**Exhibit 10.5**

** **

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement(the “Agreement”), dated as of October 15, 2001, is entered into betweenAmerican Spectrum Realty, Inc., a Maryland corporation (the “Company”), andWilliam J. Carden (“Executive”).

 

**Recitals**

 

A.            The Company is a corporation intended to be qualified andto operate as a real estate investment trust under the Internal Revenue Code of1986, as amended.

 

B.            The Company wishes to employ Executive and Executivewishes to be employed by the Company, on the terms and conditions set forthbelow.

 

THEREFORE, the parties agreeas follows:

 

1.**             Employment Duties.** During the Term (as definedin paragraph 2 below),   the Companywill initially employ Executive as its Chief Executive Officer, President andChairman of the Board.   Executive willdevote substantially all of his business time and attention to the performanceof his duties under this Agreement. Executive shall have the duties, rights and responsibilities normallyassociated with his position with the Company, together with such otherreasonable duties relating to the operation of the business of the Company andits affiliates as may be assigned to him from time to time by the  Board of Directors.  If the Company shall so request, Executiveshall act as an officer and/or director of any of the subsidiaries of theCompany as they may now exist or may be established by the Company in thefuture without any compensation other than that provided for inparagraph 3.

 

2.**             Term.    **The term of Executive’s employmentunder this Agreement (the “Term”) will begin on the date of this Agreement andwill continue, subject to the termination provisions set forth in paragraph 5below, until the third anniversary of the date hereof; provided that thisAgreement will automatically renew for additional one-year periods unlesseither party gives written notice to the other not to extend the Term not lessthan 90 days prior to the then next upcoming expiration date.

 

3.**             Salaryand Bonus.**

 

a.**            **Salary.** **Duringeach year of the Term, Executive will receive a salary at the annual rate of$482,000 (the “Base Salary”).

 

b.             Bonus.  Inaddition to the Base Salary, the Executive shall be entitled to an annualincentive bonus payable within 120 days after the end of each year ended December31 in an amount which shall be determined in the sole discretion of the Boardof Directors taking into account such factors concerning the performance of theCompany and Executive as shall be determined by the Board of Directors.  Per annum, the amount of the incentive bonusshall be determined in the sole discretion of the Board of 

 

 

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Directors and Executive shall notbe entitled to any incentive bonus unless and until such incentive bonus isapproved by the Board of Directors.

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4.**             Fringe Benefits.** In addition to the other compensationpayable pursuant to this Agreement, during the Term:

 

a.**            **StandardBenefits. ** **Executive will be entitled to receive such fringebenefits and perquisites, including medical and life insurance, as aregenerally made available from time to time to senior management employees andExecutives of the Company and to participate in any pension, profit-sharing,stock option or similar plan or program established from time to time by theCompany for the benefit of its senior management employees.

 

b.**            **Vacationand Sick Leave.  Executive will beentitled to such periods of paid vacation (not less than three weeks per year)and sick leave allowance each year that are consistent with the Company’svacation and sick leave policy for senior management.

 

c.**            **BusinessExpenses.  The Company will pay orreimburse Executive for all business-related expenses incurred by Executive inthe course of his performance of duties under this Agreement, subject to theprocedures established by the Company from time to time with respect toincurrence, substantiation, reasonableness and approval.

 

d.**            **StockOptions.  Executive shall beentitled to participate in employee stock plans from time to time establishedfor the benefit of employees of the Company in accordance with the terms andconditions of such plans. Simultaneously with the closing of the consolidation of the Company,Executive shall receive pursuant to and subject to the Company’s Stock  Incentive Plan (the “Plan”), a grant of  25,000 stock options, which options shall be25% exercisable on the date of grant and the balance of which becomeexercisable subject to Executive’s continuing to be employed by the Company onthe applicable dates, in three nearly equal installments on the first, second andthird anniversary of the grant.  Theoptions shall be granted (i) 50% on the closing of the consolidation pursuantto the Company’s Registration Statement on Form S-4 at an option exercise priceof $15.00 per share and (ii) 50% on the six- month anniversary of such Closingat an option exercise price equal to the fair market value on the date ofgrant.  Executive has previouslyreceived a grant of 17,500 shares of restricted stock pursuant to the Planwhich shares shall be subject to repurchase by the Company on termination ofExecutive’s employment for a price of $.01 per share, which repurchase optionshall lapse on each of the first, second, third and fourth anniversaries of thedate of grant.   Notwithstanding theforegoing, stock options granted to Executive shall become exercisable andrepurchase restrictions on stock grants shall lapse in full upon (i) a Changeof Control of the Company (as defined herein) or (ii) Executive’s terminationof employment by Executive with Good Reason or by the Company without Cause,and Executive shall have one (1) year from such termination, or remaining termof the option, if earlier, to exercise such options.

 

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5.**             Termination ofEmployment.**

 

a.**            **Death andDisability.  Executive’s employmentunder this Agreement will terminate immediately upon his death and upon 30days’ prior written notice given by the Company in the event Executive isdetermined to be “permanently disabled” (as defined below).

 

b.**            **For Cause.  The Company may terminate Executive’semployment under this Agreement for “Cause” (as defined below), upon providingExecutive 30 days’ prior written notice of termination, which notice willdescribe in detail the basis of such termination and will become effective onthe 30th day after Executive’s receipt thereof unless Executive (i) cures thealleged violation or other circumstance which was the basis of such terminationwithin such 30-day notice period or (ii) sends, within such 30–day noticeperiod, written notice to the Board disputing in good faith the existence ofCause and requesting arbitration of such dispute pursuant to paragraph 9below.  During the pendency of thearbitration, Executive will continue to receive all compensation and benefitsto which he is entitled hereunder.  Ifthe Company is not successful in obtaining a determination by the arbitratorsthat there was Cause for termination, the Company will pay Executive’sreasonable expenses, including, without limitation, reasonable attorneys’ feesand disbursements, in connection with such dispute resolution and Executive mayelect to terminate his employment and shall receive the payments and benefitsset forth in paragraph 6(b) as if his employment were terminated without Cause.

 

c.**            **For GoodReason.  Executive may terminate hisemployment under this Agreement for “Good Reason” (as defined below) uponproviding the Company 30 days’ prior written notice of termination, whichnotice will detail the basis of such termination and will become effective onthe 30th day after the Company’s receipt thereof, unless the Company cures thealleged violation or other circumstance which was the basis of such terminationwithin such 30-day notice period; provided that any termination pursuant to(d)(iii)(C)) of the definition of Good Reason shall be made by notice given notmore than 60 days after the effective date of the Change of Control (as definedbelow).

 

d.**            **Definitions.  For purposes of this Agreement:

 

(i)  Executive will be deemed “permanentlydisabled” if he becomes unable to discharge his normal duties as contemplatedunder this Agreement for more than six consecutive months as a result ofincapacity due to mental or physical illness as determined by a physicianacceptable to Executive and the Company and paid by the Company, whosedetermination will be final and binding. If Executive and the Company are unable to agree on a physician,Executive and the Company will each choose one physician who will mutually choosethe third physician, whose determination will be final and binding.

 

(ii)  “Cause” means either (A) a breach byExecutive of any material provisions of this Agreement, but only if, afternotice provided in subparagraph (b) above, Executive fails to cure such breach;(B) action by Executive constituting willful misconduct or gross negligence inconnection with performing his duties hereunder; (C) an act of fraud, 

 

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misappropriationof funds or embezzlement by Executive in connection with his employmenthereunder; or (D) Executive is convicted of, pleads guilty to or confesses toany felony.

 

(iii)  “Good Reason” means the occurrence of any ofthe following, without the prior written consent of Executive: (A) a breach bythe Company of any of its material obligations under this Agreement, but onlyif after expiration of the 30-day notice period provided in subparagraph (c)above, the Company fails to cure such breach or (B) change of location ofCompany’s offices where Executive is currently employed to a location more than30 miles from such location or (C) a Change of Control.

 

(iv)  “Change of Control” means the occurrence of:

 

(a)           An acquisition (other than directlyfrom the Company) of any voting securities of the Company (the “Voting Securities”)by any “Person” (as the term person is used for purposes of Section 13(d)or 14(d) of the Exchange Act) immediately after which such Person has“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under theExchange Act) of  thirty percent (30%)or more of the combined voting power of the Company’s then outstanding VotingSecurities; provided, however, in determining whether a Change inControl has occurred, Voting Securities which are acquired in a “Non-ControlAcquisition” (as hereinafter defined) shall not constitute an acquisition whichwould cause a Change in Control.  A“Non-Control Acquisition” shall mean an acquisition by (a) an employeebenefit plan (or a trust forming a part thereof) maintained by (i) theCompany or (ii) any corporation or other Person of which a majority of itsvoting power or its voting equity securities or equity interest is owned,directly or indirectly, by the Company (for purposes of this definition, a“Subsidiary”), (b) the Company or its Subsidiaries, (c) any corporation orother Person the majority of its voting power or its voting equity securitiesis owned, directly or indirectly, by William J. Carden or John N. Galardi or(d) any Person in connection with a “Non-Control Transaction” (as hereinafterdefined).

 

(b)           The individuals who, as of the dateof this Agreement, are members of the Board (the “Incumbent Board”), cease forany reason to constitute at least two-thirds of the members of the Board; provided,however, that if the election, or nomination for election by theCompany’s common stockholders, of any new director was approved by a vote of atleast two-thirds of the Incumbent Board, such new director shall, for purposesof this Plan, be considered as a member of the Incumbent Board; providedfurther, however, that no individual shall be considered a member ofthe Incumbent Board if such individual initially assumed office as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a-11promulgated under the Exchange Act) or other actual or threatened solicitationof proxies or consents by or on behalf of a Person other than the Board (a“Proxy Contest”) including by reason of any agreement intended to avoid orsettle any Election Contest or Proxy Contest; or

 

 

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(c)           Approval by stockholders of theCompany of:

 

(i)            A merger, consolidation orreorganization involving the Company, unless such merger, consolidation orreorganization is a “Non-Control Transaction” a “Non-Control Transaction” shallmean a merger, consolidation or reorganization of the Company where:

 

(A)          the stockholders of the Company,immediately before such merger, consolidation or reorganization, own, directlyor indirectly immediately following such merger, consolidation orreorganization, at least fifty percent (50%) of the combined voting power ofthe outstanding voting securities of the corporation resulting from such mergeror consolidation or reorganization (the “Surviving Corporation”) in substantiallythe same proportion as their ownership of the Voting Securities immediatelybefore such merger, consolidation or reorganization,

 

(B)           the individuals who were members ofthe Incumbent Board immediately prior to the execution of the agreement providingfor such merger, consolidation or reorganization constitute at least two-thirdsof the members of the board of directors of the Surviving Corporation, or acorporation beneficially directly or indirectly owning a majority of the VotingSecurities of the Surviving Corporation, and

 

(C)           no Person other than (i) the Company,(ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming apart thereof) maintained by the Company, the Surviving Corporation, or anySubsidiary, or (iv) any Person who, immediately prior to such merger,consolidation or reorganization had Beneficial Ownership of thirty percent(30%) or more of the then outstanding Voting Securities has BeneficialOwnership of  thirty percent (30%) ormore of the combined voting power of the Surviving Corporation’s thenoutstanding voting securities.

 

(ii)           A complete liquidation or dissolutionof the Company; or

 

(iii)          The sale or other disposition of allor substantially all of the assets of the Company to any Person (other than a transferto a Subsidiary).

 

Notwithstanding theforegoing, a Change in Control shall not be deemed to occur solely because anyPerson (the “Subject Person”) acquired Beneficial Ownership of more than thepermitted amount of the then outstanding Voting Securities as a result of theacquisition of Voting Securities by the Company 

 

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which, by reducing the number ofVoting Securities outstanding, increases the proportional number of sharesBeneficially Owned by the Subject Person, provided that if a Change in Controlwould occur (but for the operation of this sentence) as a result of theacquisition of Voting Securities by the Company, and after such shareacquisition by the Company, the Subject Person becomes the Beneficial Owner ofany additional Voting Securities which increases the percentage of the thenoutstanding Voting Securities Beneficially Owned by the Subject Person, then aChange in Control shall occur.  SuchShares are listed or admitted to trading, or, if such Shares are not so listedor admitted to trading, the arithmetic mean of the per Share closing bid priceand per Share closing asked price on such date as quoted on the NationalAssociation of Securities Dealers Automated Quotation System or such othermarket in which such prices are regularly quoted, or, if there have been nopublished bids or asked quotations with respect to Shares on such date, theFair Market Value shall be the value established by the Board in good faithand, in the case of an Incentive Stock Option, in accordance withSection 422 of the Code.

 

6.**             Benefitsupon Termination.**

 

a.**            **Terminationwith Cause or Resignation.  Upontermination of Executive’s employment by the Company for Cause or a voluntaryresignation by Executive (other than for Good Reason pursuant to paragraph 5(c)above) during the Term, the Company will remain obligated to pay Executive onlythe unpaid portion of his Base Salary and benefits to the extent accruedthrough the effective date of termination. Any amount due under this subparagraph will be payable within 30 daysafter the date of termination.  Inaddition to whatever other rights or remedies the Company may have at law or inequity, all stock options held by Executive, whether vested or unvested as ofthe date of termination, shall immediately expire on the date of terminationand all unvested stock-based grants shall immediately expire.

 

b.**            **Terminationwithout Cause or for Good Reason. The Company shall also have the right to terminate Executive’semployment without Cause.  Upontermination of Executive’s employment (x) by the Company without Cause or (y)by Executive for Good Reason, Executive will be entitled to the benefitsprovided below, subject to signing by Executive of a general release of claimsin a form satisfactory to the Company:

 

(i)  the Company will pay as severance pay toExecutive, in monthly installments over a twelve-month period, an amount (the“Severance Amount”) equal to two times Executive’s Base Salary and bonus forthe immediately preceding calendar year or current year if the termination isin the first calendar year of employment (which shall be annualized if theapplicable calendar year is less than a full year) unless the termination iscovered by subsection (ii) below;

 

(ii)  the Company will pay as severance pay toExecutive in a lump sum paid within 10 days of Executive’s notice an amountequal to 2.99 times Executive’s base salary and bonus for the immediatelypreceding calendar year or current year if the termination is in the firstcalendar year of employment (which shall be annualized if the applicablecalendar 

 

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yearis less than a full calendar year) if the termination is pursuant to(d)(iii)(C)) of the definition of Good Reason; and

 

(iii)  subject to Executive making a valid electionto continue medical coverage under the Company’s group health plan, the Companywill pay Executive’s COBRA premium for the shorter of (x) 12 months followingExecutive’s termination of employment or (y) the end of the COBRA continuationperiod.

 

c.**            **TerminationUpon Death or Permanent Disability. Upon termination of Executive’s employment upon Executive’s death orpermanent disability, Executive or Executive’s estate will be entitled to thebenefits provided below, subject to signing by Executive or Executive’s estateof a general release of claims in a form satisfactory to the Company:

 

(i)   the Company will pay as severance pay toExecutive or Executive’s estate, in monthly installments over a twelve-monthperiod, an amount equal to the Executive’s Base Salary as in effect on the dateof termination of employment; and

 

(ii)  subject to Executive making a valid electionto continue medical coverage under the Company’s group health plan, the Companywill pay Executive’s COBRA premium for the shorter of (x) 12 months followingExecutive’s termination of employment or (y) the end of the COBRA continuationperiod.

 

d.**            **NoMitigation.  Executive will not berequired to mitigate the amount of any payment provided for in this paragraph 6by seeking other employment or otherwise, nor will the amount of any payment orbenefit provided for in this paragraph 6 be reduced by any compensation earnedby him as the result of employment by another employer or by retirementbenefits after the date of termination, or otherwise.

 

e.**            **Expirationof this Agreement.  In the event theTerm of this Agreement expires without having otherwise been previouslyterminated pursuant to paragraph 5 above or by the Company without Cause,Executive will not be entitled to any severance compensation whatsoever underthis paragraph 6.

 

7.**             NoSolicitation; Confidentiality; Competition; Cooperation.**

 

a.              During the Restricted Period (defined below), neitherExecutive nor any Executive-Controlled Person (defined below) will, without theprior written consent of the Board, directly or indirectly solicit foremployment, employ in any capacity or make an unsolicited recommendation to anyother person that it employ or solicit for employment any person who is or was,at any time during the Restricted Period, an officer, executive or employee ofthe Company or of any of its affiliates. As used in this Agreement, the term “Executive-Controlled Person” shallmean any company, partnership, firm or other entity as to which 

 

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Executive possess, directlyor indirectly, the power to direct or cause the direction of the management andpolicies of such entity, whether through the ownership of voting securities, bycontract or otherwise.

 

b.             Executive acknowledges that, through his status as ChiefExecutive Officer, President and Chairman of the Board of the Company, he has,and will have, possession of important, confidential information and knowledgeas to the business of the Company and its affiliates, including, but notlimited to, knowledge of marketing and operating strategies, acquisition,leasing and other agreements, financial results and projections, future plans,the provisions of other important contracts entered into by the Company and itsaffiliates, possible acquisitions and similar information.  Executive agrees that all such knowledge andinformation constitutes a vital part of the business of the Company and itsaffiliates and is by its nature trade secrets and confidential informationproprietary to the Company and its affiliates (collectively, “ConfidentialInformation”).  Executive agrees that heshall not, so long as the Company remains in existence, divulge, communicate,furnish or make accessible (whether orally or in writing or in books, articlesor any other medium) to any individual, firm, partnership or corporation, anyknowledge or information with respect to Confidential Information directly orindirectly useful in any aspect of the business of the Company or any of itsaffiliates.

 

c.             All memoranda, notes, notebooks, lists, records andother documents or papers (and all copies thereof), including such items storedin computer memories, portable computers and the like, on microfiche, disk orby any other means, made or compiled by or on behalf of Executive or madeavailable to him relating to the Company are and shall be the Company’sproperty and shall be delivered to the Company promptly upon the termination ofExecutive’s employment with the Company or at any other time on request andsuch information shall be held confidential by Executive after the terminationof his employment with the Company.

 

d.             During the Non-Competition Period, neither Executive norany Executive-Controlled Person will (i) render any services, directly orindirectly, as an employee, officer, consultant or in any other capacity, toany individual, firm, corporation or partnership engaged in the acquisition,development, renovation or ownership of any office, office/warehouse,industrial, warehouse or apartment properties located in the Restricted Area,and (ii) engage in any active or passive investment in or reasonably relatingto the acquisition, development, renovation, or ownership of office,office/warehouse, industrial, warehouse or apartment properties located in theRestricted Area (such activities described in clauses (i) and (ii) being hereincalled the “Company Business”).  Duringthe Non-Competition Period, Executive shall not, without the prior writtenconsent of the Company, hold an equity interest in any firm, partnership orcorporation which competes with Company Business, except that beneficialownership by Executive (including ownership by any one or more members of hisimmediate family and any entity under his direct or indirect control) of lessthan five (5%) percent of the outstanding shares of capital stock of anycorporation which may be engaged in any of the same lines of business asCompany Business, if such stock is listed on a national securities exchange orpublicly traded in the over-the-counter market, shall not constitute a breachof the covenants contained in this paragraph 7.

 

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e.             (i) As used in this Agreement, “Restricted Period” shallmean the twelve (12) months following Executive’s termination of employment forany reason.

 

(ii) As used in this Agreement,“Non-Competition Period”  shall mean thetwelve months following Executive’s termination of employment, unless thetermination is (A) by the Company without Cause (other than at the expirationof the Term), or (B) by the Executive for Good Reason.

 

(iii) As used in this Agreement “RestrictedArea” shall mean any location within 50 miles of any apartment, office,office/warehouse, industrial or warehouse property owned by the Company.

 

f.              Following Executive’s termination of employment,Executive will cooperate with the Company, its executives, counsel and otherprofessional advisors (i) to the extent reasonably possible with respect to theconsummation of matters that were in progress at the time of Executive’stermination of employment and (ii) with respect to any litigation or regulatorymatters arising out of or related to the business, operations, or personnel ofthe Company (including participation in depositions, hearings and trials, asand if deemed necessary or appropriate by the Company, execution of appropriateaffidavits and participation in interviews with Company counsel).  The Company shall compensate Executive on areasonable basis for any services provided by Executive pursuant to thisparagraph 7(f).

 

g.             The provisions contained in this paragraph 7 as tothe time periods, scope of activities, persons or entities affected, andterritories restricted shall be deemed divisible so that, if any provisioncontained in this paragraph 7 is determined to be invalid or unenforceable,such provisions shall be deemed modified so as to be valid and enforceable tothe full extent lawfully permitted.

 

h.             Executive agrees that the provisions of this paragraph 7are reasonable and necessary for the protection of the Company and that theymay not be adequately enforced by an action for damages and that, in the eventof a breach thereof by Executive or any Executive-Controlled Person, theCompany shall be entitled to apply for and obtain injunctive relief in anycourt of competent jurisdiction to restrain the breach or threatened breach ofsuch violation or otherwise to enforce specifically such provisions against suchviolation, without the necessity of the posting of any bond by theCompany.  Executive further covenantsand agrees that if he shall violate any of his covenants under thisparagraph 7, the Company shall not be obligated to make any payments orprovide any benefits provided in paragraph 6 and the Company shall be entitledto recover any amounts previously paid pursuant to paragraph 6.  Such a remedy shall, however, not beexclusive and shall be in addition to any injunctive relief or other legal orequitable remedy to which the Company is or may be entitled.  Accordingly, Executive agrees that he shallreimburse the Company for any reasonable attorneys’ fees and expenses that theCompany might incur in enforcing this paragraph 7 if it is judicially determinedthat Executive has breached this paragraph 7.

 

8.             **Indemnification**.  To the full extent permitted by applicablelaw, Executive shall be indemnified and held harmless by the Company againstany and all judgments, penalties, fines, amounts paid

 

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in settlement, and other reasonable expenses (including, withoutlimitation, reasonable attorneys’ fees and disbursements) actually incurred byExecutive in connection with any threatened, pending or completed action, suitor proceeding (whether civil, criminal, administrative, investigative or other)for any action or omission in his capacity as a director, officer or employeeof the Company.  Indemnification underthis paragraph 8 shall be in addition to, and not in substitution of, anyother indemnification by the Company of its officers and directors.

 

9.             **Arbitration. **The parties hereto will endeavor to resolve in good faith anycontroversy, disagreement or claim arising between them, whether as to the interpretation,performance or operation of this Agreement or any rights or obligationshereunder.  If they are unable to do so,any such controversy, disagreement or claim will be submitted to bindingarbitration, for final resolution without appeal, by either party givingwritten notice to the other of the existence of a dispute which it desires tohave arbitrated.  The arbitration willbe conducted in New York, New York by a single neutral arbitrator and will beheld in accordance with the rules of the American Arbitration Association.  The decision and award of the arbitratorsmust be in writing and will be final and binding upon the parties hereto.  Judgment upon the award may be entered inany court having jurisdiction thereof, or application may be made to such courtfor a judicial acceptance of the award and an order of enforcement, as the casemay be.  The expenses of arbitrationwill be borne in accordance with the determination of the arbitrator withrespect thereto, except as otherwise specified in paragraph 5(b) above.  Pending a decision by the arbitrator withrespect to the dispute or difference undergoing arbitration, all otherobligations of the parties will continue as stipulated herein, and all monies notdirectly involved in such dispute or difference will be paid when due.

 

10.           **Miscellaneous.**

 

a.             Executive represents and warrantsthat he is not a party to any agreement, contract or understanding, whetheremployment or otherwise, which would restrict or prohibit him from undertakingor performing employment in accordance with the terms and conditions of thisAgreement.

 

b.             The provisions of this Agreementare severable and if any one or more provisions may be determined to be illegalor otherwise unenforceable, in whole or in part, the remaining provisions andany partially unenforceable provision to the extent enforceable in anyjurisdiction will remain binding and enforceable.

 

c.             The rights and obligations of theCompany under this Agreement inure to the benefit of, and will be binding on,the Company and its successors and permitted assigns, and the rights andobligations (other than obligations to perform services) of Executive underthis Agreement will inure to the benefit of, and will be binding upon,Executive and his heirs, personal representatives and permitted assigns; provided,however, that Executive shall not be entitled to assign or delegate any of hisrights and obligations under this Agreement without the prior written consentof the Company; provided, further, that the Company shall not have theright to assign or delegate any of its rights or obligations under thisAgreement except to a corporation, partnership or other business entity thatis, directly or indirectly, controlled by the Company.

 

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d.             Any notice to be given under thisAgreement will be personally delivered in writing or will have been deemed dulygiven when received after it is posted in the United States mail, postageprepaid, registered or certified, return receipt requested, and if mailed tothe Company, will be addressed to its principal place of business, attention:Secretary, and if mailed to Executive, will be addressed to him at his homeaddress last known on the records of the Company or at such other address oraddresses as either the Company or Executive may hereafter designate in writingto the other.

 

e.             The failure of either party toenforce any provision or provisions of this Agreement will not in any way beconstrued as a waiver of any such provision or provisions as to any futureviolations thereof, nor prevent that party thereafter from enforcing each andevery other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver ofany single remedy will not constitute a waiver of such party’s right to assertall other legal remedies available to it under the circumstances.

 

f.              **THISAGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATEOF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS**.

 

g.             Captions and paragraph headingsused herein are for convenience and are not a part of this Agreement and willnot be used in construing it.

 

INWITNESS WHEREOF, the parties have executed this Agreement on the day and yearfirst set forth above.

 

 
|   | AMERICAN  SPECTRUM REALTY, INC. |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   |                            |
|   | By:                             |  /s/ Paul E. Perkins |
|   |                            | Paul  E. Perkins, Senior Vice President |
|   |                            |   |
|   |                            |   |
|   | /s/ William J. Carden           |
|   | William J. Carden               |

 

 

 

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