**Exhibit10.03**

** **

**EMPLOYMENT AGREEMENT**

 

This EMPLOYMENTAGREEMENT (the “Agreement”), dated as of April 16, 2002, is entered intobetween American Spectrum Realty, Inc., a Maryland corporation (the “Company”),and Patricia A. Nooney (“Executive”).

 

**Recitals**

 

A.            The Company is a corporationintended to be qualified and to operate as a real estate investment trust underthe Internal Revenue Code of 1986, as amended.

 

B.            The Company wishes to employExecutive and Executive wishes to be employed by the Company, on the terms andconditions set forth below.

 

THEREFORE, theparties agree as follows:

 

1.             **Employment Duties**.During the Term (as defined in paragraph 2 below), the Company will initiallyemploy Executive as its Senior Vice President Asset Management for the periodfrom November 1, 2001 to January 29, 2002 and thereafter as its Senior VicePresident Asset Management and Treasurer. Except as set forth on Schedule A tothis Agreement, Executive will devote substantially all of her business timeand attention to the performance of her duties under this Agreement. Executiveshall have the duties, rights and responsibilities normally associated with herposition with the Company, together with such other reasonable duties relatingto the operation of the business of the Company and its affiliates as may beassigned to her from time to time by the President or Chief Executive Officerof the Company or by the Board of Directors. Such duties are generally set forth in the By laws of the Company and bymemorandum to Executive of even date with this employment agreement.  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 in paragraph 3.

 

2.             **Term**. The term ofExecutive’s employment under this Agreement (the “Term”) began onNovember 1, 2001, and will continue, subject to the termination provisions setforth in paragraph 5 below, until the first anniversary of the date hereof,provided that this Agreement will automatically renew each year for anadditional one year period unless either party gives written notice to theother not to extend the Term not less than 90 days prior to the then nextupcoming expiration date.

 

3.             **Salary and Bonus**.

 

a.             Salary.  During each year of the Term, Executive willreceive a salary at the annual rate of $125,000 prorated through January 28,2002 and thereafter at the annual rate of $175,000 (the “Base Salary”).

 

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b.             Bonus. In addition to theBase Salary, the Executive shall be entitled to an annual incentive bonuspayable within 120 days after the end of each year ended December 31 in anamount which shall be determined in the sole discretion of the Board ofDirectors taking into account such factors concerning the performance of theCompany and Executive and the Executive’s overall compensation level, as shallbe determined by the Board of Directors. The amount of the incentive bonus shall be determined in the solediscretion of the Board of Directors and Executive shall not be entitled to anyincentive bonus unless and until such incentive bonus is approved by the Boardof Directors.

 

4.             **Fringe Benefits**. Inaddition to the other compensation payable pursuant to this Agreement, duringthe Term:

 

a.             Standard Benefits. Executivewill be entitled to receive such fringe benefits and perquisites, includingmedical and life insurance, as are generally made available from time to timeto senior management employees and Executives of the Company and to participatein any pension, profit–sharing, stock option or similar plan or programestablished from time to time by the Company for the benefit of its seniormanagement employees.

 

b.             Vacation and Sick Leave.Executive will be entitled to such periods of paid vacation (not less thanthree (3) weeks per year) and sick leave allowance each year that areconsistent with the Company’s vacation and sick leave policy for seniormanagement.

 

c.             Business Expenses. TheCompany will pay or reimburse Executive for all business–related expensesincurred by Executive in the course of her performance of duties under thisAgreement, subject to the procedures established by the Company from time totime with respect to incurrence, substantiation, reasonableness and approval,including without limitation dues, meeting expenses and travel costs forprofessional organizations not to exceed****$10,000.00 per calendar year.

 

d.             StockOptions. Executive shall be entitled to participate in employee stock plansfrom time to time established for the benefit of employees of the Company inaccordance with the terms and conditions of such plans. Simultaneously with theclosing of the consolidation of the Company, Executive shall receive pursuantto and subject to the Company’s Omnibus Stock Incentive Plan (the “Plan”), agrant of 4,500 stock options for common stock of the Company. The options shallbe granted (i) 50% on the date of the closing of the consolidation described inthe Company’s Registration Statement on Form S-4 (the “Consolidation”) with anoption exercise price of $15.00 per share and (ii) 50% on the six-monthanniversary of such closing with an option exercise price equal to the price atwhich the common stock is trading at the close of business on that date, or ifthere is no established market, at the fair market value of the common stock asdetermined by the Board of Directors in its sole discretion. The options shallbe 25% exercisable on the date of grant and the balance of which becomeexercisable subject to Executive’s continuing to be employed by the Company inthree nearly equal installments on the first, second and third anniversaries ofthe date of grant.

 

In addition, Executiveshall receive upon Board approval, pursuant to and subject to the Plan, a grantof 10,000 shares of restricted stock of the Company which shares shall besubject to repurchase by the Company on termination of Executive’s employmentfor a price of  $.01 per share, whichrepurchase option shall lapse 50% on the date of issuance and 50% on the sixthmonth anniversary of 

 

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the date of grant.  Executive has previously received a grant of2,000 shares of restricted stock pursuant to the Plan which shares shall besubject to repurchase by the Company on termination of Executive’s employmentfor a price of $.01 per share, which repurchase option shall lapse 25% on thedate of issuance and 25% in three nearly equal installments on each of the first,second, and third anniversary of the date of grant. Notwithstanding theforegoing, stock options granted to Executive shall become fully exercisableand repurchase restrictions on stock grants shall lapse in full upon (i) aChange of Control of the Company (as defined herein) or (ii) Executive’stermination of employment by Executive with Good Reason or by the Companywithout Cause, and Executive shall have one (1) year from such termination, orremaining term of the option, if earlier, to exercise such options.

 

5.             **Termination of Employment**.

 

a.             Death and Disability.Executive’s employment under this Agreement will terminate immediately upon herdeath and upon 30 days’ prior written notice given by the Company in the eventExecutive is determined to be “permanently disabled” (as defined below).

 

b.             For Cause. The Company mayterminate Executive’s employment under this Agreement for “Cause” (as definedbelow) upon providing Executive 30 days’ prior written notice of termination,which notice will describe in detail the basis of such termination and willbecome effective immediately on the 30th day after Executive’sreceipt thereof unless Executive (i) cures to the reasonable satisfaction ofthe Board of Directors the alleged violation or other circumstance which wasthe basis of such termination within such notice period or (ii) sends, withinthirty (30) days, written notice to the Board disputing in good faith theexistence of Cause and requesting arbitration of such dispute pursuant toparagraph 9 below. During the pendency of the arbitration, Executive willcontinue to receive all compensation and benefits to which she is entitledhereunder but shall have no duties or authority in connection with anyactivities of the Company.  If theCompany is not successful in obtaining a determination by the arbitrators thatthere was Cause for termination, the Company will pay Executive’s reasonableexpenses, including, without limitation, reasonable attorneys’ fees anddisbursements, in connection with such dispute resolution and Executive mayelect to terminate her employment and shall receive the payments and benefitsset forth in paragraph 6(b) as if her employment were terminated withoutCause.  If the Company is successful inobtaining a determination by the arbitrators that there was Cause fortermination, the Executive shall pay the Company’s expenses, including withoutlimitation, reasonable attorneys’ fees and disbursements, in connection withsuch dispute resolution.

 

c.             For Good Reason. Executivemay terminate her employment under this Agreement for “Good Reason” (as definedbelow) upon providing the Company 30 days’ prior written notice of termination,which notice will detail the basis of such termination and will becomeeffective on the 30th day after the Company’s receipt thereof, unless theCompany cures to the reasonable satisfaction of Executive the alleged violationor other circumstance which was the basis of such termination within such 30day notice period; provided that any termination pursuant to (d)(iii)(C) of thedefinition of Good Reason shall be made by notice given not more than 120 daysafter the effective date of the Change of Control (as defined below).

 

d.             Definitions. For purposes ofthis Agreement:

 

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(i)Executive will be deemed “permanently disabled” if she becomes unable todischarge her normal duties as contemplated under this Agreement for more thansix consecutive months as a result of incapacity due to mental or physicalillness as determined by a physician acceptable to Executive and the Companyand paid by the Company, whose determination will be final and binding. IfExecutive and the Company are unable to agree on a physician, Executive and theCompany will each choose one physician who will mutually choose the thirdphysician, 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 her duties hereunder; (C) an act of fraud,misappropriation of funds or embezzlement by Executive in connection with heremployment hereunder; or (D) Executive is convicted of/or pleads guilty to anyfelony involving moral turpitude.

 

(iii)          “Good Reason” means theoccurrence of any of the following: (A) a breach by the Company of any of itsmaterial obligations under this Agreement, but only if after expiration of the30 day notice period provided in subparagraph (c) above, the Company fails tocure such breach or (B) change of location of Company office where Executive isto be employed to a location more than 30 miles from St. Louis, Missouri, butExecutive agrees that her duties will compel her to supervise activities invarious offices of the Company and the requirement to travel and conduct workat such offices shall not be deemed a relocation, or (C) a Change of Control asherein defined, or (D) the withdrawal without Executive’s prior written consentof any substantive part of Executive’s responsibilities, duties or authority aspreviously discharged or (E) the harassment of Executive intended, designed orwhich would have the foreseeable effect of causing Executive to resign orabandon Executive’s employment with Company.

 

(iv)          “Change of Control” means theoccurrence of:

 

(a)           An acquisition (other than directlyfrom the Company) of any voting securities of the Company (the “VotingSecurities”) by any “Person” (as the term person is used for purposes ofSection 13(d) or 14(d) of the Exchange Act) immediately after which such Personhas “Beneficial Ownership” (within the meaning of Rule 13d–3 promulgatedunder the Exchange Act) of fifty percent (50%) or more of the combined votingpower of the Company’s then outstanding Voting Securities; provided, however,in determining whether a Change of Control has occurred, Voting Securitieswhich are acquired in a “Non–Control Acquisition” (as hereinafterdefined) shall not constitute an acquisition which would cause a Change ofControl. A “Non–Control Acquisition” shall mean an acquisition by (a) anemployee benefit 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, (iii) any corporation orother Person the majority of its voting power or its voting equity securitiesis owned, directly or indirectly, by William J. Carden or 

 

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John Galardi or(iv) any Person in connection with a “Non-Control Transaction” (as hereinafterdefined); or

 

(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 of theIncumbent Board if such individual initially assumed office as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a–11 promulgated under the Exchange Act) or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard (a “Proxy Contest”) including by reason of any agreement intended toavoid or settle any Election Contest or Proxy Contest; or

 

(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” shall mean a merger, consolidation orreorganization of the Company where:

 

(A)          the stockholders of the Company,immediately before such merger, consolidation or reorganization, would own,directly or 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”) insubstantially the same proportion as their ownership of the Voting Securitiesimmediately before such merger, consolidation or reorganization,

 

(B)           the individuals who were members ofthe Incumbent Board immediately prior to the execution of the agreementproviding for such merger, consolidation or reorganization, constitute at leasttwo–thirds of the members of the board of directors of the SurvivingCorporation, or a corporation beneficially directly or indirectly owning amajority of the Voting Securities 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 

 

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thirty percent(30%) or more of the then outstanding Voting Securities, has BeneficialOwnership of thirty percent (30 %) or more of the combined voting power of theSurviving Corporation’s then outstanding 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 atransfer to a Subsidiary).

 

Notwithstandingthe foregoing, a Change of Control shall not be deemed to occur solely becauseany Person (the “Subject Person”) acquired Beneficial Ownership of more thanthe permitted amount of the then outstanding Voting Securities as a result ofthe acquisition of Voting Securities by the Company which, by reducing thenumber of Voting Securities outstanding, increases the proportional number ofshares Beneficially Owned by the Subject Persons, provided that if a Change ofControl would 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 of Control shall occur.  In noevent shall stock option ownership be considered in calculating Change ofControl.

 

6.             **Benefits upon Termination**.

 

a.             Termination with Cause orResignation. Upon termination of Executive’s employment by the Company forCause or a voluntary resignation by Executive (other than for Good Reasonpursuant to paragraph 5(c) above) during the Term, the Company will remainobligated to pay Executive only the unpaid portion of her Base Salary andbenefits to the extent accrued through the effective date of termination (allof which will for this purpose be deemed to accrue daily). Any amount due underthis subparagraph will be payable within 30 days after the date of termination.In addition to whatever other rights or remedies the Company may have at law orin equity, all stock options held by Executive, whether vested or unvested asof the date of termination, shall immediately expire on the date of terminationand all unvested stock–based grants shall immediately expire.

 

b.             Termination without Cause or forGood Reason. The Company shall also have the right to terminate Executive’semployment without Cause. Upon termination of Executive’s employment (x) by theCompany without Cause or (y) by Executive for Good Reason, Executive will beentitled to the benefits provided below, subject to signing by Executive of ageneral release of claims in a form reasonably satisfactory to the Company andExecutive.

 

(i)            the Company will pay as severancepay to Executive, in equal monthly installments over a twelve–monthperiod, an amount (the “Severance Amount”) equal to one times Executive’s BaseSalary and bonus for the immediately preceding calendar year or 

 

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current year ifthe termination is in the first calendar year of employment (which shall beannualized if the applicable calendar year is less than a full year);

 

 (ii)          subjectto Executive making a valid election to continue medical coverage under theCompany’s group health plan, the Company will pay Executive’s COBRA premium forthe shorter of (x) 12 months following Executive’s termination of employment or(y) the end of the COBRA continuation period.

 

c.             Termination Upon Death orPermanent Disability. Upon termination of Executive’s employment uponExecutive’s death or permanent disability, Executive or Executive’s estate willbe entitled to the benefits provided below, subject to signing by Executive orExecutive’s estate of a general release of claims in a form reasonablysatisfactory to the Company and Executive:

 

(i)            the Company will pay as severancepay to Executive or Executive’s estate, in equal monthly installments over atwelve month period, an amount equal to the Executive’s Base Salary as ineffect on the date of termination of employment; and

 

(ii)           subject to Executive making a validelection to continue medical coverage under the Company’s group health plan,the Company will pay Executive’s COBRA premium for the shorter of (x) 12 monthsfollowing Executive’s termination of employment or (y) the end of the COBRAcontinuation period.

 

d.             No Mitigation. Executivewill not be required to mitigate the amount of any

payment provided for inthis paragraph 6 by seeking other employment or otherwise, nor will the amountof any payment or benefit provided for in this paragraph 6 be reduced by anycompensation earned by her as the result of employment by another employer orby retirement benefits after the date of termination.

 

e.             Expiration of this Agreement.In the event the Term of this Agreement expires without having otherwise beenpreviously terminated pursuant to paragraph 5 above, Executive will not beentitled to any severance compensation whatsoever.

 

7.             **No Solicitation; Confidentiality;Cooperation**.

 

a.             For a period of 12 months afteremployment, neither Executive nor any Executive–Controlled Person(defined below) will, without the prior written consent of the Board, directlyor indirectly solicit for employment, employ in any capacity or make anunsolicited recommendation to any other person that it employ or solicit foremployment any person who is or was, at any time during the 12-month period, asenior officer or senior executive of the 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 Executivepossesses, directly or indirectly, the power to direct or cause the directionof the management and policies of such entity, whether through the ownership ofvoting securities, by contract or otherwise.

 

b.             Executive acknowledges that,through her status as Senior Vice President Asset Management of the Company,she has, and will have, possession of important, confidential information andknowledge as to the business of the Company and its affiliates, including, butnot 

 

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limited to, knowledge ofmarketing and operating strategies, acquisition, leasing and other agreements,financial results and projections, future plans, the provisions of otherimportant contracts entered into by the Company and its affiliates, possibleacquisitions and similar information. Executive agrees that all such knowledgeand information 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 she shall not for a period of 12months after employment divulge, communicate, furnish or make accessible(whether orally or in writing or in books, articles or any other medium) to anyindividual, firm, partnership or corporation, any knowledge or information withrespect to Confidential Information directly or indirectly useful in any aspectof the business of the Company or any of its affiliates. The obligations ofconfidentiality set forth herein shall not apply to any ConfidentialInformation which is:

 

(i)            possessed by Executive prior toreceipt from the Company, other than through prior disclosure by the Company,as evidenced by Executive’s records;

 

(ii)           published or available to the generalpublic otherwise than through a breach of this Agreement or other obligation ofconfidentiality by Executive;

 

(iii)          obtained by Executive from a thirdparty with a valid right to disclose such Confidential Information, providedthat such third party is not under a confidentiality obligation to the Company;

 

(iv)          independently developed by employeesof Executive who had no knowledge of the Company’s Confidential Information asevidenced by Executive’s records; or

 

(v)           required to be disclosed pursuant tolaw, regulation, or court order provided, however, that Executive gives theCompany prompt, written notice prior to disclosure in order to allow that partyto take whatever action it deems necessary to protect its ConfidentialInformation.

 

c.             All memoranda, notes, notebooks,lists, records and other documents or papers (and all copies thereof),including such items stored in computer memories, portable computers and thelike, on microfiche, disk or by any other means, made or compiled by or onbehalf of Executive or made available to her relating to the Company are andshall be the Company’s property and shall be delivered to the Company promptlyupon the termination of Executive’s employment with the Company or at any othertime on request and such information shall be held confidential by Executiveafter the termination of her employment with the Company.

 

d.             Following Executive’s terminationof employment, Executive will cooperate with the Company, its executives,counsel and other professional advisors (i) to the extent reasonably possiblewith respect to the consummation of matters that were in progress at the timeof Executive’s termination of employment and (ii) with respect to anylitigation or regulatory matters arising out of or related to the business,operations, or personnel of the Company (including participation indepositions, hearings and trials, as and if deemed necessary or appropriate bythe Company, execution of appropriate affidavits and participation ininterviews with Company counsel).  The 

 

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Company shall compensateExecutive on a reasonable basis for any services provided by Executive pursuantto this paragraph 7(d).

 

e.             Executive agrees that theprovisions of this paragraph 7 are reasonable and necessary for the protectionof the Company and that they may not be adequately enforced by an action fordamages and that, in the event of a breach thereof by Executive or anyExecutive-Controlled Person, the Company shall be entitled to apply for andobtain injunctive relief in any court of competent jurisdiction to restrain thebreach or threatened breach of such violation or otherwise to enforce specificallysuch provisions against such violation, without the necessity of the posting ofany bond by the Company.  Executivefurther covenants and agrees that if it is finally judicially determined by acourt of competent jurisdiction that she materially violated any of hercovenants under this paragraph 7, the Company shall not be obligated to makeany payments or provide any benefits provided in paragraph 6 and the Companyshall be entitled to recover any amounts previously paid pursuant to paragraph6.   Such a remedy shall, however,not be exclusive and shall be in addition to any injunctive relief or otherlegal or equitable remedy to which the Company is or may be entitled.Accordingly, Executive agrees that she shall reimburse the Company for any reasonableattorneys’ fees and expenses that the Company might incur in enforcing thisparagraph 7 if it is finally judicially determined that Executive hasmaterially breached this paragraph 7.

 

8.             **Indemnification**. Tothe full extent permitted by applicable law, Executive shall be indemnified andheld harmless by the Company against any and all judgments, penalties, fines,amounts paid in settlement, and other reasonable expenses (including, withoutlimitation, reasonable attorneys’ fees and disbursements) as they are actuallyincurred by Executive in connection with any threatened, pending or completedaction, suit or proceeding (whether civil, criminal, administrative,investigative or other) for any action or omission in her capacity as adirector, officer or employee of the Company or any of its subsidiaries oraffiliates, but the Executive shall not be indemnified to the extent that isfinally judicially determined that such amounts resulted directly from her owngross negligence, willful misconduct or fraud. Indemnification under this paragraph 8 shall be in addition to, and notin substitution of, any other indemnification by the Company of its officersand directors.

 

9.             **Arbitration**. The parties hereto willendeavor to resolve in good faith any controversy, disagreement or claimarising between them, whether as to the interpretation, performance oroperation of this Agreement or any rights or obligations hereunder.  If they are unable to do so, any suchcontroversy, disagreement or claim will be submitted to binding arbitration,for final resolution without appeal, by either party giving written notice tothe other of the existence of a dispute which it desires to have arbitrated.The arbitration will be conducted in St. Louis, Missouri by a single neutralarbitrator and will be held in accordance with the rules of the AmericanArbitration Association.  The decisionand award of the arbitrators must be in writing and will be final and bindingupon the parties hereto. Judgment upon the award may be entered in any courthaving jurisdiction thereof, or application may be made to such court for ajudicial acceptance of the award and an order of enforcement, as the case maybe. The expenses of arbitration will be borne in accordance with thedetermination of the arbitrator with respect thereto, except as otherwisespecified 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 moniesnot directly involved in such dispute or difference will be paid when due.

 

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10.           **Miscellaneous**.

 

a.             Executive represents and warrantsthat she is not a party to any agreement, contract or understanding, whetheremployment or otherwise, which would restrict or prohibit her 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 her heirs, personal representatives and permitted assigns;provided, however, Executive shall not be entitled to assign or delegate any ofher rights and obligations under this Agreement without the prior writtenconsent of 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.

 

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 her at her 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 hereinare cumulative and the waiver of any single remedy will not constitute a waiverof such party’s right to assert all other legal remedies available to it underthe circumstances.

 

f.              THIS AGREEMENT WILL BE GOVERNED BYAND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARDTO 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.

 

h.                                      The parties agree that Schedule Aattached hereto is an integral part of this Agreement and is deemedincorporated herein.

 

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i.              This Agreement isintended to amend and restate the prior agreement between the parties that waseffective as of the date of the Consolidation. This Agreement contains the entire agreement between the parties andsupercedes any previous agreements between them.

 

IN WITNESS WHEREOF, the parties have executed thisAgreement on the day and year first set forth above.

 
|   | AMERICAN SPECTRUM REALTY, INC.      |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 | /s/ William J. Carden |
|   | Name:  William J. Carden       |
|   | Title:     President |
|   |                                |
|   | /s/ Patricia A.  Nooney             |
|   | PATRICIA A. NOONEY                  |

 

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**ScheduleA**

 

 

Notwithstanding anythingto the contrary in this Agreement, including without limitation paragraphs 1and 7, the Company acknowledges and agrees that (i) Executive currently holdsand in the future may hold ownership interests in Clayton Realty Associates LLCd/b/a Coldwell Banker Commercial and entities affiliated or related to theforegoing collectively referred to as “CRA Group”; (ii) Executivecurrently and in the future may serve as a director, officer, partner, member,principal, consultant or in other capacities for the CRA Group; (iii) Executivemay while employed with the Company and at any time thereafter own interestsin, serve in various capacities for and otherwise undertake activities relatedto the CRA Group without restriction or limitation under the Agreement.

 

In addition, Company acknowledgesand agrees that Executive is currently an officer of American Spectrum Midwestand many of its affiliates. In addition, Company acknowledges and agrees thatExecutive is currently an officer and director of Brooklyn Street Properties,Inc. and several of its affiliates and subsidiaries. Company acknowledges andagrees that Executive may while employed with the Company and at any timethereafter serve in various capacities for and undertake activities related tothese companies and their subsidiaries and affiliates without restriction orlimitation under the Agreement.

 

Company and Executiveagree that the business of Company is furthered through Executive’sparticipation in certain professional organizations and gatherings. It is,therefore, agreed that attendance at meetings and gatherings of professionalorganizations shall not constitute vacation for purposes of this Agreement.

 

Company acknowledges thatExecutive currently serves as the Institute of Real Estate Management’s (IREM)national President–Elect and will be National President in 2003. Companyagrees to allow Executive to fully participate in and carry out the dutiesrequired of these positions.

 

 

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