Exhibit
10.14


 


FIRST
AMENDMENT TO THE LEASE OF 1000 AVENIDA ACASO,


CAMARILLO,
CALIFORNIA 93012–8712


 


RECITALS


 


A.                                   For reference purposes only, this First
Amendment is dated September 19, 2002.


 


B.                                     Defined terms in the Lease are to continue to
have their same definition in this First Amendment unless modified or created
herein.


 


C.                                     This document shall be referred to as the “First Amendment” to the Lease.


 


D.                                    The Parties hereto are Parr-Bohn Properties,
Ltd. II, a California limited partnership as Lessor and AML Communications,
Inc., a Delaware corporation as Lessee.


 


E.                                      This First Amendment is to amend that certain
lease dated March 11, 1996, hereinafter collectively referred to as the “Lease.”


 


F.                                      The Lease is for the Premises commonly known
as 1000 Avenida Acaso in the city of Camarillo, county of Ventura, state of
California.


 


G.                                     Lessor and Lessee have agreed to amend the
Lease as set forth in this First Amendment.


 


FIRST
AMENDMENT


 


1.                                       Term.  The Term of the
Lease is extended for five (5) years beyond the end of the Original Term
(hereinafter referred to as the “First
Extended Term”).  The Expiration Date is now April
30, 2008.  Paragraph 50 of the lease
titled “Option(s) to Extend is hereby deleted and of no force or effect.


 


2.                                       Rent.  As of May 1,
2003 the Base Rent will no longer adjust in accordance with Paragraph 49.  To set forth rent rates for the First
Extended Term, a new Paragraph numbered 58 is added to the Lease and attached
as an addendum hereto.


 


3.                                       Landscape Maintenance.  As an
inducement and a consideration for Lessee to enter into this First Amendment,
Lessor will, at Lessor’s sole cost and expense, perform landscape maintenance
on the Premises by contracting for the work shown in the estimates attached
hereto as Exhibit A; in addition Lessor will have the trees on the Premises
trimmed.  With this one time exception,
the landscaping has been, is, and will continue to be the responsibility of the
Lessee.  The Lessee shall maintain the
landscape in a condition similar to the condition of the landscaping after
Lessor has performed this one time maintenance task


 


4.                                       Subleasing.  We refer Lessee
to the provisions of the Lease regarding subleasing, in particular Paragraph 12
and its subparagraphs, along with Paragraph 56.  A copy of the Lease will be forwarded to Lessee if
requested.  Lessor will work with Lessee
in accordance with lease terms.


 

















 


SIGNATURES


 


There are no further changes or additions to the Lease at this
time.  This First Amendment contains all
of the agreements and understandings of the Parties in respect to any matter
mentioned herein.  Nor prior agreement
or understanding pertaining to any such matter shall be effective.  This First Amendment may be modified in
writing only, signed by the parties in interest at the time of modification.  Except as otherwise modified herein, the
Lease shall remain in full force and effect.


 


THE ABOVE
IS IN ACCORDANCE WITH OUR UNDERSTANDING


AND IS
AGREED TO BY US:


 


PARR–BOHN
PROPERTIES, LTD. II, a California limited partnership


 


 


	
  By:

  	
  /s/ John M. Bohn

  	
   

  	
  Date:

  	
   Sept. 30, 2002

  	
   

  
	
  John M. Bohn, General Partner

  	
   

  



 


AML
COMMUNICATIONS, INC.
a Delaware corporation


 


 


	
  By:

  	
  /s/ Jacob Inbar

  	
   

  	
  Date:

  	
    Sept. 27,
  02

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name and Title

  	
   

  
	
  Printed:

  	
  Jacob Inbar, Pres.

  	
   

  	
   

  
								



 


2

















 





RENT ADJUSTMENT(S)


STANDARD LEASE ADDENDUM


 


	
   

  	
  Dated 
  September 19, 2002

  
	
   

  	
   

  
	
   

  	
  By and Between

  	
  (Lessor)  Parr-Bohn
  Properties, Ltd. II, a California limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  (Lessee)  AML
  Communications, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  Address of Premises: 
  1000 Avenida Acaso, Camarillo, California 93012-8712

  



 


Paragraph  58.


 


A.                                    RENT
ADJUSTMENTS:


The monthly rent
for each month of the adjustment period(s) specified below shall be increased
using the method(s) indicated below:


 


(Check
Method(s) to be Used and Fill in Appropriately)


 


ý                                   I.                                         Cost
of Living Adjustment(s) (COLA)


 


a.                                       On
(Fill in COLA Dates):  May 1,
2005, and at the beginning of each twelve (12) month period thereafter the Base Rent shall
be adjusted by the change, if any, from the Base Month specified below, in the
Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department
of Labor for (select one): ý CPI W (Urban Wage
Earners and Clerical Workers), for (Fill in Urban Area): Los Angeles-Riverside-Orange Co. All items (1982-1984
= 100), herein referred to as “CPI”.


 


b.                                      The monthly rent
payable in accordance with paragraph A.I.a. of this Addendum shall be
calculated as follows: the Base Rent of $14,509.86 effective as of May
1, 2004,
shall be multiplied by a fraction the numerator of which shall be the CPI of
the calendar month two months prior to the month(s) specified in paragraph
A.I.a. above during which the adjustment is to take effect, and the denominator
of which shall be the CPI of the calendar month which is two months prior to
(select one): ý (Fill in Other
“Base Month”): May 2004. The sum so calculated shall constitute the new monthly
rent hereunder, but in no event, shall any such new monthly rent be less than
the rent payable for the month immediately preceding the rent adjustment.


 


c.                                       In the event the
compilation and/or publication of the CPI shall be transferred to any other
governmental department or bureau or agency or shall be discontinued, then the
index most nearly the same as the CPI shall be used to make such
calculation.  In the event that the
Parties cannot agree on such alternative index, then the matter shall be
submitted for decision to the American Arbitration Association in accordance
with the then rules of said Association and the decision of the arbitrators
shall be binding upon the parties.  The
cost of said Arbitration shall be paid equally by the Parties.


 


d.                                      It
is agreed that the Cost of Living Adjustment for each COL Adjustment Date will
not be less than 2% nor more than 6% of the base rent.


 


	
  o

  	
  II.

  	
  Market Rental Value
  Adjustment(s) (MRV)

  	
  /s/ JMB

  	
   

  	
  /s/ JI

  



 


a.  On (Fill in MRV Adjustment Date(s): none
during the First Extended Term the Base Rent shall be adjusted to the
“Market Rental Value” of the property as follows:


 


1)  Four
months prior to each Market Rental Value Adjustment Date described above, the
Parties shall attempt to agree upon what the new MRV will be on the adjustment
date.  If agreement cannot be reached
within thirty days, then:


 


(a)  Lessor and Lessee shall immediately
appoint a mutually acceptable appraiser or broker to establish the new MRV
within the next thirty days.  Any
associated costs will be split equally between the Parties, or


 


(b)  Both Lessor and Lessee shall each
immediately make a reasonable determination of the MRV and submit such
determination, in writing, to arbitration in accordance with the following
provisions:


 


(i) Within fifteen days thereafter, Lessor and
Lessee shall each select an ý appraiser (“Consultant” - check one) of their choice
to act as an arbitrator.  The two
arbitrators so appointed shall immediately select a third mutually acceptable
Consultant to act as a third arbitrator.


 


(ii) The Three arbitrators shall within thirty days
of the appointment of the third arbitrator reach a decision as to what the
actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV
is the closest thereto.  The decision of
a majority of the arbitrators shall be binding on the Parties.  The submitted MRV which is determined to be
the closest to the actual MRV shall thereafter be used by the Parties.


 


(iii) If either of the Parties fails to appoint an
arbitrator within the specified fifteen days, the arbitrator timely appointed
by one of them shall reach a decision on his or her own, and said decision
shall be binding on the Parties.


 


(iv) The entire cost of such arbitration shall be
paid by the party whose submitted MRV is not selected, ie. the one that is NOT
the closest to the actual MRV.


 


2) 
Notwithstanding the foregoing, the new MRV shall not be less than the
rent payable for the month immediately preceding the rent adjustment.


 


b.  Upon the
establishment of each New Market Rental Value:


 


1)  the new
MRV will become the new “Base Rent” for the purpose of calculating any further
Adjustments, and


2)  the first
month of each Market Rental Value term shall become the new ‘Base Month’ for
the purpose of calculating any further Adjustments.


 


 




	
  Initials:

  	
  JMB

  	
   

  	
  Initials:

  	
  JI

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


For this form, write: American
Industrial Real Estate Association, 700 S. Flower Street, Suite 600,

Los Angeles, Calif. 90017




	
  ©1997 - American Industrial Real
  Estate Association

  	
   

  	
  REVISED

  	
  FORM RA-2-3/97E

  






 


1

















 


ý                                   III.                                 Fixed
Rental Adjustment(s) (FRA)


 


The Base Rent shall be increased to the
following amounts on the dates set forth below: 


 


	
  On (Fill in FRA Adjustment Date(s)):

  	
   

  	
  The New
  Base Rent shall be:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May
  1, 2003

  	
   

  	
  $

  	
  12,008.16

  	
   

  
	
  May
  1, 2004

  	
   

  	
  $

  	
  14,509.86

  	
   

  
	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
  $

  	
   

  



 


B.                                    NOTICE:


 


Unless specified
otherwise herein, notice of any such adjustments, other than Fixed Rental
Adjustments, shall be made as specified in paragraph 23 of the Lease.


 


 




	
  Initials:

  	
  JMB

  	
   

  	
  Initials:

  	
  JI

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


2

















 


EXHIBIT A


 





 


JF LANDSCAPING MAINTENANCE JOB ESTIMATE

P.O. BOX 1801


Camarillo, Ca. 93011


(805) 482-9368


 


 


TO:                        AML
Communications


 


DATE:         September  06, 2002


 


COST ESTIMATE FOR ADDITIONAL
MISCELLANEOUS WORK


 


	
  ESTIMATE
  #1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Cut 6 inches of ivy
  between well and ivy in the area in front of the Building as well as on the
  right side of the building (along Adolfo) .

  	
   

  	
   

  
	
  2.

  	
   

  	
  On Adolfo side of the
  street cut ivy around the Trees as well as remove The dead bushes.

  	
  $

  	
  550.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESTIMATE
  #2

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Cut all ivy evenly
  along the Adolfo side of the street.

  	
   

  	
   

  
	
  2.

  	
   

  	
  Remove ivy around each
  tree.

  	
   

  	
   

  
	
  3.

  	
   

  	
  Remove all dead bushes.

  	
   

  	
   

  
	
  4.

  	
   

  	
  Trim all bushes to
  measure approximately 3-4 feet tall, (Please note, all of this work is to
  take place between the street Adolfo and the parking lot area).

  	
  $

  	
  2380.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESTIMATE
  #3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Trim all bushes in the
  parking lot area, to measure approximately 3-4 feet tall.

  	
   

  	
   

  
	
  2.

  	
   

  	
  Remove all ivy around
  the light posts.

  	
   

  	
   

  
	
  3.

  	
   

  	
  Trim all bushes around
  the electric box, to measure approximately 3-4 feet tall.

  	
  $

  	
  1150.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESTIMATE
  #4

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Trim all bushes along
  the building on the parking lot side. 
  Bushes should measure the 10 measure approximately 3-4 feet tall.

  	
   

  	
   

  
	
  2.

  	
   

  	
  In the area where the
  Fire Dept. valves are located, trim all the ivy around the trees and the
  bushes.

  	
  $

  	
  420.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE TOTAL AMOUNT DUE FOR EACH JOB IS DUE UPON
  COMPLETION, BE ADVISED THAT THE PRICE INCLUDES REMOVAL OF CLIPPINGS TO THE
  DUMP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TOTAL COST ESTIMATE

  	
  $

  	
  4500.00

  	
   

  
							



 


 


	
  I agree to the cost and
  authorize work.

  	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name