EXHIBIT 10.54
                                                                   -------------


November 16, 2001


VIA FACSIMILE
-------------

Mr. Frank Chiu
ATG, Inc.
3400 Arden Road
Hayward, CA 94545


         Re:      ATG, Inc. - Deposit accounts

Dear Frank:

ATG,  Inc.  has  requested  that the  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"),  allow ATG to utilize certain funds in deposit accounts ATG maintains
at United Commercial Bank ("Commercial  Bank"). Such accounts are referred to as
the "Commercial Bank Deposit Accounts."

The Secured  Parties  have a security  interest in the  Commercial  Bank Deposit
Accounts.  As a result of numerous  defaults  by ATG  pursuant to the Credit and
Reimbursement Agreement,  including without limitation,  defaults in payments of
amounts owed to the Secured Parties, the Agent had instructed Commercial Bank to
deliver  the funds on deposit in the  Commercial  Bank  Deposit  Accounts to the
Agent in accordance with the Secured Parties' rights as secured creditors.



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November 16, 2001
Mr. Frank Chiu
Page 2


ATG  advised  the Agent  that ATG had no access to funds to pay its  outstanding
payroll and certain other critical expenses  including,  without  limitation,  a
retainer for bankruptcy  counsel for ATG. ATG further  reported that its failure
to cover  the  outstanding  payroll  checks,  that had been  delivered  to ATG's
employees,  could lead to the immediate loss of employees, the loss security for
ATG's assets and the potential for damage to ATG's assets that also serve as the
collateral of the Secured Parties.

In  addition to its  payroll,  ATG advised  that it had certain  other  critical
expenses  that it needed to pay in order to maintain  ATG for purposes of a sale
or  orderly  liquidation  in order to  maximize  the value of ATG's  operations.
Included in those expenses is the retainer required for ATG to engage bankruptcy
counsel.  Even with the  engagement of bankruptcy  counsel,  ATG advised that it
could not immediately file a bankruptcy case and seek court approval for the use
of cash collateral to pay payroll for several days.  Accordingly,  ATG requested
that the Secured  Parties  allow ATG the  immediate  use of One Million  Dollars
($1,000,000)  (the "Requested  Funds") from the Commercial Bank Deposit Accounts
to  preserve  and  protect  its  operations  and assets  pending the filing of a
bankruptcy case.

The Secured  Parties are willing to permit ATG to utilize the Requested Funds on
the following conditions:

1.   ATG's  access to the  Requested  Funds  shall  occur  after  ATG  instructs
     Commercial Bank to transfer to the Agent all amounts in the Commercial Bank
     Deposit  Accounts in excess of Requested Funds and Agent has confirmed that
     such  wire  has  been  sent to it.  A form  of the  letter  instruction  to
     Commercial  Bank is attached.  Please sign the letter on the line  reserved
     for  ATG's   signature   and  telecopy  it  to  Dave  Minnick  (fax  number
     415-983-1200)  and me (fax number  213-896-7387)  so that the letter can be
     forwarded  to  Commercial   Bank.Concurrently  with  ATG's  access  to  the
     Requested Funds, ATG executes a control agreement  regarding the Commercial
     Bank  Deposit  Accounts.  A form of control  agreement  is attached to this
     letter.  Please sign the control  agreement on the line  reserved for ATG's
     signature  and  telecopy  it to Dave  Minnick  and me so that  the  control
     agreement can be forwarded to Commercial Bank.

2.   Concurrently  with ATG's access to the Requested  Funds,  ATG instructs all
     other financial institutions at which ATG maintains any deposit accounts or
     other cash equivalents,  to wire transfer the funds in such accounts to the
     Agent for deposit into ATG's  deposit  accounts  maintained  with the Agent
     (the "Agent Deposit  Accounts") and ATG closes all such other accounts.  In





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November 16, 2001
Mr. Frank Chiu
Page 3


     addition  ATG agrees not to open any other  deposit  accounts or to deposit
     any other  funds in any form of account or  investment  with any  financial
     institution other than the Agent.

3.   ATG shall direct all future deposits of any collections or other funds owed
     to or received by ATG to be made directly to the Agent's Deposit  Accounts.
     Any amounts that are deposited in the Commercial  Bank Deposit  Accounts or
     any other account located at any institution other than the Agent, shall be
     immediately  transferred  to the Agent for deposit to the  Agent's  Deposit
     Accounts.

By allowing the use of the Requested  Funds, the Secured Parties are not waiving
any  defaults  of ATG.  The  Secured  Parties  reserve  all of their  rights and
remedies  against ATG, which may be exercised at any time without further notice
to ATG.  Without  limiting the foregoing,  any failure of ATG to comply with the
terms and conditions of this letter may result in the Secured Parties exercising
any or all of their rights against ATG.

To avoid  any  misunderstanding,  the  Secured  Parties  have not  agreed to any
further use of their cash  collateral  whether for payroll or any other purpose.
The  Agent  remains  ready  to  negotiate  with  ATG  regarding  the use of cash
collateral in a bankruptcy filing by ATG.

In light of the concerns  that ATG employees may cease working for ATG and leave
ATG without  sufficient  protection  for its assets or  otherwise  impair  ATG's
assets,  the Secured Parties believe that a receiver should be appointed to take
control of ATG's  assets to protect  against  such  situations.  ATG needs to be
under court supervision whether in a bankruptcy or pursuant to a court appointed
receiver.  While the  Secured  Parties  are willing to allow ATG a short time to
prepare  for a  bankruptcy  filing,  such as by  negotiating  a cash  collateral
arrangement  with the Secured  Parties,  ATG's need for paying its next  payroll
puts a limit on how long ATG can delay its filing of a bankruptcy.

The  Secure  Parties  are not  willing  to allow  further  usage  of their  cash
collateral without a court order governing that usage. From the Secured Parties'
view, and in the view of most, if not all,  courts,  cash collateral  usage will
require a budget from ATG for the use of funds going  forward.  Such a budget is
critical  to any  negotiations  with  the  Secured  Parties  for the use of cash
collateral.  The sooner the Agent can review ATG's proposed budget the faster we
can move on cash collateral negotiations.



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November 16, 2001
Mr. Frank Chiu
Page 4


Please confirm ATG's  agreement to the terms under which the Secured Parties are
permitting  use of the  Requested  Funds by  signing a copy of this  letter  and
telecopying it to the Agent at (213) 896-7387



Very truly yours,

/s/ E. Leign Irwin

E. Leign Irwin

cc:      Lender Group
         Thomsen Young
         M. David Minnick

ATG agrees to the terms and conditions for access to the Requested  Funds as set
forth above.

Dated: November 16, 2001                    ATG, Inc.


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