulations
relating to industrial hygiene or to the environmental conditions thereon,
including but not limited to any Hazardous Materials Laws. Neither Trustor nor
tenants, employees, agents, contractors and subcontractors of Trustor nor any
other persons occupying or present on the Real Property shall use, generate,
manufacture, store or dispose of on, under or about the Real Property or
transport to or from the Real Property any Hazardous Materials.

         The intended use of the Real Property is for a business purpose
("Permitted Use") and Trustor shall not change or alter the Permitted Use unless
Trustor shall have first notified Beneficiary thereof in writing and Beneficiary
shall have determined, in its sole and absolute discretion, that such change or
modification will not result in the presence of Hazardous Materials on the Real
Property in such a level that would increase the potential liability for
Hazardous Materials Claims.

         Trustor shall immediately advise Beneficiary in writing of: (a) any
Notices (whether such Notices are received from the EPA, the Occupational Safety
and Health Agency, the Department of Health Services, the State Water Quality
Control Board, the Department of Sanitation, the Department of Public Works or
any other federal, state or local governmental agency or regional office
thereof) of violation or potential violation which are received by Trustor of
any applicable federal, state or local laws, ordinances or regulations relating
to any Hazardous Materials, including but not limited to CERCLA, RCRA, the
Hazardous Materials Transportation Act, the Hazardous Substances Account Act,
the Hazardous Substances Act, the Occupational Health and Safety Act, the
Porter-Cologne Water Quality Control Act, the Solid Waste Management Act of
1980, the Toxic Pit Cleanup Act. the Underground Tank Act of 1984, and the
California Water Quality Improvement Act (collectively, "Hazardous Materials
Laws"); (b) any and all enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened pursuant to any Hazardous
Materials Laws; (c) all claims made or threatened by any third party against
Trustor or the Trust Estate relating to damage, contribution, cost recovery
compensation, loss or injury resulting from any Hazardous Materials (the matters
set forth in clauses (a), (b) and (c) above are collectively referred to herein
as "Hazardous Materials Claims"); and (d) Trustor's discovery of any occurrence
or condition on any real property adjoining or in the vicinity of the Real
Property that could cause the Real Property or any part thereof to be classified
as "border zone property" under the provisions of California Health and Safety
Code, Sections 25220 et seq., or any regulation adopted in accordance therewith,
or to be otherwise subject to any restrictions on the ownership, occupancy,
transferability or use of the Real Property under any Hazardous Materials Laws.

         To the extent Beneficiary has a reasonable basis to believe its
security for the Loan is or might be impaired by any Hazardous Materials Claims
or in the event of any default hereunder or under any other Loan Document,
Beneficiary shall have the right but not the obligation to join and participate
in, as a party if it so elects, any legal proceedings or actions initiated in
connection with any Hazardous Materials Claims and to have its reasonable
attorneys' and consultants' fees in connection therewith paid by Trustor upon
demand.

         Trustor shall be solely responsible for, and shall indemnify and hold
harmless Beneficiary, its directors, officers, employees, agents, successors and
assigns, from and against any loss, damage, cost, expense or liability directly
or indirectly arising out of or attributable to the use, generation, storage,
release, threatened release, discharge, disposal or presence (whether prior to
or during the term of the Loan) of Hazardous Materials on, under or about the
Real Property (whether by Trustor or a predecessor in title or any employees,
agents, contractor or subcontractors of Trustor, or any predecessor in title,
any third persons at any time occupying or present on the Real Property, or from
any other cause whatsoever), including, without limitation: (a) all foreseeable
and unforeseeable consequential damages including third party claims; (b) the
costs of any required or necessary repair, cleanup or detoxification of the Real
Property, including the soil and groundwater thereof, and the

                                       7

<PAGE>

preparation and implementation of any closure, remedial or other required plans;
(c) damage to any natural resources; and (d) all reasonable costs and expenses
incurred by Beneficiary in connection with clauses (a), (b) and (c), including
but not limited to reasonable attorneys' and consultants' fees.

         Any costs or expenses incurred by Beneficiary for which Trustor is
responsible or for which Trustor has indemnified Beneficiary shall be paid to
Beneficiary on demand, and failing prompt reimbursement, shall be added to the
indebtedness secured by this Deed of Trust and earn interest at the default rate
set forth in the note secured hereby until paid in full.

         Trustor shall not undertake any cleanup, containment, restoration,
removal or other remedial work (collectively, "Remedial Work") in response to
the presence of any Hazardous Materials on, under or about the Real Property
without prior written notice to Beneficiary of the scope and nature of such
Remedial Work; provided, however, that prior written notice shall not be
necessary in the event that the presence of Hazardous Materials on, under or
about the Real Property either poses an immediate threat to the health, safety
or welfare of any individual or is of such a nature that an immediate remedial
response is necessary and it is not possible to notify Beneficiary before taking
such action. In such event, Trustor shall notify Beneficiary as soon as
practicable of any action so undertaken. Trustor shall not, without
Beneficiary's prior written consent, which shall not be unreasonably withheld,
enter into any settlement agreement, consent decree or other compromise in
respect to any Hazardous Material Claims, which remedial action, settlement,
consent or compromise might, in Beneficiary's reasonable judgment, impair the
value of Beneficiary's security hereunder.

         In the event any investigation or monitoring of conditions on the Real
Property or any Remedial Work is required under any applicable Hazardous
Materials Laws, by any judicial order, by any governmental entity, or in order
to comply with any agreements affecting the Real Property because of or in
connection with any Hazardous Material Claims, Trustor shall perform or cause to
be performed the Remedial Work in compliance with such Hazardous Material Laws
or agreement. All Remedial Work shall be performed by one or more contractors,
selected by Trustor and approved in advance in writing by Beneficiary, and under
the supervision of a consulting engineer, selected by Trustor and approved in
writing by Beneficiary. All costs and expenses of such Remedial Work shall be
paid by Trustor, including, without limitation, the charges of such contractors
and/or the consulting engineer, and Beneficiary's reasonable attorneys' fees and
costs incurred in connection with monitoring or reviewing such Remedial Work. In
the event Trustor shall fail to timely commence or cause to be commenced, or
fail to diligently prosecute to completion, such Remedial Work, Beneficiary may,
but shall not be required to, cause such Remedial Work to be performed, and all
costs and expenses thereof shall be due and payable upon demand therefor by
Trustor.

         If during the term of the loan secured by this Deed of Trust
Beneficiary has reasonable cause to believe that Hazardous Materials have
migrated onto the Real Property or have otherwise come onto the Real Property in
violation of the terms of this Deed of Trust or there has been a default by
Trustor hereunder with respect to Hazardous Materials, at Beneficiary's request,
Trustor shall retain, at Trustor's sole cost and expense, a licensed geologist,
industrial hygienist or an environmental consultant (a "Consultant") acceptable
to Beneficiary to conduct an environmental site assessment of the Real Property
for the presence of Hazardous Materials ("Environmental Audit"). The
Environmental Audit shall be performed in a manner reasonably calculated to
discover the presence of Hazardous Materials contamination. The Consultant shall
concurrently deliver the results of its investigation in writing directly to
Trustor and Beneficiary without prior consultation with either party unless
conducted in the presence of the other party.

         If Trustor fails to pay for or obtain an Environmental Audit as
provided for herein, Beneficiary may, but shall not be obligated to, obtain the
Environmental Audit, and either demand reimbursement from Trustor or add the
cost thereof to the indebtedness secured by this Deed of Trust, in which case
interest shall accrue on such sum at the default rate set forth in the note
secured hereby. Furthermore, Trustor hereby grants Beneficiary, its employees
and agents the right, exercisable at any time and at Beneficiary's sole cost and
expense, to enter upon the Real Property for the purpose of conducting an
inspection, sampling and testing to determine whether there have been any
violations of the covenants contained in this Paragraph 12.

                                       8

<PAGE>

         Trustor's liability under this Paragraph 12 shall not terminate until
the earlier of (i) the sale of the Real Property pursuant to the enforcement of
the lien of this Deed of Trust, the proceeds of which are applied to the
indebtedness secured hereby, or (ii) the payment in full of the indebtedness.

         (13) Trustor agrees to indemnify, defend and hold harmless Trustee and
Beneficiary from and against any and all losses, liabilities, suits,
obligations, fines, damages, judgments, penalties, claims, charges, costs and
expenses (including attorneys' fees and disbursements) which may be imposed on,
incurred or paid by or asserted against Trustee and/or Beneficiary by reason or
on account of, or in connection with (a) any willful misconduct of Trustor or
any default or event of default by Trustor hereunder or under any other Loan
Document; (b) Trustee's and/or Beneficiary's good faith and commercially
reasonable exercise of any of their rights and remedies, or the performance of
any of their duties hereunder or under the other Loan Documents to which Trustor
is a party; (c) Trustor's failure to perform or comply with any of the covenants
set forth in Paragraph 12 above; (d) the construction, reconstruction or
alteration of the Real Property; (e) any negligence of Trustor, or any
negligence or willful misconduct of any lessee of the Real Property or any
portion thereof, or any of their respective agents, contractors, employees,
licensees or invitees; or (f) any accidents, injury, death or damage to any
person or property occurring in, on or about the Real Property or any street,
drive, sidewalk, curb or passageway adjacent thereto, except for the willful
misconduct or gross negligence of Beneficiary or Trustee. Upon demand by Trustee
and/or Beneficiary, Trustor shall defend any action or proceeding brought
against Trustee and/or Beneficiary arising out of or alleging any claim or cause
of action covered by this indemnity, all at Trustor's own cost and by counsel to
be approved by Beneficiary in the exercise of its reasonable judgment. In the
alternative, Trustee and/or Beneficiary may elect to conduct its own defense at
the expense of Trustor. The provisions of this Paragraph 13 shall survive the
foreclosure or the delivery of a deed in lieu of foreclosure of this Deed of
Trust or the payment in full of the indebtedness secured hereby and the
termination and reconveyance of this Deed of Trust, as the case may be.

         Any amount payable to Trustee or Beneficiary under Paragraph 12 or this
Paragraph 13 shall be due and payable immediately after demand therefor and
receipt by Trustor of a statement setting forth in reasonable detail the amount
claimed and the basis therefor, and such amounts shall bear interest at the rate
specified in Paragraph 6 hereof from and after the date such amounts are paid by
Beneficiary or Trustee, as the case may be, until paid in full by Trustor.

         (14) That upon default by Trustor in payment of any indebtedness
secured hereby or in performance of any agreement hereunder, Beneficiary may
take any action or pursue any right or remedy permitted under applicable law
specifically including, without limiting, impairing or otherwise affecting its
other rights and remedies declare all sums secured hereby immediately due and
payable by delivery to Trustee written declaration of default and demand for
sale and of written notice of default and of election to cause to be sold the
Real Property, which notice Trustee shall cause to be filed for record.
Beneficiary also shall deposit with Trustee this Deed of Trust, said note and
all documents evidencing expenditures secured hereby.

         After the lapse of such time as may then be required by law following
the recordation of said notice of default, and notice of the sale having been
given as then required by law, Trustee, without demand on Trustor, shall sell
the Real Property at the time and place fixed by it in said notice of sale,
either as a whole or in separate parcels, and in such order as it may determine,
at public auction to the highest bidder for cash in lawful money of the United
States, payable at time of sale. Trustee may postpone sale of all or any portion
of said Real Property by public announcement at such time and place of sale, and
from time to time thereafter may postpone such sale by public announcement at
the time fixed by the preceding postponement. Trustee shall deliver to such
purchaser its deed conveying the Real Property so sold, but without any covenant
or warranty, express or implied. The recitals in such deed of any matters or
facts shall be conclusive proof of the truthfulness thereof. Any person,
including Trustor, Trustee, or Beneficiary as herein defined, may purchase at
such sale.

         After deducting all costs, fees and expenses of Trustee and of this
Trust, including cost of evidence of title in connection with sale, Trustee
shall apply the proceeds of sale to payment of all sums expended under the terms
hereof, not then repaid, with accrued interest at the rate specified in
Paragraph 6 hereof; all other sums then secured hereby; and the remainder, if
any, to the person or persons legally entitled thereto.

                                       9

<PAGE>

         If this Deed of Trust or any note secured hereby provides for any
charge for prepayment of any indebtedness secured hereby, Trustor agrees to pay
said charge if any of said indebtedness shall be paid prior to the date thereof
stated in said note or this Deed of Trust, even if and notwithstanding Trustor
shall have defaulted in payment thereof, or in performance of any agreement
hereunder, and Beneficiary, by reason thereof, shall have declared all sums
secured hereby immediately due and payable.

         (15) Following recordation of a notice of default, Beneficiary and
prospective bidders at any foreclosure sale shall have the right to enter and
inspect said Real Property at reasonable times and upon reasonable notice to
Trustor. Trustor shall, promptly following the recordation of a notice of
default, but in any event prior to the date of sale set in the notice of sale,
disclose to Beneficiary in writing all material facts regarding said Real
Property.

         Trustor hereby waives any claims against Beneficiary or Trustee arising
out of or in connection with any disclosures regarding said Real Property which
may be made by Beneficiary or Trustee to prospective bidders at or prior to the
foreclosure sale. In addition, Trustor shall indemnify, defend and hold harmless
Trustee and Beneficiary from and against all losses, liabilities, suits, damages
claims or judgments which may arise out of or in connection with any disclosures
regarding said Real Property which may be made by Beneficiary or Trustee to
prospective bidders at or prior to the foreclosure sale. All costs, fees and
expenses incurred by Beneficiary or Trustee in connection with such inspections
and disclosures shall be payable by Trustor upon demand therefor, and such
amounts shall bear interest at the rate specified in Paragraph 6 hereof from the
date paid by Beneficiary until paid in full by Trustor, and if not so paid shall
be added to the amount secured hereby.

         (16) That if the Trustor, or any subsequent owner of the Real Property
covered hereby, shall occupy said property, or any part thereof, after any
default in payment of any amount secured by this Deed of Trust, the Trustor, or
such owner, shall pay to the Beneficiary in advance on the first day of each
month a reasonable rental for the premises so occupied, and upon failure to pay
such reasonable rental, the Trustor, or such owner, may be removed from said
premises by summary dispossess proceedings or by any other appropriate action or
proceeding.

         (17) Trustor hereby represents and warrants: (a) that it is or will be
the lawful owner of all of the Trust Estate free of all claims, liens or
encumbrances whatsoever, other than the security interests granted pursuant
hereto and such other matters as may be approved in writing by Beneficiary in
Beneficiary's sole and absolute discretion; (b) all information, including but
not limited to financial statements famished by Trustor to Beneficiary
heretofore or hereafter, whether oral or written, is and will be correct and
true as of the date given; and (c) if Trustor is a business entity, the
execution, delivery and performance hereof are within its powers and have been
duly authorized.

         (18) With respect to the Personal Property and the security interest
granted to Beneficiary under the Deed of Trust, the following shall apply:

         (a) Trustor shall: (i) execute such financing statements and other
documents and do such other acts and things, all as Beneficiary may from time to
time require, to establish and maintain a valid security interest in the
Personal Property, including payment of all costs and fees in connection with
any of the foregoing when deemed necessary by Beneficiary; (ii) keep the
Personal Property separate and identifiable and at the location described herein
and permit Beneficiary and its representatives to inspect the Personal Property
and/or records pertaining thereto from time to time during normal business
hours; (iii) at Trustor's expense upon Beneficiary's request remove any
unauthorized lien or security interest and defend any claim affecting the
Personal Property; (iv) reimburse Beneficiary for any expenses including but not
limited to reasonable attorneys' fees and legal expenses, incurred by
Beneficiary in seeking to protect, collect or enforce any rights in the Personal
Property; (v) maintain the Personal Property in good condition and not use the
Personal Property for any unlawful purpose; and (vi) at its own expense, upon
request of Beneficiary, notify any parties obligated to Trustor on any of the
Personal Property to make payment to Beneficiary, and Trustor hereby irrevocably
grants Beneficiary power of attorney to make said notifications and collections.
Trustor does hereby authorize Beneficiary to perform any and all acts which
Beneficiary in good faith deems necessary for the protection and preservation of
the Personal Property

                                       10

<PAGE>

or its value or Beneficiary's security interest therein, including transferring
any of the Personal Property into its own name and receiving the income thereon
as additional security hereunder.

         (b) Whenever a default exists under this Deed of Trust, Beneficiary, at
its option may: (i) transfer any of the Personal Property into its own name or
that of its nominee; (ii) notify any parties obligated on any of the Personal
Property consisting of accounts, instruments, chattel paper, chooses in action
or the like to make payment to Beneficiary and enforce collection of any of the
Personal Property herein; (iii) require Trustor to assemble and deliver any of
the Personal Property to Beneficiary at a reasonable convenient place designated
by Beneficiary. No delay on the part of Beneficiary in the exercise of any right
or remedy shall constitute a waiver thereof and any exercise, or partial
exercise, by Beneficiary of any right or remedy under this Paragraph 18 shall
not preclude the exercise of any other right or remedy of Beneficiary under this
Paragraph 18, this Deed of Trust or at law or in equity or the further exercise
of the same remedy. This Paragraph 18 shall not be construed to derogate or
impair the lien or provisions of any other provision of the Deed of Trust with
respect to any property described in the Deed of Trust that is real property or
which the parties have agreed to treat as real property. Beneficiary's rights,
power and remedies as to the Personal Property shall be exercisable as to any
part or all of the Personal Property as Beneficiary may elect.

         (c) Trustor hereby assumes, and releases Beneficiary from, all risk of
loss, destruction or damage to all or any part of the Personal Property by
reason of any casualty or cause whatsoever except as caused by the intentional
misconduct of Beneficiary, and Trustor shall indemnify and hold Beneficiary
harmless from and against all liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including, reasonable
attorneys' fees and costs) imposed upon or incurred by or asserted against
Beneficiary by reason of (i) any failure by Trustor to perform or comply with
the terms of this Deed of Trust or (ii) the exercise by Beneficiary of any
rights or remedies provided hereunder or at law or in equity, except as caused
by Beneficiary's intentional misconduct.

         (d) Upon transfer by Beneficiary of any part of the obligations secured
hereby, Beneficiary shall be fully discharged from all liability with respect to
the Personal Property transferred therewith.

         (e) The grant of a security interest in proceeds, replacements,
substitutions or the like does not imply any right of Trustor to sell or dispose
of any Personal Property described herein without the express written consent by
Beneficiary.

         (19) Beneficiary, acting alone, may from time to time, by instrument in
writing, substitute a successor or successors to any Trustee named herein or
acting hereunder, which instrument, executed and acknowledged by each and
recorded in the office of the recorder of the county or counties where said
property is situated, shall be conclusive proof of proper substitution of such
successor Trustee or Trustees, who shall, without conveying from the Trustee
predecessor, succeed to all its title, estate, rights, powers and duties. Said
instrument must contain the name of the original Trustor, Trustee and
Beneficiary hereunder, the book and page or document number where this Deed of
Trust is recorded, and the name and address of the new Trustee. If notice of
default shall have been recorded, this power of substitution cannot be exercised
until after the costs, fees and expenses of the then acting Trustee shall have
been paid to such Trustee, who shall endorse receipt thereof upon such
instrument of substitution.

         (20) That any Trustor who is a married person hereby expressly agrees
that recourse may be had against his or her separate property, but without
hereby creating any lien or charge thereon, for any deficiency after sale of the
property hereunder.

         (21) If requested, that Trustor shall furnish at least annually, within
ninety (90) days after the end of its fiscal year, or more frequently if
requested by Beneficiary, a full and complete financial statement concerning
income, expenses, assets and liabilities of Trustor, and/or applicable or
attributable to the Trust Estate encumbered hereby and the operations thereof,
and such other information as Beneficiary may request. Such statement shall be
prepared in accordance with generally accepted accounting principles and shall
be certified as true, complete and correct by Trustor. Trustor shall keep true
and correct records upon which annual statements are

                                       11

<PAGE>

based for not less than three (3) years after delivery of the required annual
statement. Beneficiary shall have the right, at its cost and at any time and
from time to time after giving prior written notice to Trustor, to do or cause
to be done any of the following: to audit the records; to cause an audit of the
records to be made; to make abstracts from the records; to make copies of any or
all of the records; to examine any or all leases and rental agreements (if such
leases and rental agreements exist); and to make copies of any or all leases and
rental agreements (to the extent such leases and rental agreements exist).
Trustor shall make all records specified in the notice available at the time
specified in the notice and at the place where the records are customarily kept,
or at Beneficiary's option at Beneficiary's office. Upon any default under the
note described above, this Deed of Trust or other Loan Documents, Beneficiary
may perform any of the acts authorized by this paragraph at the sole cost of
Trustor. Trustor shall promptly reimburse Beneficiary for its costs and such
costs shall be secured by this Deed of Trust.

         (22) That the pleading of any statute of limitations as a defense to
any and all obligations secured by this Deed of Trust is hereby waived to the
full extent permissible by law.

         (23) That this Deed of Trust applies to, inures to the benefit of, and
binds all parties hereto, their heirs, legatees, devisees, administrators,
executors, successors and assigns. The term Beneficiary shall mean the owner and
holder, including pledgees, of the note secured hereby, whether or not named as
Beneficiary herein. In this Deed of Trust, whenever the context so requires, the
masculine gender includes the feminine and neuter, and the singular number
includes the plural. If more than one (1) person executes this Deed of Trust as
Trustor, the obligations of such persons are joint and several.

         (24) Trustor agrees that Beneficiary may provide any financial or other
information, data or material in Beneficiary's possession relating to Trustor,
the Loan, this Deed of Trust, the Property or the Improvements, to Beneficiary's
parent, affiliate, subsidiary, participants or service providers, without
further notice to Trustor.

         (25) That Trustee accepts this Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. Trustee
is not obligated to notify any party hereto of pending sale under any other deed
of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee
shall be a party unless brought by Trustee.

         (26) To pay Beneficiary for each and every beneficiary statement
furnished at Trustor's request the maximum fee allowed by law and if there be no
maximum, then in accordance with Beneficiary's schedule therefor. Such fee shall
be computed as of the time said statement is furnished.

         (27) That should Trustor sell, convey, transfer, dispose of or further
encumber the Trust Estate or any part thereof or any interest therein or enter
into a lease covering all or any portion thereof or an undivided interest
therein, either voluntarily, involuntarily or otherwise, or enter into an
agreement so to do, without the prior written consent of Beneficiary being first
had and obtained, then Beneficiary may, at its option, declare all sums secured
hereby immediately due and payable. Consent to one such transaction shall not be
deemed to be a waiver of the right to require such consent to future or
successive transactions.

         (28) If Trustor is a corporation, trust, limited or general partnership
or a joint venture, or limited liability company, should there occur (A) a sale,
conveyance, transfer, disposition or encumbrance, either voluntary or
involuntary, or should an agreement be entered into to accomplish any thereof,
with respect to (i) more than ten percent (10%) of the issued and outstanding
capital stock of Trustor if Trustor is a corporation or (ii) beneficial interest
of Trustor if Trustor is a trust or (iii) any general partnership or joint
venture interest if Trustor is a limited or general partnership or a joint
venture, (iv) any membership interest if Trustor is a limited liability company,
or (B) a change in any general partner or joint venturer if Trustor is a limited
or general partnership or a joint venture, then Beneficiary may, at its option,
declare all sums secured hereby immediately due and payable unless Beneficiary
shall have given its prior written consent thereto. Consent to one such
transaction shall not be deemed to be a waiver of the right to require such
consent to future or successive transactions.

                                       12

<PAGE>

         (29) That in the event of the passage after the date hereof of any law
deducting from the value of real property, for taxation purposes, any lien
thereon or changing in any way the laws now in force for the taxation of deeds
of trust or debts whether or not secured thereby for federal, state or local
purposes or the manner of the collection of any such taxes so as to affect this
Deed of Trust or the obligations hereby secured, Trustor agrees to pay any
thereof and if Trustor fails to so do or if it would be illegal for Trustor so
to do then, the whole of the principal sum secured by this Deed of Trust,
together with accrued interest thereon shall, at the option of Beneficiary,
without demand or notice, immediately become due and payable.

         (30) To the fullest extent permitted by law, Trustor hereby waives the
provisions of Section 431.70 of the California Code of Civil Procedure and all
amendments thereto.

         (31) That no remedy herein conferred upon, reserved to Trustee or
Beneficiary is intended to be exclusive of any other remedy herein or by law
provided, but each shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute. No delay or omission of Trustee or Beneficiary in the exercising of any
right or power accruing upon any event of default hereunder shall impair such
right or power or any other right or power nor shall the same be construed to be
a waiver of any default or any acquiescence therein; and every power and remedy
given by this Deed of Trust to Trustee or Beneficiary may be exercised from time
to time as often as may be deemed expedient by Trustee or Beneficiary. If there
exists additional security for the obligations secured hereby, Beneficiary, at
its sole option, and without limiting or affecting any of the rights or remedies
hereunder, may exercise any of the rights or remedies to which it may be
entitled hereunder either concurrently with whatever rights it may have in
connection with such other security or in such order and in such manner as
Beneficiary may deem fit without waiving any rights with respect to any other
security. The granting of consent by Beneficiary to any transaction as required
by the terms hereunder shall not be deemed a waiver of the right to secure the
consent of Beneficiary to future or successive transactions.

         (32) That in the event any one or more of the provisions contained in
this Deed of Trust or in the promissory note hereby secured shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Deed
of Trust or said promissory note, but this Deed of Trust and said promissory
note shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein or therein.

         (33) TRUSTOR ACKNOWLEDGE(S) AND AGREE(S) THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT OR THE LENDING RELATIONSHIP ESTABLISHED HEREBY WOULD
BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, TRUSTOR HEREBY
WAIVE(S) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING
ACTIONS SOUNDING IN TORT) TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS DEED OF
TRUST OR ANY OTHER LOAN DOCUMENT OR ARISING FROM THE TRANSACTION CONTEMPLATED
HEREUNDER OR THE LENDING RELATIONSHIP ESTABLISHED HEREBY AND AGREE(S) THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY
A JUDGE AND NOT BY A JURY.

         (34) This Deed of Trust has been executed and delivered in the State of
California and is to be construed and enforced according to and governed by the
laws thereof except that with respect to any portion of the Trust Estate covered
hereby located outside of the State of California, only to the extent required
for Trustee or Beneficiary to enforce or realize upon the rights and remedies
hereunder with respect thereto, the laws of the state in which such property is
located shall be applicable hereto.

                                       13

<PAGE>

         The undersigned Trustor requests that a copy of any notice of default
and of any notice of sale hereunder be mailed to him at his address hereinbefore
set forth. The terms of the Suretyship Rider to Deed of Trust attached hereto as
Exhibit B is hereby incorporated by this reference.

                                  TRUSTOR:



                                  /s/  Monte D. Wood
                                  --------------------------------------------
                                  Monte D. Wood

                                  /s/  Tina Wood
                                  --------------------------------------------
                                  Tina Wood

                                  /s/ James A. Childers
                                  --------------------------------------------
                                  James A. Childers


                                       14

<PAGE>

STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF SANTA CLARA                       )


         On July __, 2000 before me, the undersigned, a Notary Public in and for
said State, personally appeared Monte D. Wood personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

         WITNESS my hand and official seal.


                                                ------------------------------
                                                NOTARY PUBLIC


STATE OF CALIFORNIA             )
                                ) ss.
COUNTY OF SANTA CLARA           )


         On July __, 2000 before me, the undersigned, a Notary Public in and for
said State, personally appeared Tina Wood personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

         WITNESS my hand and official seal.


                                                ------------------------------
                                                NOTARY PUBLIC



STATE OF CALIFORNIA              )
                                 ) ss.
COUNTY OF SANTA CLARA            )


         On July __, 2000 before me, the undersigned, a Notary Public in and for
said State, personally appeared James A. Childers personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

         WITNESS my hand and official seal.


                                                ------------------------------
                                                NOTARY PUBLIC




                                       15

<PAGE>


                                   Exhibit "A"

                            Real Property Description

                                       16

<PAGE>

                                LEGAL DESCRIPTION

The land referred to in this Report is described as follows:

46'

All that certain real property situate in the City of Santa Clara, County of
Santa Clara, State of California, described as follows:

PARCEL ONE:

All of Parcel 5B, as shown upon that certain Map entitled, "PARCEL MAP, BEING A
PORTION OF TRACT N0. 2791 (LOT 17 & 18 & A PORTION OF LOTS 16 & 19), IN THE CITY
OF SANTA CLARA, STATE OF CALIFORNIA", which Map was filed for record in the
Office of the Recorder of the County of Santa Clara, State of California, on
April 30, 1973, in Book 322 of Maps, at Page 16.

EXCEPTING THEREFROM so much thereof described as follows:

BEGINNING at the Northeasterly corner of said Parcel 5B as shown on said Map;
thence along the Easterly boundary of said lands South 00(degree) 49' 02" West,
215 feet; thence leaving said boundary North 10(degree) 46' 28" West, 64.60
feet; thence parallel with the aforesaid Easterly boundary and distant 13.00
feet Westerly therefrom, North 00(degree) 49' 02" East, 151.00 feet to the
Northerly line of said lands; thence along said Northerly line North 87(degree)
38' 54" East, 13.00 feet to the point of beginning.

CONTAINING, 2.375 square feet or 0.055 acre of land, more or less.

PARCEL TWO:

A common driveway easement for ingress and egress and for a common storm
drainage area, appurtenant to Parcel One hereinabove described, over the
Northerly 12 1/2 feet of Parcel 5A, as said Parcel is shown on that certain
Parcel Map recorded in Book 322 of Maps, Page 16, EXCEPTING THEREFROM that
portion granted to Santa Clara Valley Water District by Deed recorded in Book C
186 Official Records Santa Clara County, as provided for in that certain
Agreement by and between the City of Santa Clara, a municipal Corporation and
Sobrato Development Co., #793 and Merle W. Garing, recorded February 20, 1980,
in Book F 148, Page 114 of Official Records Santa Clara County.

APN: 216-33-037
ARB: 216-33-23

<PAGE>

                  SURETYSHIP RIDER TO DEED OF TRUST EXHIBIT "B"

         Rider to that certain Deed of Trust, Security Agreement and Fixture
Filing dated as of July __, 2000 (the "Deed of Trust") executed by MONTE D. WOOD
and TINA WOOD, husband and wife, and JAMES D. CHILDERS, a single man, as
trustors (individually and collectively, jointly and severally "Trustor") and
naming FINANCIAL TITLE COMPANY, as trustee (the "Trustee") and COMERICA
BANK-CALIFORNIA, as beneficiary (the "Beneficiary") on the real property
described in the Deed Of Trust (the "Property"), which description is
incorporated herein by this reference. This rider is incorporated into and shall
be deemed to amend and supplement the Deed of Trust.

                                   WARRANTIES

         Trustor acknowledges that this Deed of Trust secures indebtedness of
WOOD ALLIANCE, S.P. INC. d/b/a WOOD ASSOCIATES (the "Borrower") an entity other
than Trustor. Trustor warrants that: (1) this Deed of Trust is executed at
Borrower's request; (2) this Deed of Trust complies with any agreements between
Trustor and Borrower regarding Trustor's execution hereof; (3) Trustor has not
and will not, without prior written consent of Beneficiary, sell, lease assign,
encumber, hypothecate, transfer or otherwise dispose of the Property or any
interest therein; (4) Beneficiary has made no representation to Trustor as to
the credit worthiness of Borrower; and (5) Trustor has established adequate
means of obtaining from Borrower, on a continuing basis, financial and other
information pertaining to borrower's financial condition. Trustor agrees to keep
adequately informed, from its independent sources, of any facts, events or
circumstances which might in any way affect Trustor's risks hereunder, and
Trustor further agrees that Beneficiary shall have no obligation to disclose, to
Trustor, information or material acquired in the course of Beneficiary's
relationship with Borrower.

                                     WAIVERS

         Trustor waives any right to require Beneficiary to: (1)proceed against
any person, including Borrower or any guarantor; (2) proceed against, or exhaust
any collateral held from, Borrower or any other person; (3) give notice of the
terms, times and place of any public or private sale of personal property
security held from Borrower or comply with any other provision of Section 9504
of the California Uniform Commercial Code; (4) pursue any other remedy in
Beneficiary's power; or (5) make any presentment, demand for performance, or
give any notice of nonperformance, protest, notice of protest or notice of
dishonor in connection with any obligation or evidence of indebtedness held by
Beneficiary as security, in connection with any obligation or evidence of
indebtedness which constitutes in whole or in part the obligation secured by
this Deed of Trust, or in connection with the creation of new or additional
obligations.

         Trustor waives any defenses arising by reason of: (1) the incapacity,
lack of authority, death or disability or other defense of Borrower or any other
person including, but not limited to, the insolvency or bankruptcy of Borrower,
or any other person, or any stay in connection with any such bankruptcy
proceedings, or the failure of beneficiary to file or enforce a claim against
the estate (in administration, bankruptcy, or any other proceeding) of Borrower
or any other person; (2) the cessation from any cause whatsoever, other than
payment in full, of the obligations of Borrower or any other person; (3) the
application by Borrower of the proceeds of any obligation secured hereby for
purposes other than the purposes represented by Borrower to Beneficiary or
intended or understood by Beneficiary or Trustor; (4) any act or omission by
Beneficiary which directly or indirectly results in or aids the discharge or
release of Borrower, any other person, any obligation secured hereby, or any
collateral by operation of law or equity or otherwise; or (5) any modification
of any obligation secured hereby, in any form whatsoever including, without
limitation, the renewal, extension, acceleration or other change in time for
payment of such obligations, increase or decrease of the rate of interest
thereon, or other change in the terms of such obligations or any part thereof.

         Trustor waives all rights which Trustor may have, under any requirement
of law or equity, that Beneficiary exhaust any other security for the
obligations secured hereby before proceeding under this Deed of Trust.

                                       1

<PAGE>

         Trustor hereby waives any defense arising by reason of any claim or
defense based upon an election of remedies by Beneficiary or other related
defenses, which, in any manner, impairs, affects, reduces, releases, destroys
and/or extinguishes Trustor's subrogation rights, rights to proceed against
Borrower for reimbursement, and/or other rights of Trustor to proceed against
Borrower, against any other guarantor, or against any other person or security
including, but not limited to, any defense based upon an election of remedies by
Beneficiary under all the provisions of California Code of Civil Procedure. As
an illustration, without limiting the foregoing, Trustor waives and relinquishes
all rights, remedies, and defenses that Trustor may have: (1) under any law
which may limit the amount of a deficiency judgment based on any obligation
secured hereby; (2) under any bar to deficiency judgments; (3) any requirement
of law that Beneficiary exhaust this or any other security for the obligations
secured hereby before proceeding against Trustor; (4) under any law which may
prohibit Beneficiary from enforcing its rights and remedies against Trustor by
both a private trustee's sale and an action in court; (5) under any law which
requires that a court action to enforce Beneficiary's rights be an action to
foreclose this Deed of Trust; and (6) by reason of an election of remedies by
Beneficiary, including but not limited to the exercise of nonjudicial or
judicial remedies against Borrower or any guarantor, Borrower's or any
guarantor's real and/or personal property, or any other security for the
obligations secured hereby or for any guaranty therefor in whatever order or
manner Beneficiary may determine, which may, in any manner, impair, affect,
reduce, release, destroy, and/or extinguish Trustor's subrogation rights, rights
to proceed against Borrower for reimbursement, and/or other rights of Trustor to
proceed against Borrower, any guarantor, or against any other person or security
including, without limitation, any loss of rights that Trustor may suffer in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging indebtedness of or remedies against Borrower or any other person.
Trustor agrees that if all or a portion, of the obligations secured hereby (or
any guaranty thereof) are at any time secured by any other deed of trust or
other interest in real property, Beneficiary, in its sole discretion and without
notice or demand and without affecting the security of this Deed of Trust, may
exercise all the rights and remedies against Borrower or any guarantor,
Borrower's or any guarantor's real and personal property, and any other security
for the obligations secured hereby or for any guaranty therefor in whatever
order or manner Beneficiary may determine, including without limitation,
nonjudicial foreclosure of any real property security. Without limiting the
generality of the foregoing or any other provisions hereof, Trustor hereby
expressly waives any and all benefits that might otherwise be available to
Trustor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849,
2850, 2899 and 3433 (as such sections may be amended or recodified from time to
time), and California Code of Civil Procedure Sections 580a, 580b, 580d and 726
(as such sections may be amended or recodified from time to time). Trustor
hereby acknowledges and understands that Beneficiary may obtain a judgment
against Trust of the entire Obligation or any deficiency balance thereof upon
foreclosure of the real or personal property without regard to the fair market
value of the property, the method of foreclosure or the fact that the Obligation
arises from a purchase money transaction.

         Trustor waives and releases any and all rights of subrogation,
reimbursement, indemnity or contribution which it may now or hereafter have
against: (1) Borrower, any guarantor or any person who now or hereafter has
direct or contingent liability (whether by contract, at law or in equity) for
all or any portion of the obligations secured hereby; or (2) against any
property which now or hereafter serves as collateral security for the
obligations secured hereby. If and to the extent such waiver and release is
unenforceable, Trustor hereby agrees that all such rights of subrogation,
reimbursement, indemnity and contribution shall be junior and subordinate to the
right of Beneficiary to obtain payment and performance of the obligations
secured hereby and to all rights of Beneficiary in and to any property which now
or hereafter serves as collateral security for such obligations.

                 WAIVER OF AUTHENTICATION OF VALIDITY OF ACTS OF
                        CORPORATION, PARTNERSHIP OR TRUST

         It is not necessary for Beneficiary to inquire into the power of
Trustor or the officers, directors, partners or agents acting or purporting to
act on behalf of Trustor, and all obligations made, created or accepted in
reliance upon the professed exercise of such power shall be secured hereby.

                                       2