Exhibit
      10.3.3




**FIRST
      AMENDMENT TO ATTORNMENT AGREEMENT**




THIS
      FIRST AMENDMENT TO ATTORNMENT AGREEMENT **("Amendment")** is
      made
      and entered into as of the 15th day of
      November, 2005 by and between LBA REALTY FUND-HOLDING
      CO. I, LLC, a Delaware limited liability company  **("Master
      Landlord"),** and AMERICAN
      TECHNOLOGY CORPORATION, a Delaware corporation **("Subtenant").**




R
      E C
      I T A L S:




**A.**  Master
      Landlord and Subtenant entered into that certain Attornment Agreement dated
      as
      of August 1, 2005 (the **"Agreement"),** whereby
      Master Landlord succeeded to the sublandlord interest under that certain Amended
      and Restated Sublease Agreement dated September 1, 2000 between Subtenant and
      Smiths Industries Aerospace & Defense Systems, Inc., pursuant to which
      Subtenant leased certain space in the building located at 13112 Evening Creek
      Drive, South, San Diego, California **("Building").**




B.  By
      this
      Amendment, Master Landlord and Subtenant desire to modify the Agreement as
      provided herein.




C.  Unless
      otherwise defined herein, capitalized terms as used herein shall have the same
      meanings as given thereto in the Agreement.




NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual covenants
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:




A
      G R
      E E M E N T:




1.  Term. Effective as of the date hereof, Section 2.2 of the Agreement shall be deemed
      deleted in its entirety and replaced with the following: "The Term of the
      Sublease shall end on January 31, 2006."




2.  Brokers. Each
      party represents and warrants to the other that no broker, agent or finder
      negotiated or was instrumental in negotiating or consummating this Amendment.
      Each party further agrees to defend, indemnify and hold harmless the other
      party
      from and against any claim for commission or finder's fee by any person or
      entity who claims or alleges that they were retained or engaged by the
      indemnifying party or at the request of such party in connection with this
      Amendment.




3.  Subtenant
      Representations. Each
      person executing this Amendment on behalf of Subtenant represents and warrants
      to Master Landlord that: (a) Subtenant is properly formed and validly existing
      under the laws of the state in which Subtenant is formed and Subtenant is
      authorized to transact business in the state in which the Building is located;
      (b) Subtenant has full


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right
      and
      authority to enter into this Amendment and to perform all of Subtenant's
      obligations hereunder; and (c) each person (and both persons if more than one
      signs) signing this Amendment on behalf of Subtenant is duly and validly
      authorized to do so.




4.  No
      Further Modification. Except
      as set forth in this Amendment, all of the terms and provisions of the Agreement
      shall remain unmodified and in full force and effect. Effective as of the date
      hereof, all references to the "Agreement" shall refer to the Agreement as
      amended by this Amendment.




5.  Counterparts
      and Fax Signatures. This
      Amendment may be executed in counterparts, each of which shall be deemed an
      original, but such counterparts, when taken together, shall constitute one
      agreement. This Amendment may be executed by a party's signature transmitted
      by
      facsimile ("fax"), and copies of this Amendment executed and delivered by means
      of faxed signatures shall have the same force and effect as copies hereof
      executed and delivered with original signatures. All parties hereto may rely
      upon faxed signatures as if such signatures were originals. Any party executing
      and delivering this Amendment by fax shall promptly thereafter deliver a
      counterpart signature page of this Amendment containing said party's original
      signature. All parties hereto agree that a faxed signature page may be
      introduced into evidence in any proceeding arising out of or related to this
      Amendment as if it were an original signature page.




"Master
                    Landlord":LBA
                    REALTY FUND-BOLDING CO. I, LLC,
                  a
                    Delaware limited liability company
  By:
                  LBARealty
                      Fund, L.P.,
                    a
                      Delaware limited partnershipits
                      Manager
  By:
                    LBA
                        Management Company, LLC,
                      a
                        Delaware limited liability company,its
                        General Partner
  By:
                      LBA,
                          Inc.,
                        a
                          California corporation,
                        its
                          Manager
  By:
                        /s/
                            Steven BriggsName:
                            Steven R. BriggsTitle:
                            Authorized Signatory
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  "Subtenant"*:AMERICAN
                              TECHNOLOGY CORPORATION,
                            a
                              Delaware corporation
  By:
                          /s/
                              Michael A. RussellPrint
                              Name: Michael A. RussellTitle:
                              CFOBy:Print
                              Name:Title:




*NOTE:


**If
      Subtenant is a California corporation,** then
      one
      of the following alternative requirements must be satisfied:


(A)  This
      Amendment must be signed by two (2) officers of such corporation: one being
      the
      chairman of the board, the president or a vice president, and the other being
      the secretary, an assistant secretary, the chief financial officer or an
      assistant treasurer. If one (1) individual is signing in two (2) of the
      foregoing capacities, that individual must identify the two (2)
      capacities.


(B)  If
      the
      requirements of (A) above are not satisfied, then Subtenant shall deliver to
      Master Landlord evidence in a form reasonably acceptable to Master Landlord
      that
      the signatory(ies) is (are) authorized to execute this Amendment.


**If
      Subtenant is a corporation incorporated in a state other than California,** then
      Subtenant shall deliver to Master Landlord evidence in a form reasonably
      acceptable to Master Landlord that the signatory(ies) is (are) authorized to
      execute this Amendment.






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