Exhibit 10.1

EMPLOYMENT AGREEMENT
BETWEEN
AMERICAN SPECTRUM REALTY,
INC.
AND 
ANTHONY EPPOLITO


     By this
Employment Agreement (“Agreement”) dated January 1st , 2012 (the
“Effective Date”), AMERICAN SPECTRUM REALTY,
INC. (“ASR”), located at 2401 Fountain View,
Suite 510, Houston, Texas 77057 employs ANTHONY EPPOLITO
(“Eppolito”).

    
ASR and Eppolito agree to establish an employment relationship pursuant
to the following terms, covenants and conditions:

ARTICLE 1
TERM OF EMPLOYMENT


    
ASR employs Eppolito and Eppolito accepts employment under this Agreement
with ASR for an additional period of three (3) months, beginning on January 1,
2012 and terminating March 31, 2012. This Agreement may be terminated earlier as
provided for in Article 7.

ARTICLE 2 
RELATIONSHIP OF THE PARTIES 

    
The parties hereby acknowledge and agree that Eppolito is an employee.
Eppolito’s title during this employment period will remain as Chief Financial
Officer (CFO) reporting to Mrs. Grainger during this three month transition.


ARTICLE 3 
VESTING OF ASR STOCK AND SALE RESTRICTIONS 

    
By entering this Agreement ASR and Eppolito agree that Eppolito will vest
all his remaining stock with ASR as of January 1, 2012. 

    
Eppolito also agrees to not sell such vested stock during the period of
this employment contract.

    
ASR is aware that Eppolito has a personal loan with Icon Bank (“the
Bank”) that is secured by this stock. Should the Bank make a margin call on
Eppolito’s personal loan, Eppolito shall not sell such stock, without ASR’s
written approval. The Bank however, can sell such stock as deemed necessary and
in accordance to the loan terms, if Eppolito were to default on his personal
loan. 

ARTICLE 4 
RESPONSIBILITIES AND EXPECTATION DURING EMPLOYMENT


   a) RESPONSIBILITIES:


Eppolito is responsible for the
following four (4) main areas: 

	               
    	a)	        	Stock Ownership Transactions and
      Forms;
		b)		Operating Partnership Unit
      Ownership Transactions and Forms;
		c)		Section 16 Reporting; (Stock
      Ownership Reporting)
		d)		
      Partnering with Mrs. Grainger to
      transition all remaining aspects of the Accounting Department to the
      Irvine office in California. 


 







Eppolito will also fully assist the
Accounting Department with the completion of the following tasks: 

	               
    	e)	        	ASR Consolidation
      Procedures;
		f)		Annual Proxy
  Statement;
		g)		2011 Annual Audit and related
      supporting schedules
		h)		10K Preparation
		i)		Annual Meeting
    Preparation;
		j)		Transferring of Permanent Files
      to Irvine, California.
		k)		All other SEC requirements as
      needed.


   b) EXPECTATIONS DURING
EMPLOYMENT: 

	        	v	        	
      Cooperation: Eppolito is to fully cooperate with the Accounting
      Department. Mr. Eppolito is to accept the recent modernization of the
      Yardi Consolidation process and work with it as the only source of
      financial statements. 

				 
		v		
      Professional behavior is to be
      displayed at all times: Eppolito is to
      conduct himself in a professional manner. Unprofessional behavior will be
      deemed “for cause” as outlined in this Agreement.

				 
		v		
      Full
      Disclosure: Eppolito agrees to keep the
      Accounting Department always informed of all transactions that he is
      engaged with. (Accounting, Financing, Reporting, Stock related,
      etc.)

				 
				
      	Eppolito will accomplish this by carbon
        copying (e-mail cc) one of more members in the Accounting Department
        (mainly Mrs. Grainger and Mr. Vahle) on all work related e-mails that he
        is engaged with. 
 
        
	Eppolito will provide copies to Accounting
        of any and all documents that he signs on behalf of ASR.
        
 
        
	Eppolito will inform the Accounting
        Department of any projects, Agreements and business discussions that he
        might have with other executives from other
    Departments.


				 
		v		
      Communication: Eppolito is to communicate to Mrs. Grainger on any
      potential issues that might affect the company and its reporting and that
      he encounters during his employment with
  ASR.



ARTICLE 5 
CONDITIONS OF COMPENSATION 

     As
compensation for services rendered to ASR during the term of this Agreement,
Eppolito shall receive a gross monthly salary of $9,000 paid
bi-monthly.

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ARTICLE 6
SEVERANCE PAY


     Provided that
Eppolito satisfactorily performs his responsibilities and meets all expectations
during his employment as outlined in Article 4, Eppolito is to receive a
severance pay equivalent to three (3) months of his regular salary. Such payment
will be transacted in accordance with the existing and current ADP payment
schedule to be paid over three months.

    
Failure to perform his duties and meet expectations as outlined in
Article 4, will result in Eppolito’s termination. Such termination will be
deemed as “for cause” and Eppolito will not be entitled to such severance Pay as
described in this article. 

ARTICLE 7
TERMINATION


    
This Agreement shall be terminated upon the occurrence of any of the
following events: 

   A) IF ASR TERMINATES THE
AGREEMENT WITH NO CAUSE: 

In the event that ASR terminates this
Agreement prior to March 31, 2012 with no cause, Eppolito will be entitled to
continued compensation as described in Article 5 through the term of this
Agreement and to the severance pay as described in Article 6. 

   B) IF ASR TERMINATES THE
AGREEMENT WITH CAUSE: 

In the event that ASR terminates this
Agreement with cause, Eppolito will not be entitled to the severance pay as
described in Article 6. 

Examples of “cause”: 

	       
    	(a)	        	Whenever Eppolito
      fails or refuses to perform faithfully and diligently the duties and
      comply with the provisions of this Agreement, as outlined in Article
      4.
		 
		(b)		Whenever Eppolito
      fails or refuses to meet expectations as outlined in Article 4 of this
      Agreement.
		 
		(c)		Whenever Eppolito
      fails or refuses to comply with the reasonable policies, standards,
      requests of ASR.
		 
		(d)		Whenever Eppolito
      refuses to obey reasonable orders or requests of ASR in a manner that
      amounts to insubordination.
		 
		(e)		Whenever Eppolito
      commits dishonest acts towards ASR including but not limited to violation
      or reckless or willful destruction of ASR's property or material
      dishonesty of any type adversely affecting ASR or its
clients.
		 
		(f)		Illegal, fraudulent or
      other conduct tending to place ASR, by reason of its employment and
      association with/or of Eppolito in disrepute.


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   C) IF EPPOLITO DECIDES TO
TERMINATE THE AGREEMENT: 

In the event that Eppolito terminates
this Agreement prior to March 31, 2012, Eppolito will not be entitled to the
severance pay as described in Article 6. 

     Upon
termination of this Agreement under any provision of the above Paragraph,
Eppolito shall be entitled to receive only the salary accrued and unpaid as of
the date of termination and shall not be entitled to any additional
compensation.

Upon termination, both ASR and Eppolito
shall be relieved of all duties and obligations under this Agreement as of the
date of termination other than to pay Eppolito the remaining and due
compensation. However, the terms and provisions of Article 9 shall survive the
termination of this Agreement for the periods set forth therein. 

ARTICLE 8
FRINGE BENEFITS


    
Upon execution of this Agreement and commencement of employment, ASR will
continue to provide Eppolito with the existing benefits he currently receives
without interruption. These include but are not limited to, fully paid personal
medical and health insurance plan for himself only, dental and vision benefits,
and participation in retirement programs.

    
ASR, at its discretion may at any time alter, modify or change these
fringe benefits offered to Eppolito. Moreover, upon termination of this
Agreement all fringe benefits to Eppolito will cease as of the date of
termination. ASR in no way will be responsible or liable to continue payment on
any fringe benefit after termination.

    
If Eppolito properly and timely elects to continue benefit coverage under
the ASR’s plans in accordance with the continuation requirements of COBRA,
Eppolito shall be entitled to elect to continue such COBRA coverage during the
COBRA period, at Eppolito’s own expense. 

ARTICLE 9 
CONDITIONS DURING EMPLOYMENT 

    
All ASR and ASR client and affiliate records, client files, intellectual
properties, or personal or regular files concerning any clients of ASR or
clients consulted, interviewed, or retained by ASR or its affiliates shall
belong to and remain the property of ASR. Any and all ASR client or affiliate
records which are the responsibility of Eppolito must be completed and
maintained in a timely fashion pursuant to ASR’s policies and procedures as well
as those timelines statutorily dictated in any particular matter. Eppolito shall
devote his full time and best efforts to the performance of duties required
under this Agreement. During the term of this Agreement, Eppolito shall not at
any time or place engage in a competing business to any extent, except with the
express approval of ASR.

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ARTICLE 10 
NON-SOLICITATION, NON-DISCLOSURE, NON-DISPARAGEMENT
AND
NON-COMPETE 

    
The parties agree that the covenants, agreements, and restrictions
(hereinafter the “covenant”) contained herein are necessary to protect the
business goodwill, business interests and the proprietary rights of ASR, its
clients and affiliates and now hereby agree and stipulate to the following:


	        	(1)	        	This covenant is an
      integral part of an enforceable agreement. An employment agreement and the
      covenants contained herein were made at the time this agreement was
      consummated by the parties hereto.
		  
		(2)		This covenant is fair
      and reasonable in its geographical area, length of time and scope of
      activity being restrained.


     Eppolito
expressly agrees that while this Agreement is in effect and for one (1) year
following the termination of this Agreement, Eppolito will not contact ASR's
clients either active or inactive at the time of termination directly or
indirectly, as an employee, agent, proprietor, partner, broker, stockholder,
officer, director, or otherwise, render any service to, on Eppolito’s own
behalf, or on behalf of any other person or entity, engage in or own a part of
any competitive business or organization or plan that would interfere by
soliciting directly or indirectly ASR's clients either active or inactive at the
time of termination, without prior written consent of ASR and the express
written consent of the client including a written acknowledgement by the client
of the existence of this Agreement and covenant. 

    
Eppolito further expressly agrees that while this Agreement is in effect
and for one (1) year following the termination of this Agreement, Eppolito will
not directly or indirectly, as an employee, agent, proprietor, partner, broker,
stockholder, officer, director, or otherwise, render any service to, on
Eppolito’s own behalf, or on behalf of any other person or entity, engage in or
own a part of any competitive business, practice, organization or plan that
would interfere or disrupt directly or indirectly ASR’s business utilizing ASR’s
clients.

    
The parties agree and acknowledge that ASR has spent considerable sums of
money and time developing good client contact and rapport and that the client
list, technology and methods developed by ASR are worth a considerable amount of
money and therefore are a benefit which ASR seeks to protect. Such protection is
hereby agreed and acknowledged by both parties as being reasonable consideration
for establishing this restricting covenant. The agreed to protection and
covenant does not extend to or attempt to restrict Eppolito's ability to work
nor does it attempt to restrict the public's access to Eppolito as an employee
but clearly restricts Eppolito's active pursuit and solicitation of ASR's
clients. 

    
Eppolito recognizes that the business interests of ASR require a
confidential relationship between ASR and its employees, and the fullest
protection and confidential treatment of its trade secrets, client list,
marketing know-how, services and other business knowledge developed, conceived
and learned by Eppolito during the course of her employment. Moreover, ASR
agrees that during Eppolito's employment, it will make available to Eppolito
that confidential information of ASR that will enable Eppolito to optimize the
performance of his duties for ASR. In exchange, Eppolito agrees to use such
confidential information solely for the benefit of ASR. Accordingly, Eppolito
agrees that, during the term of employment with ASR, Eppolito will not disclose
and will keep secret and confidential all such information including but not
limited to, trade secrets, services, marketing know-how, techniques, ASR
operations and conditions both financial or otherwise as well as all client
lists and customers (including, but not limited to, customers of ASR on whom he
called or with whom he became acquainted during the term of his employment) and
business plans and will not use the same to aid himself or others, directly or
indirectly. Eppolito further agrees that, on termination of this Agreement, he
will surrender to ASR all papers, formulas, information documents electronic
files or otherwise, writings and other original properties in his possession
relating to ASR’s business including both originals and any copies of such
material. Eppolito also agrees that he will not withhold any such documentation
from ASR. All client lists and all records pertaining ASR’s clients and other
records and books relating in any manner whatsoever to the clients and
prospective clients of ASR shall be the exclusive property of ASR. All such
books, records and collateral materials shall be immediately returned by
Eppolito to ASR upon the termination of this Agreement. Eppolito shall also
return to ASR any and all identification cards, keys, credit cards, business
documents or other documents, if any, as well as laptop computers, cellular
phones, and pagers to ASR upon termination of this Agreement.

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     Eppolito shall
not, for a period of one (1) year immediately following the termination of this
Agreement, regardless of the reasons or cause for the termination and regardless
of the party causing the termination, either directly or indirectly, (a) make
known to any individual person, corporation, entity or otherwise the names and
addresses of any of the clients of ASR or any information pertaining to them
other than those available in the public record or domain; or (b) call on,
solicit, or take away, or attempt to call on, solicit or take away any of the
clients of ASR for either Eppolito’s benefit or for any other person or entity.


     The parties
agree and acknowledge that non-solicitation of ASR's clients is applicable to
Eppolito's pursuit and solicitation of ASR's clients not the client's pursuit or
access to Eppolito. 

     Eppolito shall
not, for a period of one (1) year immediately following the termination of this
Agreement, either directly or indirectly, or as a partner, shareholder, officer,
representative, or as part of a business plan or otherwise solicit, entice, or
attempt to take away, or offer any type of employment, compensation, financial
or pecuniary gain whatsoever to any employee, contractor or professional of
ASR.

     Eppolito shall
not, for the period of his employment and for a period of one (1) year
thereafter, whether acting for himself or for any third party, disparage the
image or reputation of ASR or any of ASR's managers, officers, employees,
associates, or any other individual or entity associated with ASR. 

    
Eppolito acknowledges that he has carefully read and considered all of
the terms and conditions of this Article. Eppolito further acknowledges that
money damages would not be a measurable or adequate remedy for Eppolito’s breach
of any of the covenants contained in this Article, and, accordingly, in addition
to and without limiting any other remedy available to ASR in the event of such a
breach, Eppolito agrees to submit to the equitable jurisdiction of any court of
competent personal subject matter in connection with any action to enjoin
Eppolito from violating any such covenants. Eppolito agrees to post a cash bond
at an injunction and cease and desist any and all actions in question that arise
out of or are may be considered breach(es) of the covenants contained in this
article until a court of equitable jurisdiction can conduct a trial by jury to
adjudicate the matter. In the event that Eppolito is found to have breached any
of the terms and conditions of this Agreement, Eppolito hereby agrees to pay all
costs and expenses incurred by ASR in enforcing provisions of this Article found
to have been breached by Eppolito, including ASR’s reasonable attorney’s
fees.

ARTICLE 11
GENERAL PROVISIONS


     This Agreement constitutes the sole
agreement between the parties with respect to employment of Eppolito by ASR and
supersedes any prior understandings or written or oral agreements between the
parties respecting that subject matter. 

The waiver by either party of a breach
or violation of any provision of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach of any provision of this
Agreement. 

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     All notices
required or permitted to be given under this Agreement will be sufficient if
furnished in writing, sent by certified mail to his last known residence with
respect to Eppolito or to its principal office in Houston, Texas, in the case of
ASR. It is the responsibility of each party to keep the other party fully
apprised of any change in address necessary for any notices required or
permitted to be given under this Agreement. 

    
This Agreement shall be interpreted, construed, and governed according to
the laws of the State of Texas. In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision, and this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had never
been included in this Agreement. 

    
Any and all disputes, controversies, claims or demands arising out of or
relating to this Agreement or any provision hereof, whether in contract, tort or
otherwise, at law or in equity, for damages or any other relief, shall be
resolved by binding arbitration pursuant to the Texas Arbitration Act in
accordance with the Commercial Arbitration Rules then in effect with the
American Arbitration Association. Any such arbitration proceeding shall be
conducted in Harris County, Texas. This arbitration provision shall be
enforceable in either federal or state court in Harris County, Texas, pursuant
to the substantive federal laws established by the Texas Arbitration Act. Any
party to any award rendered in such arbitration proceeding may seek a judgment
upon the award and that judgment may be entered by any federal or state court in
Harris County, Texas having jurisdiction. 

    
ASR and Eppolito acknowledge that the services to be rendered by Eppolito
under this Agreement are unique and personal. Therefore, neither party may
assign any rights or delegate any duties under this Agreement, without the other
party’s prior written consent. If either ASR or Eppolito obtain consent to an
assignment of rights or delegation of duties, rights or duties under this
Agreement shall inure only to the benefit of the assignee or delagee named in
the written instrument, and such consent shall not be deemed as a general
consent to assignment or delegation.

    
This Agreement may be executed in several counterparts, each copy of
which shall serve as an original for all purposes, but all copies shall
constitute but one and the same agreement. 

EXECUTED ON THE EFFECTIVE DATE FIRST
WRITTEN ABOVE. 

	       /s/ Anthony
      Eppolito
	 
	ANTHONY
    EPPOLITO
	 
	 
	AMERICAN SPECTRUM REALTY,
      INC.
	 
	By:	 	/s/	Elisa Grainger
		 		 
	Printed Name: 	 	ELISA GRAINGER
	Title:		HEAD OF ACCOUNTING
	 
	By:	 	/s/	William J Carden
				 
	Printed Name: 	 	WILLIAM J.
  CARDEN
	Title:		PRESIDENT AND
  CEO



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AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
AMERICAN SPECTRUM REALTY, INC.
AND 
ANTHONY EPPOLITO


This Amendment to Employment Agreement
dated January 1, 2012 is made and entered into effective as of March 30, 2012
(“Effective Date”), between AMERICAN SPECTRUM
REALTY, INC. (“ASR”), located at 2401
Fountain View, Suite 510, Houston, Texas 77057 and ANTHONY EPPOLITO
(“Eppolito”).

The following ARTICLES of the Employment
Agreement are hereby amended as follows: 

ARTICLE 1
TERM OF EMPLOYMENT


The term of employment is hereby
extended to December 31, 2012. 

ARTICLE 3 
VESTING OF ASR STOCK AND SALE RESTRICTIONS 

The sale restrictions are hereby
deleted after July 1, 2012. 

ARTICLE 5 
CONDITIONS OF COMPENSATION 

Eppolito shall receive a bonus of
$10,000 payable April 2, 2012 if ASR’s Form 10-K is filed 

Eppolito will receive a gross monthly
salary increase effective July 1, 2012, the amount of which shall be determined
by ASR. 

EXECUTED ON THE EFFECTIVE DATE FIRST
WRITTEN ABOVE. 

	/s/ Anthony
      Eppolito
	 
	ANTHONY
    EPPOLITO
	 
	 
	AMERICAN SPECTRUM REALTY,
      INC.
	 
	 
	By:      		/s/ William J.
  Carden
	 	 	 
	Printed Name:  	WILLIAM J.
    CARDEN 
	Title:	PRESIDENT AND
  CEO



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