EXHIBIT 10.55
                                                                   -------------




   50 FREMONT STREET SAN FRANCISCO, CA 94105-2228 415.983.1000 F: 415.983.1200
          MAILING ADDRESS: P. O. BOX 7880 SAN FRANCISCO, CA 94120-7880

                                                                M. David Minnick
                                                                    415.983.1351
                                                  dminnick@pillsburywinthrop.com






November 16, 2001


VIA FACSIMILE & FIRST-CLASS MAIL
--------------------------------

Mr. Dennis Lee
United Commercial Bank
711 Van Ness Avenue
San Francisco, CA 94102

         Re:      ATG, Inc. - Security interest in deposit accounts

Dear Mr. Lee:

We are  counsel to United  California  Bank (fka Sanwa Bank  California)  in its
capacity as agent (the "Agent") for certain banks issuing  letters of credit for
the account of ATG Inc.  and for lenders  pursuant  to that  certain  Credit and
Reimbursement   Agreement  dated  as  of  November  1,  1999  (the  "Credit  and
Reimbursement  Agreement") with ATG Inc., as amended, extended and modified from
time to time, (collectively with the Agent, the "Secured Parties").

United Commercial Bank ("Commercial Bank") was notified by letter dated June 18,
2001 that ATG Inc. has granted a security  interest in, among other things,  all
of the deposit accounts of ATG Inc. at Commercial Bank (the "Deposit Accounts"),
to the  Secured  Parties  pursuant  to  that  certain  Security  Agreement  (the
"Security  Agreement")  dated  as of  November  1,  1999.  The  Secured  Parties
understand that there are at least two deposit accounts in the name of ATG INC.,
which are identified as account numbers  63717544 and 63517403 and are expressly
included in the definition of Deposit Accounts.

By our letter dated  November 8, 2001 we notified  Commercial  Bank that certain
Events of Default (as  defined in the Credit and  Reimbursement  Agreement)  had
occurred



<PAGE>


November 16, 2001
Mr. Dennis Lee
Page 2


and were continuing under the Credit and Reimbursement  Agreement. In connection
with such  Events of Default  and  pursuant  to the rights and  remedies  of the
Secured  Parties  under the Credit and  Reimbursement  Agreement,  the  Security
Agreement,  the documents executed in connection  therewith and at law and/or in
equity,  the Agent instructed  Commercial Bank to immediately pay the balance of
any and all funds in the Deposit Accounts  directly to the benefit of the Agent,
on behalf of the Secured Parties.

We have had discussions with counsel for ATG. As a result,  the Agent is willing
to authorize  $1,000,000  to be utilized  from the Deposit  Accounts to pay such
entities as ATG selects  provided  that all amounts that ATG has on deposit with
Commercial Bank in excess of $1,000,000 have been wire  transferred to the Agent
pursuant  to the  following  wire  instructions  and  confirmation  of the  wire
transfer has been provided to the Agent:

United California Bank
Routing # 1220-03516
1977 Saturn Street
Monterey Park, CA 91754
Attn: Frances Medina
Reference: ATG, Inc.
Account #0492-17477

In addition,  if any new funds  should be deposited  for the account of ATG with
Commercial  Bank,  such funds shall be deposited  in a separate  account that is
blocked from any  withdrawals  without the  instructions of ATG and the Agent or
the Agent acting alone.

All of the Deposit Accounts with Commercial Bank,  including without limitation,
any new account established to receive deposits,  shall be and remain subject to
the security interest of the Agent.

To the extent,  if any,  that there is any creditor  with a superior lien to the
Secured  Parties,  the Secured  Parties will take the funds received  subject to
such superior lien.



<PAGE>


November 16, 2001
Mr. Dennis Lee
Page 3



Very truly yours,

/s/ M. David Minnick
----------------------
M. David Minnick

cc:      Ms. E. Leigh Irwin
         Mr. Thomsen Young



ATG, Inc agrees to the above and expressly  authorizes  Commercial  Bank to wire
     transfer  the funds in excess of  $1,000,000  to the Agent  pursuant to the
     instructions set forth above.

ATG, INC.

By /s/ Frank Y. Chiu
   -------------------------------
     Frank Y. Chiu
     Executive Vice President and
     Chief Financial Officer