EXHIBIT 10.39


                                PROMISSORY NOTE


$1,280,180                                              Fremont, California
                                                        December 31, 1997


     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned, ATG Inc., a California corporation
("Payor"), hereby promises to pay Doreen M. Chiu ("Payee"), or order, the
principal sum of One Million Two Hundred Eighty Thousand One Hundred Eighty
Dollars ($1,280,180) with simple interest thereon at a rate of ten percent (10%)
per annum from the date hereof. All payments on this Note shall be made at such
address as the holder of this Note may advise Payor in writing, in lawful money
of the United States of America.

     All accrued interest and the entire principal amount of this Note shall be
payable on the fifteenth day following the date of delivery by Payee to Payor of
written demand therefor. This Note may be prepaid in whole or in part at any
time without penalty.

     Payor hereby waives presentment for payment, protest, notice of protest and
notice of non-payment of this Note. In the event that any suit or proceeding is
instituted by the holder of this Note for collection hereof, the holder of this
Note shall be entitled to repayment by the Payor of all costs and expenses
incurred therewith, including court costs and attorneys' fees, regardless of
whether a lawsuit is instituted. This Note may be extended or renewed by the
holder hereof, at the holder's option, but no such extension or renewal shall be
effective unless made in writing, and Payor acknowledges that it is not entitled
to any extension or renewal and has been given no assurance of any nature with
respect thereto. No failure on the part of the holder of this Note to exercise,
or delay in exercising, any right, remedy or privilege under this Note shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any further exercise of such right, remedy, or privilege. The waiver by
the holder of this Note of any default hereunder shall not be deemed, nor shall
the same constitute, waiver of any subsequent default on the part of Payor of a
same or different nature. This Note shall be governed by the laws of the State
of California.


                                        ATG Inc., a California corporation


                                        By:  /s/ Steven J. Guerrettaz
                                             ------------------------
                                        Name:  Steven J. Guerrettaz
                                        Title:  Chief Financial Officer