Exhibit 10.18


 


COMMERCIAL LEASE


(GENERAL FORM)


 


	
  1.     PARTIES.

  
	
   

  
	
  This Lease is made and entered into this 1st
  day of August, 2005 by and between Microwave Holdings, LLC (hereinafter
  referred to as “Landlord”) and AML Communications, Inc. (herein after referred
  to as “Tenant”).

  
	
   

  
	
  2.     PREMISES.

  
	
   

  
	
  Landlord hereby leases to Tenant and Tenant
  hereby leases from Landlord, on the terms and conditions hereinafter set forth
  

  
	
  that certain real property and the building and other improvements
  located thereon situated in the City of Santa Clara, County of Santa Clara,
  State of CA, commonly known as 3350 Scott Blvd, Bldg: 25

  
	
   

  
	
  (HERE INSERT ADDRESS)

  
	
  and described as

  	
   

  
	
  (HERE INSERT LEGAL DESCRIPTION)

  
	
   

  
	
   

  
	
  (said real property is hereinafter called the “Premises”).

  
	
   

  
	
  3.     TERM.

  
	
   

  
	
  The term of this Lease shall be for 

  	
  1 yr, 1 mo. and 19 days,

  	
   commencing on August 1st,
  2005 and ending on September 19th,

  
	
   

  	
  (MONTHS/YEARS)

  	
   

  
	
  2006, unless
  sooner terminated as hereinafter provided.

  
	
   

  
	
  4.     RENT.

  
	
   

  
	
  Tenant shall pay Landlord as rent for the Premises the following sums
  per month, in advance on the first day of each month 

  
	
  during the term
  of this Lease:

  
	
  During the
  first through 

  	
   

  	
   year of the term of this Lease, the sum of Five
  thousand ($5,00000) dollars per month.

  
	
   

  	
  (E.G.8TH)

  	
   

  	
   

  
	
   

  
	
  During the 

  	
   

  	
   year through the 

  	
   

  	
   year of the term of this Lease, the sum of ($                )
  dollars per month.

  
	
   

  	
  (E.G. 16TH)

  	
   

  	
  (E.G 10TH)

  	
   

  	
   

  
	
   

  
	
  During the 

  	
   

  	
   year through the

  	
   

  	
   year of the term of this Lease, the sum of ($                )
  dollars per month.

  
	
   

  	
  (E.G. 16TH)

  	
   

  	
  (E.G. 20TH)

  	
   

  	
   

  
	
   

  
	
  Tenant shall
  pay to Landlord upon the execution of this Lease the sum of 

  
	
  ($                               )
  dollars as rent
  for                                                                                                                                                  .

  
	
  Rent for any
  period during the term of this Lease which is for less than one (1) month,
  shall be a pro rata portion of the monthly

  
	
  installment.  Rent shall be payable without notice of
  demand and without any deduction, off-set, or abatement in lawful money of
  the

  
	
  United
  States to the Landlord at the address stated herein for notices or to such
  other persons or such other places as the Landlord may 

  
	
  designate to
  Tenant in writing.

  
	
   

  
	
  5.     SECURITY DEPOSIT.

  
	
   

  
	
  Tenant shall deposit with Landlord upon the
  execution of this Lease the sum of Five thousand ($5,000) dollars as a
  security deposit for the Tenant’s faithful performance of the provisions of
  this Lease.  If Tenant fails to pay
  rent or other charges due hereunder, or otherwise defaults with respect to
  any provision of this Lease, Landlord may use the security deposit, or any
  portion of it, to cure the default or compensate Landlord for all damages
  sustained by Landlord resulting from Tenant’s default. Tenant shall
  immediately on demand pay to Landlord the sum equal to that portion of the
  security deposit expanded or applied by Landlord which was provided for in
  this paragraph so as to maintain the security deposit in the sum initially
  deposited with Landlord.  Landlord
  shall not be required to keep the security deposit separate from its general
  account nor shall Landlord be required to pay Tenant any interest on the
  security deposit.  If Tenant performs
  all of Tenant’s obligations under this Lease, the security deposit or that
  portion thereof which has not previously been applied by the Landlord, shall
  be returned to Tenant within fourteen (14) days after the expiration of the
  term of this Lease, or after Tenant has vacated the Premises, whichever is
  later.

  
																				



 


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6.               USE.


 


Tenant shall
use the Premises only for manufacturing and assembly of electronic components
and other related legal uses and for no other purpose without the Landlord’s
prior written consent.


 


Tenant shall
not do, bring or keep anything in or about the Premises that will cause a
cancellation of any insurance covering the Premises or the pay to Landlord
within ten (10) days after written demand from Landlord, the amount of any such
increase. Tenant shall comply with all laws concerning the Premises or Tenant’s
use of the Premises, including without imitation, the obligation at Tenant’s
cost to alter, maintain or restore the Premises in compliance and conformity
with all laws relating to the condition, use, or occupancy of the Premises by
Tenant during the term of this Lease. Tenant shall not use or permit the use of
the Premises in any manner that will tend to create waste or a nuisance or, if
there shall be more than one tenant of the building containing the Premises, which
shall unreasonably disturb any other tenant.


 


Tenant hereby accepts
the Premises in their condition existing as of the date that Tenant possesses
the Premises, subject to all applicable zoning, municipal, county and state laws,
ordinances, regulations governing or regulating the use of the Premises and
accepts this Lease subject thereto and to all matters disclosed thereby. Tenant
hereby acknowledges that neither the Landlord nor the Landlord’s agent has made
any representation or warranty to Tenant as to the suitability of the Premises
for the conduct of Tenant’s business.


 


7.     TAXES.


 


(a)   Real Property Taxes.


 


Tenant shall
pay all real property taxes and general assessments levied and assessed against
the Premises during the term of this Lease.


 


If it shall be
Tenant’s obligation to pay such real property taxes and assessments hereunder,
Landlord shall use its best efforts to cause the Premises to be separately
assessed from other real property owned by the Landlord. If Landlord is unable
to obtain such a separate assessment, the assessor’s evaluation based on the
building and other improvements that are a part of the Premises shall be used
to determine the real property taxes. If this evaluation is not available, the
parties shall equitably allocate the property taxes between the building and
other improvements that are a part of the Premises and all buildings and other
improvements included in the tax bill. In making the allocation, the parties
shall reasonably evaluate the factors to determine the amount of the real
property taxes so that the allocation of the building and other improvements
that are a part of the Premises will not be less than the ratio of the total
number of square feet of the building and other improvements that are a part of
the Premises bears to the total number of square feet in all buildings and
other improvements included in the tax bill.


 


Real property
taxes attributable to land in the Premises shall be determined by the ratio
that the total number of square feet in the Premises bears to the total number
of square feet of land included in the tax bill.


 


(b)   Personal Property Taxes.


 


Tenant shall
pay prior to the delinquency all taxes assessed against and levied upon the
trade fixtures, furnishings, equipment and other personal property of Tenant
contained in the Premises. Tenant shall endeavor to cause such trade fixtures,
furnishings and equipment and all other personal property to be assessed and
billed separately from the property of the Landlord. If any of Tenant’s said
personal property shall be assessed with Landlord’s property, Tenant shall pay
to Landlord the taxes attributable to Tenant within ten (10) days after the
receipt of a written statement from Landlord setting forth the taxes applicable
to Tenant’s property.


 


8.     UTILITIES.


 


Tenant shall
make all arrangements and pay for all water, gas, heat, light, power, telephone
and other utility services supplied to the Premises together with any taxes
thereon and for all connection charges. If any such services are not separately
metered to Tenant, the Tenant shall pay a reasonable proportion, to be
determined by Landlord, of all charges jointly metered with other Premises.


 


9.     MAINTENANCE
AND REPAIRS.


 


(a)   Landlord’s Obligations.


 


Except as
provided in Article 12, and except for damage caused by any negligent or
intentional act or omission of Tenant, Tenant’s agents, employees, or invitees,
Landlord at its sole cost and expense shall keep in good condition and repair
the foundations, exterior walls, and exterior roof of the Premises. Landlord
shall also maintain the unexposed electrical, plumbing and sewage systems
including, without limitation, those portions of the systems lying outside the
Premises; window frames, gutters and down spouts on the building, all
sidewalks, landscaping and other improvements that are a part of the Premises
or of which the Premises are a part. The Landlord shall also maintain the
heating, ventilating and air-conditioning systems servicing the Premises.
Landlord shall resurface and restripe the parking area on or adjacent to the
Premises when necessary. Landlord shall have thirty (30) days after notice from
Tenant to commence to perform its obligations under this Article 9, except that
Landlord shall perform its obligations immediately if the nature of the problem
presents a hazard or emergency situation. If the Landlord does not perform its
obligations within the time limit set forth in this paragraph, Tenant can
perform said obligations and shall have the right to be reimbursed for the
amount that Tenant actually expends in the performance of Landlord’s
obligations.  If Landlord does not
reimburse Tenant within thirty (30) days after demand from Tenant, Tenant’s
sold remedy shall be to institute suit against the Landlord, and Tenant shall
not have the right to withhold from future rent the sums Tenant has expended.


 


(b)   Tenant’s Obligations.


 


Subject to the
provisions of Sub-paragraph (a) above and Article 12, Tenant at Tenant’s sole
cost and expense shall keep in good order, condition and repair the Premises
and every part thereof including, without limitation, all Tenant’s personal
property, fixtures, signs, store fronts, plate glass, show windows, doors,
interior walls, interior ceiling, and lighting facilities.


 


If Tenant fails
to perform Tenant’s obligation as stated herein, Landlord may at its option (but
shall not be required to), enter the Premises, after ten (10) days, prior
written notice to Tenant, put the same in good order, condition and repair, and
the costs thereof together with interest thereon at the rate of ten (10%)
percent per annum shall become due and payable as additional rental to Landlord
together with Tenant’s next rental installment.


 


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10.         ALTERATIONS
AND ADDITIONS.


 


(a) Tenant
shall not, without the Landlord’s prior written consent, make any alterations,
improvements or additions in or about the Premises except for non-structural
work which does not exceed $1,000.00 in cost. As a condition to giving any such
consent, the Landlord may require the Tenant to remove any such alterations,
improvements, or additions at the expiration of the term, and to restore the Premises
to their prior condition by giving Tenant thirty (30) days written notice prior
to the expiration of the term that Landlord requires Tenant to remove any such
alterations, improvements, or additions that Tenant has made to the Premises.
If Landlord so elects, Tenant at its sole cost shall restore the Premises to
the condition designated by Landlord in its election before the last day of the
term of the Lease.


 


Before commencing
any work relating to the alterations, additions or improvements affecting the
Premises, Tenant shall notify Landlord in writing of the expected date of the
commencement of such work so that Landlord can post and record the appropriate
notices of non-responsibility to protect Landlord from any mechanic’s liens,
materialmen’s liens, or any other liens. 
In any event, Tenant shall pay when due all claims, for labor and
materials furnished to or for Tenant at or for use, in the Premises.  Tenant shall not permit any mechanic’s liens
or materialman’s liens to be levied against the Premises or any labor or
material furnished to Tenant or claimed to have been furnished to Tenant or
Tenant’s agents or contractors in connection with work of any character
performed or claimed to have been performed on the Premises by or at the
direction of Tenant.  Tenant shall have the
right to assess the validity of any such lien if, immediately on demand by
Landlord, Tenant procures and records a lien release bond meeting the
requirements of California Civil Code Section 3143 and shall provide for the
payment of any sum that the claimant may recover on the claim (together with
the costs of suit, if it is recovered in the action).


 


Unless the
Landlord requires their removal as set forth above, all alterations,
improvements or additions which are made on the Premises by the Tenant shall
become the property of the Landlord and remain upon and be surrendered with the
Premises at the expiration of the term. Notwithstanding the provisions of this
paragraph, Tenant’s trade fixtures, furniture, equipment and other machinery,
other than that which is affixed to the Premises so that it cannot be removed
without material or structural damage to the Premises, shall remain the
property of the Tenant and removed by Tenant at the expiration of the term of
this Lease.


 


11.         INSURANCE
INDEMNITY.


 


(a) Fire
Insurance.


 


Landlord at
its cost shall maintain during the term of this Lease on the Premises a policy
or policies of standard fire and extended coverage insurance to the extent of
at least ninety (90%) percent of full replacement value thereof. Said insurance
policies shall be issued in the names of Landlord and Tenant, as their
interests may appear.


 


Tenant at its
cost shall maintain during the term of this Lease on all its personal property,
Tenant’s improvements, and alterations in or about the Premises, a policy of
standard fire and extended coverage insurance, with vandalism and malicious
mischief endorsements, to the extent of their full replacement value. The
proceeds from any such policy shall be used by Tenant for the replacement of
personal property or the restoration of Tenant’s improvements or alterations.


 


(b) Liability
Insurance.


 


Tenant at its
sole cost and expense shall maintain during the term of this Lease public
liability and property damage insurance with a single combined liability limit
of five hundred thousand ($500,000.00) dollars, and property damage limits of
not less than one hundred thousand ($100,000.00) dollars, insuring against all
liability of Tenant and its authorized representatives arising out of and in
connection with Tenant’s use of occupancy of the Premises. Both public liability
insurance and property damage insurance shall insure performance by Tenant of
the indemnity provisions in Sub-paragraph (d) below, but the limits of such
insurance shall not, however, limit the liability of Tenant hereunder. Both
Landlord and Tenant shall be named as additional insureds, and the policies
shall contain cross-liability endorsements. If Tenant shall fail to procure and
maintain such insurance the Landlord may, but shall not be required to, procure
and maintain same at the expense of Tenant and the cost thereof, together with
interest thereon at the rate of ten (10%) percent per annum, shall become due
and payable as additional rental to Landlord together with Tenant’s next rental
installment.


 


(c) Waiver of
Subrogation.


 


Tenant and
Landlord each waives any and all rights of recovery against the other, or
against the officers, employees, agents, and representatives of the other, for
loss of or damage to such waiving party or its property or the property of
others under its control, where such loss or damage is insured against under
any insurance policy in force at the time of such loss or damage. Each party
shall cause each insurance policy obtained by it hereunder to provide that the
insurance company waives all right of recovery by way of subrogation against
either party in connection with any damage covered by any such policy.


 


(d) Hold
Harmless.


 


Tenant shall
indemnify and hold Landlord harmless from and against any and all claims
arising from Tenant’s use or occupancy of the Premises or from the conduct of
its business or from any activity, work, or things which may be permitted or
suffered by Tenant in or about the Premises including all damage, costs,
attorney’s fees, expenses and liabilities incurred in the defense of any claim
or action or proceeding arising therefrom. Except for Landlord’s willful or
grossly negligent conduct, Tenant hereby assumes all risk of damage to property
or injury to person in or about the Premises from any cause, and Tenant hereby
waives all claims in respect thereof against Landlord.


 


(e) Exemption
of Landlord from Liability.


 


Except for
Landlord’s willful or grossly negligent conduct, Tenant hereby agrees that
Landlord shall not be liable for any injury to Tenant’s business or loss of
income therefrom or for damage to the goods, wares, merchandise, or other
property of Tenant, Tenant’s employees, invitees, customers or any other person
in or about the Premises; nor shall Landlord be liable for injury to the person
of Tenant. Tenant’s employees, agents, contractors, or invitees, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air-conditioning, or lighting
fixtures, or from any other cause, whether such damage results from conditions
arising upon the Premises or upon other portions of the building in which the
Premises are a part, or from any other sources or places. Landlord shall not be
liable to Tenant for any damages arising from any act or neglect of any other
tenant, if any, of the building in which the Premises are located.


 


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12.         DAMAGE
OR DESTRUCTION.


 


(a) Damage -
Insured.


 


If, during the
term of this Lease, the Premises and/or the building and the improvements in
which the Premises are located are totally or partially destroyed rendering the
Premises totally or partially inaccessible or unusable and such damage or
destruction was caused by a casualty covered under an insurance policy required
to be maintained hereunder, Landlord shall restore the Premises and/or the
building and other improvements in which the Premises are located into
substantially the same condition as they were in immediately before such damage
or destruction, provided that the restoration can be made under the existing
laws and can be completed within one hundred twenty (120) working days after
the date of such destruction or damage. Such destruction or damage shall not terminate
this Lease.


 


If the
restoration cannot be made in said 120 day period, then within fifteen (15)
days after the parties hereto determine that the restoration cannot be made in
the time stated in this paragraph, Tenant may terminate this Lease immediately
by giving notice to Landlord and the Lease will be deemed cancelled as of the
date of such damage or destruction. If Tenant fails to terminate this Lease and
the restoration is permitted under the existing laws, Landlord, at its option,
may terminate this Lease or restore the Premises and/or any other improvements
in which the Premises are located within a reasonable time and this Lease shall
continue in full force and effect. If the existing laws do not permit the
restoration, either party can terminate this Lease immediately by giving notice
to the other party.


 


Notwithstanding
the above, if the Tenant is the insuring party and if the insurance proceeds
received by Landlord are not sufficient to effect such repair, Landlord shall
give notice to Tenant of the amount required in addition to the insurance
proceeds to effect such repair. Tenant may, at Tenant’s option, contribute the
required amount, but upon failure to do so within thirty (30) days following
such notice, Landlord’s sole remedy shall be, at Landlord’s option and with no
liability to Tenant, to cancel and terminate this Lease. If Tenant shall
contribute such amount to Landlord within said thirty (30) day period, Landlord
shall make such repairs as soon as reasonably possible and this Lease shall
continue in full force and effect.  Tenant shall in no event have any right to
reimbursement for any amount so contributed.


 


(b) Damage -
Uninsured.


 


In the event
that the Premises are damaged or destroyed by a casualty which is not covered by
the fire and extended coverage insurance which is required to be carried by the
party designated in Article 11(a) above, then Landlord shall restore the same;
provided that if the damage or destruction is to an extent greater than ten
(10%) percent of the then replacement cost of the improvements on the Premises (exclusive
of Tenant’s trade fixtures and equipment and exclusive of foundations and
footings), then Landlord may elect not to restore and to terminate this Lease.
Landlord must give to Tenant written notice of its intention not to restore
within thirty (30) days from the date of such damage or destruction and, if not
given, Landlord shall be deemed to have elected to restore and in such event
shall repair any damage as soon as reasonably possible. In the event that
Landlord elects to give such notice of Landlord’s intention to cancel and
terminate this Lease, Tenant shall have the right, within ten (10) days after
receipt of such notice, to give written notice to Landlord of Tenant’s
intention to repair such damage at Tenant’s expense, without reimbursement from
Landlord, in which event the Lease shall continue in full force and effect and
Tenant shall proceed to make such repairs as soon as reasonably possible. If
the Tenant does not give such notice within such 10 day period, this Lease
shall be cancelled and be deemed terminated as of the date of the occurrence of
such damage or destruction.


 


(c) Damage
Near the End of the Term.


 


If the
Premises are totally or partially destroyed or damaged during the last twelve
(12) months of the term of this Lease, Landlord may, at Landlord’s option,
cancel and terminate this Lease as of the date of the cause of such damage by
giving written notice to Tenant of Landlord’s election to do so within 30 days
after the date of the occurrence of such damage; provided, however, that, if
the damage or destruction occurs within the last 12 months of the term and if
within fifteen (15) days after the date of such damage or destruction Tenant
exercises any option to extend the term provided herein, Landlord shall restore
the Premises if obligated to do so as provided in subparagraph (a) or (b)
above.


 


(d) Abatement
of Rent.


 


If the
Premises are partially or totally destroyed or damaged and Landlord or Tenant repairs
or restores them pursuant to the provisions of this Article 12, the rent
payable hereunder for the period during which such damage, repair or
restoration continues shall be abated in proportion to the degree to which
Tenant’s reasonable use of the Premises is impaired. Except for the abatement
of rent, if any, Tenant shall have no claim against Landlord for any damages
suffered by reason of any such damage, destruction, repair or restoration.


 


(e) Trade
Fixtures and Equipment.


 


If Landlord is
required or elects to restore the Premises as provided in this Article,
Landlord shall not be required to restore Tenant’s improvements, trade
fixtures, equipment or alterations made by Tenant, such excluded items being
the sole responsibility of the Tenant to restore hereunder.


 


(f) Total
Destruction-Multitenant Building.


 


If the
Premises are a part of a multitenant building and there is destruction to the
Premises and/or the building of which the Premises are a part that exceeds
Fifty (50%) percent of the then replacement value of the Premises and/or the
building in which the Premises are a part from any cause whether or not covered
by the insurance described in Article 11 above, Landlord may, at its option, elect
to terminate this Lease (whether or not the Premises are destroyed) so long as
Landlord terminates the leases of all other tenants in the building of which
the Premises are a part, effective as of the date of such damage or
destruction.


 


13.         CONDEMNATION.


 


If the
Premises or any portion thereof are taken by the power of eminent domain, or
sold by Landlord under the threat of exercise of said power (all of which is
herein referred to as “condemnation”), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or
possession, whichever occurs first. If more than twenty (20%) percent of the
floor area of any buildings on the Premises, or more than twenty (20%) percent
of the land area of the Premises not covered with buildings, is taken by
condemnation, either Landlord or Tenant may terminate this Lease as of the date
the condemning authority takes possession by notice in writing of such election
within twenty (20) days after


 


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Landlord shall have notified Tenant of such taking or, in the absence
of such notice, then within twenty (20) days after the condemning authority
shall have taken possession.


 


If this Lease is not terminated by either Landlord or Tenant as
provided hereinabove, then it shall remain in full force and effect as to the
portion of the Premises remaining, provided that the rental shall be reduced in
proportion to the floor area of the buildings taken within the Premises as it
bears to the total floor area of all buildings located on the Premises.  In the event this Lease is not so terminated,
then Landlord agrees at Landlord’s sole cost and expense, to as soon as
reasonably possible restore the Premises to a complete unit of like quality and
character as existed prior to the condemnation.


 


All awards for the taking of any part of the Premises or any payment
made under the threat of the exercise of the power of eminent domain shall be
the property of the Landlord, whether made as compensation for the diminution
of the value of the leasehold or for the taking of the fee or as severance
damages; provided, however, that Tenant shall be entitled to any award for loss
or damage to Tenant’s trade fixtures and removable personal property.


 


Each party hereby waives the provisions of Code of Civil Procedure
1265.130 allowing either party to petition the Superior Court to terminate this
Lease in the event of a partial taking of the Premises.


 


Rent shall be abated or reduced during the period from the date of
taking until the completion of restoration by Landlord, but all other obligations
of Tenant under this Lease shall remain in full force and effect.  The abatement or reduction of the rent shall
be based on the extent to which the restoration interferes with Tenant’s use of
the Premises.


 


14.         ASSIGNMENT AND SUBLETTING.


 


Tenant shall not voluntarily or by operation of law assign, transfer,
sublet, mortgage, or otherwise transfer or encumber all or any part of Tenant’s
interest in this Lease or in the Premises without Landlord’s prior written
consent which consent shall not be unreasonably withheld.  Any attempted assignment, transfer, mortgage,
encumbrance, or subletting without such consent shall be void and shall
constitute a breach of this Lease.  If
Tenant is a corporation, any dissolution, merger, consolidation or other
reorganization of Tenant, or the sale or other transfer of a controlling
percentage of the capital stock of Tenant, or the sale of at least fifty-one
(51%) percent of the value of the assets of Tenant, shall be deemed a voluntary
assignment.  The phrase “controlling
percentage” means the ownership of, and the right to vote, stock possessing at
least fifty-one (51%) percent of the total combined voting power of all classes
of Tenant’s capital stock issued, outstanding, and entitled to vote for the
election of directors.  This paragraph
shall not apply to corporations the stock of which is traded through an
exchange or over the counter.


 


Regardless of Landlord’s consent, no subletting or assignment shall
release Tenant or Tenant’s obligation to pay the rent and to perform all other
obligations to be performed by Tenant hereunder for the term of this
Lease.  The acceptance of rent by
Landlord from any other person shall not be deemed a waiver by Landlord of any
provision hereof.  Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.


 


15.         DEFAULT.


 


(a)          Events of Default.


 


The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:


 


(1) Failure to pay rent when due, if the failure continues for five (5)
days after written notice has been given to Tenant.


 


(2) Abandonment and vacation of the Premises (failure to occupy the
Premises for fourteen (14) consecutive days shall be deemed an abandonment and
vacation).


 


(3) Failure to perform any other provision of this Lease if the failure
to perform is not cured within thirty (30) days after written notice thereof
has been given to Tenant by Landlord.  If
the default cannot reasonably be cured within said thirty (30) day period;
Tenant shall not be in default under this Lease if Tenant commences to cure the
default within the thirty (30) day period and diligently prosecutes the same to
completion. 


 


(4) The making by Tenant of any general assignment, or general arrangement
for the benefit of creditors; the filing by or against Tenant of a petition to
have Tenant adjudged a bankrupt or a petition for reorganization or arrangement
under any law relating to bankruptcy unless the same is dismissed within sixty
(60) days; the appointment of a trustee or receiver to take possession of
substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in the Lease, where possession is not restored to Tenant within thirty
(30) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in the Lease, where such seizure is not discharged within thirty (30)
days.


 


Notices given under this paragraph shall specify the alleged default
and the applicable lease provisions, and shall demand that Tenant perform the
provisions of this Lease or pay the rent that is in arrears as the case may be,
within the applicable period of time.  No
such notice shall be deemed a forfeiture or a termination of this Lease unless
Landlord so elects in the notice. 


 


(b)         Landlord’s Remedies.


 


The Landlord shall have the following remedies if Tenant commits a
default under this Lease.  These remedies
are not exclusive but are cumulative and in addition to any remedies now or
hereafter allowed by law.


 


Landlord can continue this Lease in full force and effect, and the
Lease will continue in affect so long as Landlord does not terminate Tenant’s
right to possession, and the Landlord shall have the right to collect rent when
due.  During the period that Tenant is in
default, Landlord can enter the Premises and relet them, or any part of them,
to third parties for Tenant’s account. 
Tenant shall be liable immediately to the Landlord for all costs the
Landlord incurs in reletting the Premises, including, without limitation,
brokers’ commissions, expenses of remodeling the Premises required by the
reletting, and like costs.  Reletting can
be for a period shorter or longer than the remaining term of this Lease. Tenant
shall pay to Landlord the rent due under this Lease on the dates the rent is
due, less the rent Landlord receives from any reletting.  No act by Landlord allowed by this paragraph
shall terminate this Lease unless Landlord notifies Tenant that Landlord elects
to terminate this Lease. After Tenant’s default and for so long as Landlord has
not terminated Tenant’s right to possession of the Premises, if Tenant obtains
Landlord’s consent, Tenant shall have the right to assume or sublet its
interest in the Lease, but Tenant shall not be released from liability.  Landlord’s consent to the proposed assignment
or subletting shall not be unreasonably withheld.


 


5





















 


If Landlord elects to relet the Premises as provided in this paragraph,
any rent that Landlord receives from such reletting shall apply first to the
payment of any indebtedness from Tenant to Landlord other than the rent due
from Tenant to Landlord; secondly, to all costs, including maintenance,
incurred by Landlord in such reletting; and third, to any rent due and unpaid
under this Lease.  After deducting the
payments referred to in this paragraph, any sum remaining from the rent
Landlord receives from such reletting shall be held by Landlord and applied in
payment of future rent as rent becomes due under this Lease.  In no event shall tenant be entitled to any
excess rent received by Landlord.  If, on
the date rent is due under this Lease, the rent received from the reletting is
less than the rent due on that date. 
Tenant shall pay to Landlord, in addition to the remaining rent due, all
costs, including maintenance, that Landlord shall have incurred in reletting
that remain after applying the rent received from reletting as provided in this
paragraph.


 


Landlord can, at its option, terminate Tenant’s right to possession of
the Premises at any time.  No act by
Landlord other than giving written notice to Tenant shall terminate this
Lease.  Acts of maintenance, efforts to
relet the Premises, or the appointment of a receiver on Landlord’s initiative
to protect Landlord’s interest in this Lease shall not constitute a termination
of Tenant’s right to possession.  In the
event of such termination, Landlord has the right to recover from Tenant:


 


(1)   The worth, at the time of the
award, of the unpaid rent that had been earned at the time of the termination
of this Lease;


 


(2)   The worth, at the time of the
award, of the amount by which the unpaid rent that would have been earned after
the date of the termination of this Lease until the time of the award exceeds
the amount of the loss of rent that Tenant proves could have been reasonably
avoided;


 


(3)   The worth, at the time of the
award, of the amount by which the unpaid rent for the balance of the term after
the time of the award exceeds the amount of the loss of rent that Tenant proves
could have been reasonably avoided; and


 


(4)   Any other amount, including
court costs, necessary to compensate Landlord for all detriment proximately
caused by Tenant’s default.


 


“The worth at the time of the award,” as used in (1) and (2) of this
paragraph is to be computed by allowing interest at the maximum rate an
individual is permitted by law to charge. 
“The worth at the time of the award,” as referred to in (3) of this
paragraph is to be computed by discounting the amount at the discount rate of
the Federal Reserve Bank of San Francisco at the time of the award, plus one
(1%) percent.


 


If Tenant is in default under the terms of this Lease, Landlord shall
have the additional right to have a receiver appointed to collect rent and
conduct Tenant’s business.  Neither the
filing of a petition for the appointment of a receiver nor the appointment
itself shall constitute an election by Landlord to terminate this Lease.


 


Landlord at any time after Tenant commits a default, can cure the
default at Tenant’s cost and expense.  If
Landlord at any time, by reason of Tenant’s default, pays any sum or does any
act that requires the payment of any sum, the sum paid by Landlord shall be due
immediately from Tenant to Landlord at the time the sum is paid, and if paid at
a later date shall bear interest at the maximum rate an individual is permitted
by law to charge from the date the sum is paid by Landlord until Landlord is
reimbursed by Tenant.  The sum, together
with interest thereon, shall be considered additional rent.


 


16.         SIGNS.


 


Tenant shall not have the right to place, construct or maintain any
sign, advertisement, awning, banner, or other exterior decorations on the
building or other improvements that are a part of the Premises without Landlord’s
prior, written consent, which consent shall not be unreasonably withheld.


 


17.         EARLY POSSESSION.


 


In the event that the Landlord shall permit Tenant to occupy the
Premises prior to the commencement date of the term of this Lease, such
occupancy shall be subject to all the provisions of this Lease.  Said early possession shall not advance the
termination date of this Lease.


 


18.         SUBORDINATION.


 


This Lease, at Landlord’s option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the real property of which the Premises are a part and to
any and all advances made on the security thereof and to all renewal,
modifications, and extensions thereof. Notwithstanding any such subordination,
Tenant’s right to quiet possession of the Premises shall not be disturbed if
Tenant is not in default and so long as Tenant shall pay the rent and observe
and perform all the other provisions of this Lease, unless this Lease is
otherwise terminated pursuant to its terms. 
If any mortgagee, trustee, or ground lessor shall elect to have this
Lease prior to the lien of its mortgage or deed of trust or ground lease, and
shall give written notice thereof to Tenant, this Lease shall be deemed prior
to such mortgage, deed of trust or ground lease, whether this Lease is dated
prior to or subsequent to the date of such mortgage, deed of trust or ground
lease, or the date of recording thereof. 
Tenant agrees to execute any documents requiring to effect such
subordination or to make this Lease prior to the lien of any mortgage, deed of
trust, or ground lease, as the case may be, and failing to do so within ten
(10) days after written demand from Landlord does hereby make, constitute and
irrevocably appoint Landlord as Tenant’s attorney in fact and in Tenant’s name,
place and stead to do so.


 


19.         SURRENDER.


 


On the last day of the term hereof, or on any sooner termination,
Tenant shall surrender the Premises to Landlord in good condition, broom clean,
ordinary wear and tear accepted.  Tenant
shall repair any damage to the Premises occasioned by its use thereof, or by
the removal of Tenant’s trade fixtures, furnishings and equipment which repair
shall include the patching and filling of holes and repair of structural
damage.  Tenant shall remove all of its
personal property and fixtures on the Premises prior to the expiration of the
term of this Lease and if required by Landlord pursuant to Article 10(a) above,
any alterations, improvements or additions made by Tenant to the Premises.  If Tenant fails to surrender the Premises to
Landlord on the expiration of the Lease as required by this paragraph, Tenant
shall hold Landlord harmless from all damages resulting from Tenant’s failure
to vacate the Premises, including, without limitation, claims made by any
succeeding tenant resulting from Tenant’s failure to surrender the Premises.


 


20.         HOLDING OVER.


 


If the Tenant, with the Landlord’s consent, remains in possession of the
Premises after the expiration or termination of the term of this Lease, such
possession by Tenant shall be deemed to be a tenancy from month-to-month at a
rental in the amount of the last monthly rental plus all other charges payable
hereunder, upon all the provisions of this Lease applicable to month-to-month
tenancy.


 


6





















 


21.         BINDING ON SUCCESSORS AND ASSIGNS.


 


The terms, conditions and
covenants of this Lease shall be binding upon and shall inure to the benefit of
each of the parties hereto, their heirs, personal representatives, successors
and assigns.


 


22.         NOTICES.


 


Whenever under this Lease a
provision is made for any demand, notice or declaration of any kind, it shall
be in writing and served either personally or sent by registered or certified
United States mail, postage prepaid, addressed at the addresses set forth below:


 


	
  TO
  LANDLORD AT:

  	
  Microwave
  Holdings, LLC

  	
   

  	
  TENANT
  AT:

  	
  AML
  Communications, Inc.

  
	
  3350
  Scott Blvd., Bldg: 25

  	
   

  	
  1000
  Avenida Acaso

  
	
  Santa
  Clara, CA 95054

  	
   

  	
  Camarillo,
  CA 93012

  



 


Such
notices shall be deemed to be received within forty-eight (48) hours from the
time of mailing, if mailed as provided for in this paragraph.


 


23.         LANDLORD’S
RIGHT TO INSPECTION.


 


Landlord
and Landlord’s agent shall have the right to enter the Premises at reasonable
times for the purpose of inspecting same, showing the same to prospective
purchasers or lenders, and making such alterations, repairs, improvements or
additions to the Premises or to the building of which the Premises are a part
as Landlord may deem necessary or desirable. 
Landlord may at any time place on or about the Premises any ordinary “For
Sale” signs and Landlord may at any time during the last one hundred twenty
(120) days of the term of this Lease place on or about the Premises any
ordinary “For Sale or Lease” signs, all without rebate of rent or liability to
Tenant.


 


24.         CHOICE OF LAW.


 


This
Lease shall be governed by the laws of the state where the Premises are
located.


 


25.         ATTORNEY’S
FEES.


 


If
either Landlord or Tenant becomes a party to any litigation or arbitration
concerning this Lease, the Premises, or the building or other improvements in
which the Premises are located, by reason of any act or omission of the other
party or its authorized representatives, and not by reason of any act or
omission of the party that becomes a party to that litigation or any act or
omission of its authorized representatives, the party that causes the other
party to become involved in the litigation shall be liable to that party for
reasonable attorney’s fees and court costs incurred by it in the litigation.


 


If
either party commences an action against the other party arising out of or in
connection with this Lease, the prevailing party shall be entitled to have and
recover from the losing party reasonable attorney’s fees and costs of suit.


 


26.         LANDLORD’S
LIABILITY.


 


The
term “Landlord” as used in this Lease shall mean only the owner or owners at
the time in question of the fee title or a Lessee’s interest in a ground lease
of the Premises, and in the event of any transfer of such title or interest,
Landlord herein named (and in case of any subsequent transfers to the then
successor) shall be relieved from and after the date of such transfer of all
liability in respect to Landlord’s obligations thereafter to be performed.  The obligations contained in this Lease to be
performed by Landlord shall be binding upon the Landlord’s successors and
assigns, only during their respective periods of ownership.


 


27.         WAIVERS.


 


No
waiver by Landlord of any provision hereof shall be deemed a waiver of any
other provision hereof or of any subsequent breach by Tenant of the same or any
other provision. Landlord’s consent to or approval of any act shall not be
deemed to render unnecessary the obtaining of Landlord’s consent to or approval
of any subsequent act by Tenant.  The
acceptance of rent hereunder by Landlord shall not be a waiver of any preceding
breach by Tenant of any provision hereof, other than the failure of Tenant to
pay the particular rent so accepted, regardless of Landlord’s knowledge of such
preceding breach at the time of its acceptance of such rent.


 


28.         INCORPORATION
OF PRIOR AGREEMENTS.


 


This
Lease contains all agreements of the parties with respect to any matter
mentioned herein.  No prior agreement or
understanding pertaining to any such matter shall be effective.  This Lease may be modified only in writing,
and signed by the parties in interest at the time of such modification.


 


29.         TIME.


 


Time
is of the essence of this Lease.


 


30.         SEVERABILITY.


 


The
unenforceability, invalidity, or illegality of any provision of this Lease
shall not render the other provisions hereof unenforceable, invalid or illegal.


 


31.         ESTOPPEL
CERTIFICATES.


 


Each
party, within ten (10) days after notice from the other party, shall execute
and deliver to the other party a certificate stating that this Lease is
unmodified and in full force and effect, or in full force and effect as
modified, and stating the modification. 
The certificate shall also state the amount of minimum monthly rent, the
dates to which rent has been paid in advance, and the amount of any security
deposit or prepaid rent, if any, as well as acknowledging that there are not,
to that party’s knowledge, any uncured defaults on the part of the other party,
or specifying such defaults, if any, which are claimed. Failure to deliver such
a certificate within the ten (10) day period shall be conclusive


 


7





















 


upon
the party failing to deliver the certificate to the benefit of the party
requesting the certificate that this Lease is in full force and effect, that
there are no uncured defaults hereunder, and has not been modified except as
may be represented by the party requesting the certificate.


 


32.         COVENANTS
AND CONDITIONS.


 


Each
provision of this Lease performable by Tenant shall be deemed both a covenant
and a condition.


 


33.         SINGULAR
AND PLURAL.


 


When
required by the context of this Lease, the singular shall indicate the plural.


 


34.         JOINT
AND SEVERAL OBLIGATIONS.


 


“Party”
shall mean Landlord and Tenant; and if more than one person or entity is the
Landlord or Tenant, the obligations imposed on that party shall be joint and
several.


 


35.         OPTION
TO EXTEND.


 


Provided
that Tenant shall not then be in default hereunder, Tenant shall have the
option to extend the term of this Lease for 1 additional 1 year periods upon
the same terms and conditions herein contained, except for fixed minimum
monthly rentals, upon delivery by Tenant to Landlord of written notice of its
election to exercise such option(s) at lease ninety (90) days prior to the
expiration of the original (or extended) term hereof.  The parties hereto shall have thirty (30)
days after the Landlord receives the option notice in which to agree on the
minimum monthly rental during the extended term(s).  If the parties agree on the minimum monthly
rent for the extended term(s) during the period, they shall immediately execute
an amendment to this Lease stating the minimum monthly rent.  In the event that there is more than one
option to extend the term of this Lease, the parties hereto shall negotiate the
minimum monthly rent as set forth herein for each extended term of this Lease.  If the parties hereto are unable to agree on
the minimum monthly rent for the extended term(s) within said thirty (30) day
period, the option notice shall be of no effect and this Lease shall expire at
the end of the term.  Neither party to
this Lease shall have the right to have a court or other third party set the
minimum monthly rent.


 


36.         ADDENDUM.


 


Any
addendum attached hereto and either signed or initialled by the parties shall
be deemed a part hereof and shall supersede any conflicting terms or provisions
contained in this Lease.


 


The
parties hereto have executed this Lease on the date first above written.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  By:

  	
    Microwave
  Holdings, LLC

  	
   

  	
  By:

  	
     AML
  Communications, Inc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Marina Bujatti

  	
   

  	
  By:

  	
     /s/
  Jacob Inbar

  	
   

  



 


NOTICE:  The
California Department of Justice, sheriff’s departments, police departments
serving jurisdictions of 200,000 or more and many other local law enforcement
authorities maintain for public access a data base of the locations of persons
required to register pursuant to paragraph (1) of subdivision (a) of Section 290.4
of the Penal Code.  The data base is
updated on a quarterly basis and is a source of information about the presence
of these individuals in any neighborhood. 
The Department of Justice also maintains a Sex Offender Identification
Line through which inquiries about individuals may be made.  This is a “900” telephone service.  Callers must have specific information about
individuals they are checking. 
Information regarding neighborhoods is not available through the “900”
telephone service.


 


8