exv10w2






EXHIBIT 10.2




RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:




Croudace & Dietrich LLP

4750 Von Karman

Newport Beach, California 92660

Attention: Debra M. Dietrich, Esq.




 




(space above line for recorder’s use)




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 (this
“Assignment”) is made as of January 9, 2009, by, AWARE DEVELOPMENT COMPANY, INC., a California
corporation (“Aware”), in favor of SPT REAL ESTATE FINANCE, LLC, a Delaware limited liability
company (“Lender”), with respect to the following recitals:



R E C I T A L S




     A. Concurrently herewith, Aware has entered into a Note Purchase Agreement (the “Note Purchase
Agreement”) with Vineyard Bank, N.A., a national banking association (“Bank”), described on Exhibit
“B”, a copy of which has been delivered to Lender. Pursuant to the Note Purchase Agreement, Aware
has agreed to purchase from Bank the loan made by Bank to Springbrook Investments, L.P., a
California limited partnership agreement (“Borrower”), in the original principal amount of
$5,187,000 (as heretofore modified, the “Vineyard Loan”), which is evidenced by a promissory note,
and all of Bank’s right, title and interest in and to the Loan, including all rights arising under
the documents set forth on Exhibit A to the Agreement. All capitalized terms not otherwise defined
herein shall have the meanings given them in the Agreement.



     B. Aware has requested that Lender fund Aware’s purchase of the Loan. Lender is willing to do
so upon certain terms and conditions. In furtherance thereof, concurrently herewith Aware will
execute a Promissory Note (the “Aware Note”), evidencing funds advanced by Lender to fund Aware’s
purchase of the Loan at a discount, and this Assignment which shall secure the Note, and will
secure the repayment of the Note by a pledge of the assets purchased pursuant to the Note Purchase
Agreement, including without limitation the loan documents listed on Exhibit “C” attached hereto
(“Aware Loan Documents”).



Page 1 









 





A G R E E M E N T




     NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:



ARTICLE 1.

DEFINITIONS




     1.1 As used herein, the term “Collateral” shall mean, collectively, all of the following



          1.1.1 the Vineyard Loan Documents;



          1.1.2 all right, title and interest of the holder of the Vineyard Loan Documents in or to any
and all security therefor and/or guaranties thereof, including, without limitation, any and all
right, title and interest of the holder of the Vineyard Deed of Trust in or to the Real Property;



          1.1.3 all payments due and to become due under the Vineyard Loan Documents, all collections
thereon and all other amounts paid thereunder including without limitation all prepayments under
the Vineyard Loan Documents, and all other cash and non-cash proceeds of the Vineyard Loan
Documents or of any other collateral;



          1.1.4 all rights and privileges obtained by Aware in connection with the Vineyard Loan
Documents, together with the Real Property and all other property described in the Vineyard Deed of
Trust, and all the powers, options, privileges and immunities contained in the Vineyard Loan
Documents; and



          1.1.5 any and all renewals and extensions of any of the foregoing and any and all replacements
or substitutions for any of the foregoing.



     1.2 As used herein, the term “Event of Default” shall mean a default under any of the Aware
Loan Documents, including without limitation (a) any failure to pay any amount when due, without
notice or demand, (b) any of Aware’s representations or warranties are found to have been untrue
when made or become untrue, and (c) any failure to comply with any nonmonetary obligations of this
Assignment, including without limitation Section 6.1 below. There shall be no grace or cure period
with respect to any Event of Default.



     1.3 As used herein, the term “Vineyard Note” shall mean, the Promissory Note evidencing the
Vineyard Loan.



     1.4 As used herein, the term “Vineyard Deed of Trust” shall mean the deed of trust securing
the Vineyard Loan.



     1.5 As used herein, the term “Vineyard Loan Documents” shall mean the loan documents listed on
Schedule 2 attached hereto.



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     1.6 As used herein, the term “Real Property” shall mean, the real property secured by the
Vineyard Deed of Trust, which Real Property is further described on Exhibit “A”.



ARTICLE 2.

PLEDGE AND ASSIGNMENT




     2.1 Collateral. As security for the full and prompt payment and performance of any
and all obligations of Aware under the Aware Note, and for the full and prompt payment and
performance of any and all amendments, modifications, renewals and/or extensions of any of the
foregoing, Aware hereby transfers, assigns, pledges, conveys to, grants a security interest in,
and deposits with, Lender the Collateral and all right, title, equity and interest of Aware in and
to the Collateral. As such, notwithstanding anything to the contrary herein, upon an Event of
Default which relates to the Aware Note, Lender may exercise its remedies hereunder, and under the
California Commercial Code, at law and in equity.



     2.2 Terms of Assignment. It is acknowledged and agreed by the parties hereto that
Lender shall have sole and exclusive possession of the Collateral and that this Assignment
constitutes a present and current assignment of the Collateral and is effective upon the execution
and delivery hereof. Payments under or with respect to the Collateral shall be made as follows:



          2.2.1 All payments made under the Vineyard Note shall be directly delivered to Lender or
immediately tendered to Lender by Aware.



          2.2.2 Aware shall not dispose of, transfer or assign an interest in the Vineyard Loan, prior
to full repayment of the Aware Note.



          2.2.3 Aware hereby irrevocably designates and appoints Lender as its true and lawful
attorney-in-fact, which appointment is coupled with an interest. In such capacity, Lender may,
either in its name or otherwise, take any or all actions that Aware could otherwise take with
respect to the Collateral and the Vineyard Loan Documents; it being specifically understood and
agreed, however, that Lender shall not be obligated in any manner whatsoever to exercise any such
power or authority or be in any way responsible for the collection of or realizing upon the
Collateral, or any portion thereof. The foregoing appointment is irrevocable and shall continue,
and any such rights, powers and privileges shall be exclusive in Lender, until the Aware Note is
paid in full.



ARTICLE 3. — INTENTIONALLY OMITTED




ARTICLE 4.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF AWARE




     Aware hereby warrants and represents to, and covenants and agrees with, Lender, as of the date
hereof and at all times that this Assignment remains in effect, as follows:



     4.1 Delivery of Collateral. The original of the Vineyard Note, endorsed by Aware, and
the originals of the Vineyard Deed of Trust and the other Vineyard Loan Documents, shall
be delivered to Lender immediately upon closing of the purchase of the Vineyard Loan by Aware.



Page 3 









 





     4.2 Enforceability of this Assignment. This Assignment constitutes the legal, valid
and binding obligation of Aware enforceable in accordance with its terms.



     4.3 Right to Execute this Assignment. There are no restrictions on the transfer of
the Collateral, and Aware has full right, power and authority to enter into, deliver and execute
this Assignment. The execution and delivery of this Assignment, and the consummation of the
transactions contemplated herein, and the fulfillment of, and the compliance with, the terms and
conditions of this Assignment do not and will not (i) violate or conflict with any of the terms or
provisions of the Collateral, (ii) violate any provision of any judicial or administrative order,
award, judgment or decree applicable to Aware; or (iii) conflict with, result in a breach of or a
right to cancel, or constitute a default under, any agreement or instrument to which Aware is a
party or by which Aware is bound.



     4.4 Pending Litigation; Bankruptcy; Violations of Law. There are no actions, suits or
proceedings pending, or to the knowledge of Aware, threatened against or affecting Aware which
would materially impair the ability of Aware to perform hereunder. Aware is not currently and
shall not become insolvent, no petition in bankruptcy, either voluntary or involuntary has been
filed or will be filed with respect to Aware and no proceeding has been or will be instituted under
any bankruptcy or insolvency laws relating to the relief of debtors. Aware has no knowledge of any
violation by Aware of any federal or state law or county or municipal ordinance.



     4.5 Advised by Counsel. Aware has received and reviewed and had the opportunity to
have counsel review the Vineyard Loan Documents, the Aware Note and this Assignment.



     4.6 Good Title. All warranties received by Aware in connection with the Vineyard
Loan, shall inure to the benefit of Lender if Lender becomes the owner of the Vineyard Loan.



     4.7 No Future Encumbrance or Transfer. Aware shall not encumber, pledge, anticipate,
borrow against, or create any right of offset against the Collateral, and shall not transfer,
assign, sell or convey all or any portion of the Collateral while the Aware Loan is outstanding.



     4.8 Consents. Any and all consents required to be obtained in connection with the
execution, delivery and performance of this Assignment, have been obtained.



     4.9 Perfection of Security Interest. Aware shall, at the request of Lender, execute,
acknowledge, and deliver all such further assignments, security agreements, financing statements,
endorsements, and assurances as Lender may from time to time require for the better assuring,
assigning and confirming to Lender its rights hereunder.



     4.10 Collateral; Compliance and Defense. Aware shall comply with all obligations of
Aware under the Vineyard Loan Documents. Aware, at its sole cost and expense, shall defend any
claims against the Collateral or any action that might affect the Collateral or any interest
therein.



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ARTICLE 5.

ACTION BY LENDER




     5.1 Action by Lender. From and after the occurrence of an Event of Default, and
whether or not Lender is the absolute owner of the Collateral:



          5.1.1 Lender may take such action as Lender may deem necessary in its sole and absolute
discretion to protect the Collateral or its security interest therein.



          5.1.2 Lender may, in its sole and absolute discretion, make advances to protect the Collateral
and its security therein, and any such advances made by Lender shall be deemed advances under the
Aware Loan Documents, increasing the Aware Loan indebtedness.



          5.1.3 Lender may foreclose on the collateral in accordance with applicable law, and exercise
any and other rights and remedies under applicable law.



     5.2 Assignment. Lender may at any time transfer and assign any of Lender’s interests
in the Collateral or any portion thereof and this Assignment.



ARTICLE 6.

ENFORCEMENT OF VINEYARD LOAN DOCUMENTS




     6.1 Agreements Regarding Vineyard Loan Documents. In consideration of the Loan, Aware
hereby agrees as follows with respect to the Vineyard Loan Documents:



          6.1.1 Forbearance. Aware will forbear from exercising its rights and remedies under
the Vineyard Loan Documents, including without limitation foreclosure, from the date hereof through
and including July 9, 2009 (the “Forbearance Period”), in order to allow Borrower time to attempt
to refinance the Vineyard Loan. Interest and all other payments under the Vineyard Loan Documents
will accrue during the Forbearance Period and be added to principal.



          6.1.2 Discounted Payoff. At any time during the Forbearance Period, Aware shall
accept, as payment in full under the Vineyard Note, the sum of One Million Eight Hundred Ninety-Six
Thousand Dollars ($1,896,000.00) plus all accrued interest then due
under the Aware Note, of
which amount Borrower shall cause to be paid One Million Eight Hundred Eighty-Six Thousand Dollars
($1,886,000.00) directly to Lender, and Ten Thousand Dollars
($10,000.00) to Aware and all other amounts directly to Lender. Immediately
upon receipt of such payment, (a) Lender shall deliver the original Vineyard Note to Borrower
marked “cancelled”, (b) Aware shall promptly cause the Vineyard Deed of Trust to be reconveyed, (c)
Lender shall deliver the original Aware Note to Aware marked “cancelled” and promptly cause the
Aware Deed of Trust to be reconveyed, and (d) this Assignment shall be automatically terminated.



          6.1.3 Release of Guaranties. Concurrently herewith, the Commercial Guaranties
executed by William A. Shopoff, an individual, and William A. Shopoff and Cindy I. Shopoff as
Trustees of the Shopoff Revocable Trust (collectively, “Guarantors”), in connection with the
Vineyard Loan, are concurrently herewith deemed released, and Aware waives any and all right to
recover under the same. Aware will deliver the same, to Guarantors, marked canceled, upon receipt
thereof from Vineyard.



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          6.1.4 Event of Default by Aware. Aware acknowledges and agrees that during the
continuance of an Event of Default, Lender shall have the right, but not the obligation, to
exercise and enforce, in its name or otherwise, any or all rights and remedies of Aware under the
Vineyard Loan Documents to the exclusion of Aware, including, without limitation, the right to
inspect the Real Property securing the same, to receive information and documents, to declare due
the indebtedness secured by the Vineyard Deed of Trust (subject to the forbearance described above)
as and when provided under the Vineyard Loan Documents, to grant or withhold approvals, and to
exercise discretion with respect to any matter as and when provided under the Vineyard Loan
Documents. Aware shall not exercise or attempt to exercise any such right or remedy except at the
written request of Lender (which request may be denied in Lender’s sole and absolute discretion)
and only in strict accordance with the instructions of Lender. Lender may, at its option, enforce
or conduct any action for foreclosure under the Vineyard Loan Documents in its name or otherwise,
or require Aware to assign its interests in the Vineyard Loan Documents to any other person, and
Aware specifically consents to any foreclosure (without limitation, non judicial foreclosure) under
any or all of the Vineyard Loan Documents or any other action taken by Lender (or its nominee)
during an Event of Default, even though such action may release Borrower or any other obligor under
the Collateral from personal liability with respect to any of the Vineyard Loan Documents. Upon
the exercise by Lender of any such remedies, any amount bid by Lender at any sale of the Collateral
for the Vineyard Note may, at the option of Lender, be deemed to be a credit bid by Lender of the
indebtedness evidenced by the Vineyard Loan; Lender shall be entitled to setoff the amount of any
such bid against any such indebtedness, all at the election of Lender, in its sole and absolute
discretion; and any or all proceeds of the Vineyard Loan may be applied against the indebtedness
evidenced by Aware Note such order as Lender shall elect in its sole and absolute discretion, and
Lender shall hold any property obtained by Lender at any such sale free and clear of any interest
or claims of Aware, regardless of whether Lender shall have exercised any remedy under this
Assignment with respect to any of the Vineyard Loan Documents, or shall have sold any of the
Vineyard Loan Documents or obtained absolute title thereto pursuant to its rights and remedies
under the California Commercial Code or otherwise. Aware hereby agrees to pay to Lender
immediately upon demand, all costs and expenses, including, without limitation, reasonable
attorney’s fees, incurred by Lender in connection with the enforcement or foreclosure of any of the
Vineyard Loan Documents, with interest from the date of expenditure at the rate specified in the
Aware Note, to the extent permitted by applicable laws and to the extent not included in such
credit bid. In the event of the exercise by Lender of the right of foreclosure or power of sale
under the Vineyard Deed of Trust in the name of Aware, and the purchase of the Real Property at
such foreclosure sale in the name of Aware, Aware, if requested by Lender, shall execute,
acknowledge, and deliver to or for the benefit of Lender all such deeds of trust, mortgages,
assignments, security agreements, financing statements, endorsements and assurances as Lender may
from time to time require, all in form and substance as shall be acceptable to Lender in its sole
and absolute discretion, for the assuring, conveying, assigning and confirming to or for the
benefit of Lender of the Real Property as additional security for the Aware Note, and upon any
failure by Aware to do so, Lender may make, execute, record, file, re-record and/or re-file,
acknowledge and deliver any and all such deeds of trust, assignments, security agreements,
financing statements, endorsements and assurances for and in the name of Aware, and Aware hereby
irrevocably appoints Lender as its agent and attorney-in-fact to do so. The foregoing appointment
of the Lender as Aware’s attorney-in-fact is coupled with an interest and cannot be revoked by
insolvency, reorganization, merger, consolidation or otherwise.



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ARTICLE 7.

EVENTS OF DEFAULT  — REMEDIES




     7.1 Remedies. Upon the occurrence of an Event of Default, Lender shall have, in
addition to all other rights and remedies that Lender may have under this Assignment, at law, in
equity or otherwise, the following rights and remedies, and Lender may exercise the same without
further notice to Aware:



          7.1.1 Lender shall have the right immediately to exercise all of its rights and remedies
provided under the Aware Loan Documents.



          7.1.2 Lender shall have the right to notify Borrower and all other obligors on the Collateral
that all payments thereon are to be made directly and exclusively to Lender to collect and to
continue to collect all payments on the Collateral; to renew, extend, modify, amend, accelerate,
accept partial payments on, make allowances and adjustments and issue credits with respect to,
release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to
Lender, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or
security therefor; to enter into any other agreement relating to or affecting the Collateral; to
give all consents, waivers and ratifications in respect of the Collateral and exercise all other
rights, powers and remedies and otherwise act with respect thereto as if it were the owner thereof;
and to enforce payments and prosecute any action or proceeding with respect to any and all of the
Collateral and take or bring, in its name or otherwise, all steps, actions, suits or proceedings
deemed by Lender necessary or desirable to affect collection of or to realize upon the Collateral.



          7.1.3 Lender shall have all of the rights and remedies of a secured party under the California
Commercial Code as in effect at that time, including, without limitation, the right to take
possession of the Collateral, and to sell or otherwise dispose of the same.



          7.1.4 Lender shall have the right to foreclose the liens and security interests created under
this Assignment or under any other agreement relating to the Collateral by any available judicial
procedure or without judicial process; and to sell, assign, lease or otherwise dispose of the
Collateral or any part thereof, either at public or private sale, in lots or in bulk, for cash, on
credit or for future delivery, or otherwise, with or without representations or warranties, and
upon such terms as shall be acceptable to Lender in its sole and absolute discretion.



     7.2 Sale of Collateral. In the event, upon the occurrence of an Event of Default,
Lender shall determine to sell its interest in the Collateral or any portion thereof, any such sale
shall be held at such time or times and at such place or places as Lender may determine in the
exercise of its sole and absolute discretion. Lender may bid (which bid may be, in whole or in
part, in the form of cancellation of the Obligations) for and purchase for the account of Lender or
any nominee of Lender the whole or any part of the Collateral. Lender shall not be obligated to
make any sale of the Collateral if it shall determine not to do so regardless of the fact that
notice of sale of the Collateral may have been given. Lender may, without notice or publication,
adjourn any public sale from time to time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and place to which the same was so
adjourned. Any requirement of sending reasonable notice to Aware shall be met if such notice is
given to Aware pursuant to this Assignment at least five (5) days before such



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disposition. Upon consummation of any sale of the Collateral, Lender shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each
such purchaser at any such sale shall hold the Collateral absolutely free from claim or right on
the part of Aware, and Aware hereby waives, to the extent permitted by law, all rights of
redemption, stay and appraisal which it now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted.



     7.3 Application of Net Proceeds. The net cash proceeds resulting from the collection,
liquidation, sale, lease or other disposition of the Collateral shall be applied to the payment and
satisfaction of the obligations of Aware in such order as Lender, in its sole and absolute
discretion, may elect.



     7.4 No Limitation of Remedies. No remedy conferred upon or reserved to Lender herein
or in any other Aware Loan Document, is intended to be exclusive of any other remedy conferred upon
or reserved to Lender under such instruments, at law, in equity or otherwise. Each such remedy
shall be cumulative and concurrent and shall be in addition to each and every other remedy now or
hereafter existing under such instruments, at law, in equity or otherwise.



ARTICLE 8.

GENERAL CONDITIONS.




     8.1 Further Assurances. Aware agrees to do such further acts and things, and to
execute and deliver such additional conveyances and instruments as Lender may at any time request
in connection with the administration or enforcement of this Assignment or related to the
Collateral or any part thereof or in order to better assure and confirm unto Lender its rights,
powers and remedies hereunder.



     8.2 Expenses and Costs of Lender. Aware agrees to pay to Lender all advances,
charges, costs and expenses, including, without limitation, reasonable attorney’s fees, incurred or
paid by Lender in exercising any right, power or remedy conferred upon Lender by this Assignment,
or in the enforcement thereof. This provision shall survive termination of the Agreement.



     8.3 Release of Collateral and Termination. Upon Aware’s payment and satisfaction in
full of the Aware Note, and Aware’s delivery of a written request for release, Lender shall execute
and deliver to Aware such documents as may be necessary to release the liens and interests on the
Collateral and return the original Vineyard Loan Documents to Aware. In addition, concurrently
with the payment and satisfaction in full of Borrower’s obligations under the Vineyard Loan
Documents in accordance with the terms and conditions of the Vineyard Loan Documents, Lender shall,
return the original Vineyard Loan Documents to Aware.



     8.4 Entire Agreement. This Assignment contains the entire agreement between Aware and
Lender relating to the Collateral and any and all prior written agreements and any and all prior
and contemporaneous oral agreements relative hereto and thereto which are not contained herein or
therein are terminated.



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     8.5 No Agency. Nothing contained in this Assignment or any of the other Aware Loan
Documents shall be construed to create an agency, partnership or joint venture between Aware and
Lender.



     8.6 Terminology. All personal pronouns used herein whether used in the masculine,
feminine or neuter gender, shall include all other genders; the singular shall include the plural,
and vice versa.



     8.7 Time of Essence. Time is of the essence with respect to all provisions of this
Assignment.



     8.8 Waiver of Certain Defenses. No action for the enforcement of any lien or security
interest granted hereby or of any provision hereof shall be subject to any defense which would not
be good and available to the party interposing the same in an action at law in connection with the
Aware Loan Documents.



     8.9 Notices. Any notices required or permitted to be given hereunder shall be given
in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return
receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next
day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or
at such other address as either party may hereafter notify the other in writing as aforementioned:



	 	 	 	 	 	 	 
	To Lender:	 	SPT Real Estate Finance, LLC  
	 	 	8951 Research Drive
	 	 	Irvine, California 92618
	 	 	Attn: William A. Shopoff
	 	 	Fax No.: (949) 417-1399
	 
	 	 	 	 	 	 
	with a copy to:	 	Croudace & Dietrich
	 	 	4750 Von Karman
	 	 	Newport Beach, California 92660
	 	 	Attn: Debra M. Dietrich, Esq.
	 	 	Fax No.: (949) 794-9909
	 
	 	 	 	 	 	 
	To Aware:

	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	Fax No.: (949)
	 	 	 	 
	 

	 	 	 	 	 	 




Service of any such notice or demand so made shall be deemed effective on the day of actual
delivery as evidenced by confirmed answerback if by facsimile, as shown by the addressee’s return
receipt if by certified mail, as confirmed by the courier service if by courier or the expiration
of three (3) Business Days after the date mailed, except that service of any notice of default or
notice of sale provided or required by law shall, if mailed, be deemed effective on the date of
mailing.




     8.10 Headings; Successors and Assigns; Severability The headings in this Assignment
are for convenience of reference only and shall not limit or otherwise affect the



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meaning hereof. Any transfer or encumbrance of the Collateral or any of Aware’s and/or
Borrower’s interest therein or in the Real Property shall be subject to the terms and conditions of
this Assignment and the terms and conditions of this Assignment shall inure to the benefit of and
be enforceable by Lender, and its successors and assigns. A determination that any provision of
this Assignment is unenforceable or invalid shall not affect the enforceability or validity of any
other provision, and any determination that the application of any provision of this Assignment to
any person or circumstance is illegal or unenforceable shall not affect the enforceability or
validity of such provision as it may apply to any other persons or circumstances.



     8.11 Waiver; Discontinuance of Proceedings. Lender may waive any single Event of
Default by Aware hereunder without waiving any other prior or subsequent Event of Default by Aware
hereunder. Lender may remedy any Event of Default by Aware hereunder without waiving such remedied
Event of Default. Neither the failure by Lender to exercise, nor any delay by Lender in
exercising, any right, power or remedy upon an Event of Default by Aware hereunder shall be
construed as a waiver of such Event of Default or as a waiver of the right to exercise any such
right, power or remedy at a later date. No single or partial exercise by Lender of any right,
power or remedy hereunder shall exhaust the same or shall preclude any other or further exercise
thereof, and every such right, power or remedy hereunder may be exercised at any time and from time
to time. All waivers must be in writing, and shall only to the extent of the express waiver.



     8.12 Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be effective only upon delivery and thereafter shall be deemed an original, and
all of which shall be taken to be one and the same instrument, for the same effect as if all
parties hereto had signed the same signature page.



     8.13 Modifications. This Assignment may not be amended, revised, waived, discharged,
released or terminated orally but only by a written instrument or instruments executed by the party
against which enforcement of the amendment, revision, waiver, discharge, release or termination is
asserted.



     8.14 Reinstatement of Obligations and Security. Notwithstanding anything in this
Assignment (or in any document relating hereto or otherwise) to the contrary, in the event that
this Assignment has become ineffective for any reason (such as bankruptcy of Borrower), as a result
of the acquisition of the Real Property pursuant to a deed in lieu of foreclosure of the Vineyard
Deed of Trust or that this Assignment for any reason is or is alleged to be terminated or otherwise
ineffective, and in the further event that title to the Real Property is thereafter returned to or
restored in Borrower (or any estate of Borrower, or in any creditors, successors or assigns of
Borrower) as a result or in connection with any voluntary or involuntary bankruptcy or
reorganization proceeding filed by or against Borrower under any state or federal bankruptcy or
insolvency law or proceeding or as a result of or in connection with any other state or federal law
or proceeding having such effect, and the validity or effectiveness of the other Security
Instruments are questioned or attacked in an action or proceeding, or in the event that the other
Security Instruments are voided or set aside, then, in such events, this Assignment and the lien
and security interest of Lender in the Vineyard Loan Documents shall automatically, and without
further action by Aware or Borrower, be deemed to be reinstated and in full force and effect, to
the same extent and with the same priority as if Aware had not accepted a deed(s) to the Real
Property from Borrower and as if no other event, occurrence or condition had occurred which
may have terminated or rendered ineffective this Assignment, and Aware agrees to take any and
all such actions as may be necessary to cause such reinstatement to occur.



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     8.15 Governing Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to conflict of laws principles.



     8.16 No Third-Party Beneficiaries. No person, other than the parties hereto, is
intended to be benefited hereby, and no such person shall have any cause of action or right by
virtue hereof; provided, however, that William A. Shopoff, an individual, and William A. Shopoff
and Cindy I. Shopoff, as Trustees of The Shopoff Revocable Trust dated August 12, 2004 are third
party beneficiaries vis a vis release of the Guaranties, and Borrower is a third party beneficiary
as to the forbearance.



[This Space Intentionally Left Blank; Signatures Begin On The Next Page]




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     IN WITNESS WHEREOF, Aware has caused this Assignment to be duly executed as of the day and
year first above written.



	 	 	 	 	 
	 	“Assignor”:



AWARE DEVELOPMENT COMPANY, INC.,

a California corporation

 	 
	 	By  	/s/
John D. Ford, Jr.	 
	 
	 	 	Attorney-in-Fact
	 	(Print Name and Title) 	 
	 	 	 	 
	 	 ACKNOWLEDGED BY:



“Borrower”:



SPRINGBROOK INVESTMENTS, L.P. a California 

limited partnership
 	 



	 	 	 	 	 
	 	By  	                 Highgrove, Inc., its General Partner
 	 



	 	 	 	 	 
	 	By  	                          /s/ William A. Shopoff
 	 
	 	 	William A. Shopoff, Secretary 	 
	 	 	 
	 	By  	                          /s/ Cindy I. Shopoff
 	 
	 	 	Cindy I. Shopoff, President 	 



	 	 	 	 	 
	 	“Guarantors”:



THE SHOPOFF REVOCABLE TRUST

 	 
	 	By:  	/s/ William A. Shopoff
 	 
	 	 	William A. Shopoff, Trustee 	 
	 	 	 
	 	By:  	                                     /s/ Cindy I. Shopoff
 	 
	 	 	Cindy I. Shopoff, Trustee 	 
	 
	 	 	/s/ William A. Shopoff	 
	 	 	William A. Shopoff, an individual 	 



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EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY





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EXHIBIT “B”




DESCRIPTION OF NOTE PURCHASE AGREEMENT




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EXHIBIT “C”




VINEYARD LOAN DOCUMENTS LIST





	 	1.	 	Promissory Note for Loan No. 0913076970 in the amount of $5,187,000.00 dated March 29,
2006
	 
	 	2.	 	Business Loan Agreement
	 
	 	3.	 	Deed of Trust recorded on March 31, 2006 under document number 2006-0229400 in favor of
Vineyard Bank
	 
	 	4.	 	Commercial Guaranty of The Shopoff Revocable Trust
	 
	 	5.	 	Hazard Insurance Disclosure
	 
	 	6.	 	Agreement to Provide Insurance
	 
	 	7.	 	Trust Certificate
	 
	 	8.	 	Partnership Authorization
	 
	 	9.	 	Modification of Deed of Trust recorded on May 26, 2006 under document number
2006-0386956 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006
	 
	 	10.	 	Modification of Deed of Trust recorded on June 2, 2006 under document number
2006-0405304 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006 and decreased the amount of the original
Promissory Note from $5,187,000.00 to $5,120,000.00
	 
	 	11.	 	Modification of Deed of Trust recorded September 26, 2006 under document number
2006-0709116 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006
	 
	 	12.	 	Modification of Deed of Trust recorded February 15, 2008 under document number
2008-0077706 amended original Deed of Trust by adding additional property as security under
the original Promissory Note dated March 29, 2006.
	 
	 	13.	 	First American Title Policy of Title Insurance effective as of March 31, 2006






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