Exhibit 10









Exhibit

10.01




 




EMPLOYMENT

AGREEMENT




 




This EMPLOYMENT

AGREEMENT (the “Agreement”), dated as of October 15, 2001, is entered

into between American Spectrum Realty, Inc., a Maryland corporation (the “Company”)

and Harry A. Mizrahi (“Executive”).




 




Recitals




 




A.            The Company is a corporation

intended to be qualified and to operate as a real estate investment trust under

the Internal Revenue Code of 1986, as amended.




 




B.            The Company wishes to employ

Executive and Executive wishes to be employed by the Company, on the terms and

conditions set forth below.




 




THEREFORE, the

parties agree as follows:




 




1.             Employment Duties.

During the Term (as defined in paragraph 2 below), the Company will employ

Executive as its Chief Operating Officer and Senior Vice President. Executive

will devote substantially all of his business time and attention to the

performance of his duties under this Agreement. Executive shall have the

duties, rights and responsibilities normally associated with his position with

the Company, together with such other reasonable duties which are commensurate

with his position relating to the operation of the business of the Company and

its affiliates as may be assigned to him from time to time by the President or

Chief Executive Officer of the Company or by the Board of Directors. Such

duties shall include being responsible for the Company’s interaction with the

public capital markets including, research coverage activities; investor

relations, Company branding and public relations initiatives; trading exchange relationships

including, the American Stock Exchange and related specialists; and, working

with the Chief Executive Officer and with the Board of Directors.  With respect to public capital markets

activities, Executive will be responsible for corporate debt issuance through

private or public placement, publicly or privately placed preferred stock,

publicly or privately placed common stock, and/or other forms of corporate

capital.  In addition, Executive will

work in conjunction with the Chief Executive Officer and Senior Vice President

Investments, for sourcing and negotiating Company acquisitions, including

portfolios and individual assets, and dispositions, including travel to support

these activities.  If the Company shall

so request, Executive shall act as an officer and/or director of any of the

subsidiaries of the Company as they may now exist or may be established by the

Company in the future without any compensation other than that provided for in

paragraph 3.




 




2.             Term. The term of

Executive’s employment under this Agreement (the “Term”) will begin on

the date of this Agreement and will continue, subject to the termination

provisions set forth in paragraph 5 below, until the first anniversary of the

date hereof, provided that this Agreement will automatically renew for

additional one year periods unless either party gives written notice to the

other not to extend the Term not less than 90 days prior to the then next

upcoming expiration date.




 




3.             Salary and Bonus.




 




a.             Salary. During each year of

the Term, Executive will receive a salary at the initial annual rate of

$204,500 (the “Base Salary). The Base Salary will be adjusted for each




 




 





























 




completed property

purchase and the revised Base Salary will be paid beginning with the first pay

period following a property acquisition that increases the cost for all of the

Company’s real property above the thresholds as follows:




 




	

  Cost of Completed Property

  Purchased


  	

   


  	

  Revised Annualized Compensation


  
	

  Over $269 million but

  less that $750 million


  	

   


  	

  $623.70 for each $1,000,000

  in increased cost of the Company’s real property


  
	

  Over $750 million


  	

   


  	

  $504,500


  





 




For purposes of the above

calculation of the “Property Cost” it shall be assumed that the “Property Cost”

of the real property currently owned by the Company is $269,000,000.




 




b.             Bonus. In addition to the

Base Salary, the Executive shall be entitled to an annual incentive bonus

payable within 120 days after the end of each year ended December 31 in an

amount which shall be determined in the sole discretion of the Board of

Directors taking into account such factors concerning the performance of the

Company and Executive and Executive’s overall compensation level, as shall be

determined by the Board of Directors. The amount of the incentive bonus shall

be determined in the sole discretion of the Board of Directors and Executive

shall not be entitled to any incentive bonus unless and until such incentive

bonus is approved by the Board of Directors.




 




4.             Fringe Benefits. In

addition to the other compensation payable pursuant to this Agreement, during

the Term:




 




a.             Standard Benefits. Executive

will be entitled to receive such fringe benefits and perquisites, including

medical and life insurance, as are generally made available from time to time

to senior management employees and Executives of the Company and to participate

in any pension, profit–sharing, stock option or similar plan or program

established from time to time by the Company for the benefit of its senior

management employees.




 




b.             Vacation and Sick Leave.

Executive will be entitled to such periods of paid vacation (not less than

three weeks per year) and sick leave allowance each year that are consistent

with the Company’s vacation and sick leave policy for senior management.




 




c.             Business Expenses. The

Company will pay or reimburse Executive for all business–related expenses

incurred by Executive in the course of his performance of duties under this

Agreement, subject to the procedures established by the Company from time to

time with respect to incurrence, substantiation, reasonableness and approval,

including without limitation dues, meeting expenses and travel costs for

professional organizations not to exceed  $10,000.00 per calendar year.




 




d.             Stock Options. Executive

shall be entitled to participate in employee stock plans from time to time

established for the benefit of employees of the Company in accordance with the

terms and conditions of such plans. Simultaneously with the closing of the

consolidation of the Company pursuant to the Company’s Registration Statement

on Form S–4, Executive shall receive (i) pursuant to and subject to the

Company’s 2001 Omnibus Stock  Plan (the

“Plan”), a stock option grant for 50,000 shares of restricted common stock. The

options shall be exercisable as follows: (i)




 




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50% on the date hereof at

an option exercise price of $15.00 per share and (ii) 50% on April 15, 2002 at

an option exercise price equal to the price that the stock is trading on April

15, 2002 or if there is no established market, at the fair market value of the

stock as determined by the Board of Directors in its sole discretion.  Executive has previously received a grant of

35,000 shares of restricted common stock pursuant to the Plan which shares

shall be subject to repurchase by the Company on termination of Executive’s

employment for Cause or by the Executive without Good Reason prior to October

15, 2002 for a price of $.01 per share, which repurchase option shall lapse in

its entirety on October 14, 2002. Notwithstanding the foregoing, stock options

granted to Executive shall become fully exercisable and repurchase restrictions

on stock grants shall lapse in full upon (i) a Change of Control of the

Company (as defined herein) or (ii) Executive’s termination of employment by

Executive with Good Reason or by the Company without Cause, and Executive shall

have one (1) year from such termination, or remaining 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 his

death and upon 30 days’ prior written notice given by the Company in the event

Executive is determined to be “permanently disabled” (as defined below).




 




b.             For Cause. The Company may

terminate Executive’s employment under this Agreement for “Cause” (as defined

below) upon providing Executive written notice of termination, which notice

will describe in detail the basis of such termination and will become effective

immediately after Executive’s receipt thereof unless Executive (i) cures to the

satisfaction of the Board of Directors the alleged violation or other

circumstance which was the basis of such termination within such thirty (30)

day notice period or (ii) sends, within thirty (30) days, written notice to the

Board disputing in good faith the existence of Cause and requesting arbitration

of such dispute pursuant to paragraph 9 below. During the pendency of the

arbitration, Executive will continue to receive all compensation and benefits

to which he is entitled hereunder but shall have no duties or authority in

connection with any activities of the Company. 

If the Company is not successful in obtaining a determination by the

arbitrators that there was Cause for termination, the Company will pay

Executive’s reasonable expenses, including, without limitation, reasonable

attorneys’ fees and disbursements, in connection with such dispute resolution

and Executive may elect to terminate his employment and shall receive the payments

and benefits set forth in paragraph 6(b) as if his employment were terminated

without Cause.  If the Company is

successful in obtaining a determination by the arbitrators that there was Cause

for termination, the Executive shall pay the Company’s expenses, including

without limitation, reasonable attorneys’ fees and disbursements, in connection

with such dispute resolution.




 




c.             For Good Reason. Executive

may terminate his employment under this Agreement for “Good Reason” (as defined

below) upon providing the Company 30 days’ prior written notice of termination,

which notice will detail the basis of such termination and will become

effective on the 30th day after the Company’s receipt thereof, unless the

Company cures the alleged violation or other circumstance which was the basis

of such termination within such 30–day notice period; provided that any

termination pursuant to (d)(iii)(C) of the definition of Good Reason shall be

made by notice given not more than 60 days after the effective date of the

Change of Control (as defined below).




 




 




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d.             Definitions. For purposes of

this Agreement:




 




(i)            Executive will be deemed “permanently

disabled” if he becomes unable to discharge his normal duties as

contemplated under this Agreement for more than six consecutive months as a

result of incapacity due to mental or physical illness as determined by a

physician acceptable to Executive and the Company and paid by the Company,

whose determination will be final and binding. If Executive and the Company are

unable to agree on a physician, Executive and the Company will each choose one

physician who will mutually choose the third physician, whose determination

will be final and binding.




 




(ii)           “Cause” means either (A) a

breach by Executive of any material provisions of this Agreement, but only if,

after notice provided in subparagraph (b) above, Executive fails to cure such

breach, (B) action by Executive constituting willful misconduct in connection

with performing his duties as set forth by the Board of Directors or as

established by law based on Executive’s position with the Company, (C) an act

of fraud, misappropriation of funds or embezzlement by Executive in connection

with his employment hereunder; or (D) Executive is convicted of, pleads

guilty to or confesses any felony.




 




(iii)

         “Good Reason” means the

occurrence of any of the following, without the prior written consent of

Executive: (A) a breach by the Company of any of its material obligations under

this Agreement, but only if after expiration of the 30 day notice period

provided in subparagraph (c) above, the Company fails to cure such breach or

(B) a Change of Control as herein defined, or (C) the withdrawal without

Executive’s consent of any material part of Executive’s responsibilities,

duties or authority as previously discharged or as set forth in this Agreement

or (D) the harassment of Executive intended, designed or which would have the

foreseeable effect of causing Executive to resign or abandon Executive’s employment

with Company or (E) change of location of Company’s offices where Executive is

currently employed to a location more than thirty miles from such location.




 




(iv)                              “Change of Control” means the

occurrence of




 




(a)           An acquisition (other than directly

from the Company) of any voting securities of the Company (the “Voting

Securities”) by any “Person” (as the term person is used for purposes of

Section 13(d) or 14(d) of the Exchange Act) immediately after which such Person

has “Beneficial Ownership” (within the meaning of Rule 13d–3 promulgated

under the Exchange Act) of fifty percent (50%) or more of the combined voting

power of the Company’s then outstanding Voting Securities; provided, however,

in determining whether a Change in Control has occurred, Voting Securities

which are acquired in a “Non–Control Acquisition” (as hereinafter

defined) shall not constitute an acquisition which would cause a Change in

Control. A “Non–Control Acquisition” shall mean an acquisition by (a) an

employee benefit plan (or a trust forming a part thereof) maintained by (i) the

Company or (ii) any corporation or other Person of which a majority of its

voting 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 or

other Person the majority of its voting power or its voting equity securities

is owned, directly or indirectly, by William J. Carden or 




 




 




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John N. Galardi or

(iv) any Person in connection with a “Non–Control Transaction” (as

hereinafter defined);




 




(b)           The individuals who, as of the date

of this Agreement, are members of the Board (the “Incumbent Board”), cease for

any reason to constitute at least two-thirds of the members of the Board; provided,

however,  that if the election,

or nomination for election by the Company’s common stockholders, of any new

director was approved by a vote of at least two–thirds of the Incumbent

Board, such new director shall, for purposes of this Plan, be considered as a

member of the Incumbent Board; provided, however, that no

individual shall be considered a member of the Incumbent Board if such

individual initially assumed office as a result of either an actual or

threatened “Election Contest” (as described in Rule 14a–11 promulgated

under the Exchange Act) or other actual or threatened solicitation of proxies

or consents by or on behalf of a Person other than the Board (a “Proxy Contest”)

including by reason of any agreement intended to avoid or settle any Election

Contest or Proxy Contest; or




 




(c)           Approval by stockholders of the

Company of:




 




(i)            A merger, consolidation or

reorganization involving the Company, unless such merger, consolidation or

reorganization is a “Non–Control Transaction” a “Non–Control

Transaction” shall mean a merger, consolidation or reorganization of the

Company where:




 




(A)          the stockholders of the Company,

immediately before such merger, consolidation or reorganization, own, directly

or indirectly immediately following such merger, consolidation or

reorganization, at least fifty percent (50%) of the combined voting power of

the outstanding voting securities of the corporation resulting from such merger

or consolidation or reorganization (the “Surviving Corporation”) in

substantially the same proportion as their ownership of the Voting Securities

immediately before such merger, consolidation or reorganization,




 




(B)           the individuals who were members of

the Incumbent Board immediately prior to the execution of the agreement

providing for such merger, consolidation or reorganization, constitute at least

two–thirds of the members of the board of directors of the Surviving

Corporation, or a corporation beneficially directly or indirectly owning a

majority 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 a

part thereof) maintained by the Company, the Surviving Corporation, or any

Subsidiary, or (iv) any Person who, immediately prior to such merger,

consolidation or reorganization had Beneficial Ownership of thirty percent

(30%) or more of the then outstanding Voting Securities has Beneficial Ownership

of thirty percent (30%) or more 




 




 




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of the combined

voting power of the Surviving Corporation’s then outstanding voting securities.




 




(ii)           A complete liquidation or dissolution

of the Company; 




 




or




 




(iii)          The sale or other disposition of all

or substantially all of the assets of the Company to any Person (other than a

transfer to a Subsidiary).




 




Notwithstanding

the foregoing, a Change in Control shall not be deemed to occur solely because

any Person (the “Subject Person”) acquired Beneficial Ownership of more

than the permitted amount of the then outstanding Voting Securities as a result

of the acquisition of Voting Securities by the Company which, by reducing the

number of Voting Securities outstanding, increases the proportional number of

shares Beneficially Owned by the Subject Person, provided that if a Change in

Control would occur (but for the operation of this sentence) as a result of the

acquisition of Voting Securities by the Company, and after such share

acquisition by the Company, the Subject Person becomes the Beneficial Owner of

any additional Voting Securities which increases the percentage of the then

outstanding Voting Securities Beneficially Owned by the Subject Person, then a

Change in Control shall occur.  In no

event shall stock option ownership be considered in calculating Change of

Control.




 




6.             Benefits Upon Termination.




 




a.             Termination with Cause or

Resignation. Upon termination of Executive’s employment by the Company for

Cause or a voluntary resignation by Executive (other than for Good Reason

pursuant to paragraph 5(c) above) during the Term, the Company will remain

obligated to pay Executive only the unpaid portion of his Base Salary and

benefits to the extent accrued through the effective date of termination and

reimburse Executive for all expenses. Any amount due under this 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 or in equity, all

stock options held by Executive, whether vested or unvested as of the date of

termination, shall immediately expire on the date of termination and all

unvested stock–based grants shall immediately expire.




 




b.             Termination without Cause or for

Good Reason. The Company shall also have the right to terminate Executive’s

employment without Cause. Upon termination of Executive’s employment (x) by the

Company without Cause or (y) by Executive for Good Reason, in addition to the

stock options and stock grants to be retained by Executive in accordance with

Section 4(d) hereof, Executive will be entitled to the benefits provided below,

subject to signing by Executive of a general release of claims in a form

reasonably satisfactory to the Company and Executive:




 




(i)            the Company will pay as severance

pay to Executive, in equal monthly installments over a twelve month period, an

amount (the “Severance Amount”) equal to one times the sum of the Executive’s

Base Salary and bonus for the immediately preceding calendar year or fifty

(50%) percent of the base salary if the termination is in the first calendar

year of employment (which shall be annualized if the applicable calendar year

is less than a full year);




 




 




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 (ii)          subject

to Executive making a valid election 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 months following Executive’s termination of employment or

(y) the end of the COBRA continuation period;




(iii)          pay Executive the unpaid portion of

his Base Salary and benefits to the extent accrued through the effective date

of termination and any bonus previously approved by the board for a prior year

and not yet paid; and




 




(iv)          reimburse Executive for all expenses.




 




c.             Termination Upon Death or

Permanent Disability. Upon termination of Executive’s employment upon

Executive’s death or permanent disability, in addition to the stock options and

stock grants to be retained by Executive or his estate in accordance with

Section 4(d) hereof, Executive or Executive’s estate will be entitled to the

benefits provided below, subject to signing by Executive or Executive’s estate

of a general release of claims in a form reasonably satisfactory to the

Company:




 




(i)            the Company will pay as severance

pay to Executive or Executive’s estate, in equal monthly installments over a

twelve–month period, an amount equal to the Executive’s Base Salary as in

effect on the date of termination of employment;




 




(ii)           subject to Executive making a valid

election 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 months

following Executive’s termination of employment or (y) the end of the COBRA

continuation period;




 




(iii)          pay Executive the unpaid portion of

his Base Salary and benefits to the extent accrued through the effective date

of termination and any bonus previously approved by the board for a prior year

and not yet paid; and




 




(iv)          reimburse Executive for all expenses.




 




d.             No Mitigation. Executive

will not be required to mitigate the amount of any




payment provided for in

this paragraph 6 by seeking other employment or otherwise, nor will the amount

of any payment or benefit provided for in this paragraph 6 be reduced by any

compensation earned by him as the result of employment by another employer or

by retirement benefits after the date of termination.




 




e.             Expiration

of this Agreement. In the event the Term of this Agreement expires without

having otherwise been previously terminated pursuant to paragraph 5 above or by

the Company without Cause, Executive will not be entitled to any severance

compensation whatsoever under this paragraph 6.




 




7.             No Solicitation; Confidentiality;

Competition; Cooperation.




 




a.             During the Restricted Period

(defined below), neither Executive nor any Executive–Controlled Person

(defined below) will, without the prior written consent of the Board, directly

or indirectly solicit for employment, employ in any capacity or make an

unsolicited recommendation to any other person that it employ or solicit for

employment any person who is or 




 




 




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was, at any time during

the Restricted Period, an officer, executive or employee of the Company or of

any of its affiliates. As used in this Agreement, the term “Executive–Controlled

Person” shall mean any company, partnership, firm or other entity as to

which Executive possesses, directly or indirectly, the power to direct or cause

the direction of the management and policies of such entity, whether through

the ownership of voting securities, by contract or otherwise.




 




b.             Executive acknowledges that,

through his status as Chief Operating Officer and Senior Vice President of the

Company, he has, and will have, possession of important, confidential

information and knowledge as to the business of the Company and its affiliates,

including, but not limited to, knowledge of marketing and operating strategies,

acquisition, leasing and other agreements, financial results and projections,

future plans, the provisions of other important contracts entered into by the

Company and its affiliates, possible acquisitions and similar information.

Executive agrees that all such knowledge and information constitutes a vital

part of the business of the Company and its affiliates and is by its nature

trade secrets and confidential information proprietary to the Company and its

affiliates (collectively, “Confidential Information”). Executive agrees

that he shall not, so long as the Company remains in existence, divulge,

communicate, furnish or make accessible (whether orally or in writing or in

books, articles or any other medium) to any individual, firm, partnership or

corporation, any knowledge or information with respect to Confidential

Information directly or indirectly useful in any aspect of the business of the

Company or any of its affiliates. The obligations of confidentiality set forth

herein shall not apply to any Confidential Information which is:




 




(i)            possessed by Executive prior to

receipt from the Company, other than through prior disclosure by the Company,

as evidenced by Executive’s written records;




 




(ii)           published or available to the general

public otherwise than through a breach of this Agreement or other obligation of

confidentiality by Executive;




 




(iii)          obtained by Executive from a third

party with a valid right to disclose such Confidential Information, provided

that such third party is not under a confidentiality obligation to the Company;




 




(iv)          independently developed by employees

of Executive who had no knowledge of the Company’s Confidential Information as

evidenced by Executive’s written records; or




 




(v)           required to be disclosed pursuant to

law, regulation, or court order provided, however, that Executive gives the

Company prompt, written notice prior to disclosure in order to allow that party

to take whatever action it deems necessary to protect its Confidential

Information.




 




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 the

like, on microfiche, disk or by any other means, made or compiled by or on

behalf of Executive or made available to him relating to the Company are and

shall be the Company’s property and shall be delivered to the Company promptly

upon the termination of Executive’s employment with the Company or at any other

time on request and such information shall be held confidential by Executive

after the termination of his employment with the Company.




 




 




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d.             Following Executive’s termination

of employment, Executive will cooperate with the Company, its executives, counsel

and other professional advisors (i) to the extent reasonably possible with

respect to the consummation of matters that were in progress at the time of

Executive’s termination of employment and (ii) with respect to any litigation

or regulatory matters arising out of or related to the business, operations, or

personnel of the Company (including participation in depositions, hearings and

trials, as and if deemed necessary or appropriate by the Company, execution of

appropriate affidavits and participation in interviews with Company counsel).

The Company shall compensate Executive on a reasonable basis for any services

provided by Executive pursuant to this paragraph 7(d).




 




e.             The provisions contained in this

paragraph 7 as to the time periods, scope of activities, persons or entities

affected, and territories restricted shall be deemed divisible so that, if any

provision contained in this paragraph 7 is determined to be invalid or

unenforceable, such provisions shall be deemed modified so as to be valid and enforceable

to the full extent lawfully permitted.




 




f.              Executive agrees that the

provisions of this paragraph 7 are reasonable and necessary for the protection

of the Company and that they may not be adequately enforced by an action for

damages and that, in the event of a breach thereof by Executive or any

Executive-Controlled Person, the Company shall be entitled to apply for and

obtain injunctive relief in any court of competent jurisdiction to restrain the

breach or threatened breach of such violation or otherwise to enforce

specifically such provisions against such violation, without the necessity of

the posting of any bond by the Company. Executive further covenants and agrees

that if he shall violate any of his covenants under this paragraph 7, the Company

shall not be obligated to make any payments or provide any benefits provided in

paragraph 6 and the Company shall be entitled to recover any amounts previously

paid pursuant to paragraph 6. Such a remedy shall, however, not be exclusive

and shall be in addition to any injunctive relief or other legal or equitable

remedy to which the Company is or may be entitled. Accordingly, Executive and

Company agree that they shall reimburse the prevailing party for any reasonable

attorneys’ fees and expenses that the prevailing party might incur in any

action brought to enforce this paragraph 7 if it is judicially determined that

Executive has or has not breached this paragraph 7.




 




8.             Indemnification. To

the full extent permitted by applicable law, Executive shall be defended,

indemnified and held harmless by the Company against any and all judgments,

penalties, fines, amounts paid in settlement, and other reasonable expenses

(including, without limitation, reasonable attorneys’ fees and disbursements)

actually incurred by Executive in connection with any threatened, pending or

completed action, suit or proceeding (whether civil, criminal, administrative,

investigative or other) for any action or omission in his capacity as a

director, officer or employee of the Company or any of its subsidiaries or

affiliates, but the Executive shall not be indemnified for his own gross

negligence willful misconduct or fraud. 

Indemnification under this paragraph 8 shall be in addition to, and not

in substitution of, any other indemnification by the Company of its officers

and directors.




 




9.             Arbitration. The

parties hereto will endeavor to resolve in good faith any controversy,

disagreement or claim arising between them, whether as to the interpretation,

performance or operation of this Agreement or any rights or obligations

hereunder.  If they are unable to do so,

any such controversy, disagreement or claim will be submitted to binding

arbitration, for final resolution without appeal by either party giving written

notice to the other of the existence of a dispute which it desires to have

arbitrated. The arbitration will be conducted in New 




 




 




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York, New York by a

single neutral arbitrator and win be held in accordance with the rules of the

American Arbitration Association.  The

decision and award of the arbitrators must be in writing and will be final and

binding upon the parties hereto. Judgment upon the award may be entered in any

court having jurisdiction thereof, or application may be made to such court for

a judicial acceptance of the award and an order of enforcement, as the case may

be. The expenses of arbitration will be borne in accordance with the

determination of the arbitrator with respect thereto, except as otherwise

specified in paragraph 5(b) above. Pending a decision by the arbitrator with

respect to the dispute or difference undergoing arbitration, all other

obligations of the parties will continue as stipulated herein, and all monies

not directly involved in such dispute or difference will be paid when due.




 




10.           Miscellaneous.




 




a.             Executive represents and warrants

that he is not a party to any agreement, contract or understanding, whether

employment or otherwise, which would restrict or prohibit him from undertaking

or performing employment in accordance with the terms and conditions of this

Agreement.




 




b.             The provisions of this Agreement

are severable and if any one or more provisions may be determined to be illegal

or otherwise unenforceable, in whole or in part, the remaining provisions and

any partially unenforceable provision to the extent enforceable in any

jurisdiction will remain binding and enforceable.




 




c.             The rights and obligations of the

Company under this Agreement inure to the benefit of, and will be binding on,

the Company and its successors and permitted assigns, and the rights and

obligations (other than obligations to perform services) of Executive under

this Agreement will inure to the benefit of, and will be binding upon,

Executive and his heirs, personal representatives and permitted assigns; provided,

however, that Executive shall not be entitled to assign or delegate any

of his rights and obligations under this Agreement without the prior written

consent of the Company; provided, further, that the Company shall not

have the right to assign or delegate any of its rights or obligations under

this Agreement except to a corporation, partnership or other business entity

that is, directly or indirectly, controlled by the Company.




 




d.             Any notice to be given under this

Agreement will be personally delivered in writing or will have been deemed duly

given when received after it is posted in the United States mail, postage

prepaid, registered or certified, return receipt requested, and if mailed to

the Company, will be addressed to its principal place of business, attention:

Secretary, and if mailed to Executive, will be addressed to him at his home

address last known on the records of the Company or at such other address or

addresses as either the Company or Executive may hereafter designate in writing

to the other.




 




e.             The failure of either party to

enforce any provision or provisions of this Agreement will not in any way be

construed as a waiver of any such provision or provisions as to any future

violations thereof, nor prevent that party thereafter from enforcing each and

every other provision of this Agreement. The rights granted the parties herein

are cumulative and the waiver of any single remedy will not constitute a waiver

of such party’s right to assert all other legal remedies available to it under

the circumstances.




 




 




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f.              THIS AGREEMENT WILL BE GOVERNED BY AND

CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO

CONFLICTS OF LAWS.




 




g.             Captions and paragraph headings

used herein are for convenience and are not a part of this Agreement and will

not be used in construing it.




 




IN WITNESS

WHEREOF, the parties have executed this Agreement 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/ Harry A. Mizrahi


  
	

   


  	

  HARRY A. MIZRAHI


  
						





 




 




 




 




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