Attornment Agreement

Exhibit
    10.3.2

    ATTORNMENT
      AGREEMENT

    


    


    This
      ATTORNMENT AGREEMENT (this "Agreement")
      is
      made as of August 1, 2005, by and between LBA REALTY FUND-HOLDING CO. I, LLC,
      a
      Delaware limited liability company ("Master
      Landlord"), and
      AMERICAN TECHNOLOGY CORPORATION, a Delaware corporation ("Subtenant").

     

    RECITALS:

     

    A. Reference
      is made to that certain Lease Agreement dated August 14, 1996 between
      Scientific-Atlanta, Inc., a Georgia corporation ("Original
      Landlord") and
      Global Associates, Ltd., a Virginia corporation ("Original
      Tenant"), as
      amended by that certain Lease Amendment dated October 23, 1996, that certain
      Second Amendment to Office Lease dated January 24, 1997, and that certain Second
      Amendment to Lease Agreement and Reinstatement of Lease dated August 15, 1998
      (collectively, the "Master
      Lease"), whereby
      Original Tenant leased certain premises located at 13112 Evening Creek Drive,
      South, San Diego, California. Master Landlord is the successor-in-interest
      to
      Original Landlord.

     

    B. Pursuant
      to that certain Amended and Restated Sublease Agreement dated September 1,
      2000,
      by and between Subtenant and Smiths Industries Aerospace & Defense Systems,
      Inc., a Delaware corporation, the successor-in-interest to Original Tenant
      under
      the Master Lease, as amended by that certain First Amendment to Amended and
      Restated Sublease Agreement dated January 1, 2004 (collectively, the
"Sublease"),
      Subtenant
      leased a portion of the Master Premises containing approximately 23,548 rentable
      square feet, as more particularly described in the Sublease. Master Landlord's
      predecessor-in-interest, Bedford Property Investors, Inc., consented to the
      Sublease pursuant to that certain Consent to Sublease dated May 11, 2004 (the
      "Consent").

     

    C. The
      Master Lease terminated as of August 1, 2005. Pursuant to Section 6 of the
      Consent, the Sublease expires concurrently with the Master Lease. However,
      Master Landlord and Subtenant desire to continue the Sublease as a direct lease
      between Master Landlord and Subtenant upon the terms and conditions set forth
      herein.

     

    D. All
      terms
      not otherwise expressly defined herein shall have the respective meanings given
      in the Sublease.

     

    AGREEMENT:

     

    1. Attornment.
      Master
      Landlord hereby succeeds to the "Sublandlord's" interest under the Sublease,
      and
      Subtenant hereby attorns to Master Landlord, as if the Sublease were a direct
      lease between Master Landlord and Subtenant, upon the terms set forth herein.
      Subtenant shall commence making payments of Rent under the Sublease to Master
      Landlord as of August 1, 2005, at the address set forth in Section 2.4 below.
      Master Landlord shall undertake


    
      
        
        

      

      
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    the
      obligations of the Sublandlord under the Sublease first arising after August
      1,
      2005, but Master Landlord shall not (i) be liable for any
      prepayment
      of more than one (1) month's rent or any security deposit paid by Subtenant
      to
      the prior Sublandlord, (ii) be liable for any
      act
      or
      omission of the prior Sublandlord under the Sublease or for any default or
      breach of any covenant, condition, representation or warranty of the prior
      Sublandlord under the Sublease, (iii) be subject to any defenses or offsets
      which Subtenant may have against the prior Sublandlord, (iv) be bound by any
      changes or modifications made to the Sublease without the written consent of
      Master Landlord or (v) be bound by any obligation to pay brokerage commissions
      or improvement allowances or otherwise improve or fixturize the
      Premises.

     

    2. Amendments
      to Sublease. The
      Sublease is amended as follows:

     

    2.1 Premises.
      Pursuant
      to Section 19 of the First Amendment to Amended and Restated Sublease Agreement
      dated January 1, 2004, Subtenant previously exercised its reduction option.
      Effective as of August 1, 2005, such reduction option is rescinded, and the
      square footage of the Premises, the Base Rent and Subtenant's Proportionate
      Share of Operating Expenses are restored to the amounts set forth in Sections
      5,
      7 and 8, respectively, of said First Amendment.

     

    2.2 Term.
      The Term of the Sublease shall end on December 31, 2005; however, if neither
      party has given the other party written notice to the contrary by December
      1,
      2005, then commencing January 1, 2006, the Term shall continue on a
      month-to-month basis, with either party having the right to terminate the Lease
      by giving the other party at least thirty (30) days prior written notice of
      the
      desired termination date.

     

    2.3 Holding
      Over.
      Subtenant shall surrender possession of the Premises immediately upon the
      expiration of the Term. If Subtenant, or any party under Subtenant claiming
      rights to the Sublease, shall continue to occupy or possess the Premises after
      such expiration, then such tenancy shall be a tenancy at sufferance upon all
      of
      the provisions of the Sublease, except that Base Rent shall increase upon the
      expiration of the Term to an amount equal to two hundred percent (200%) of
      the
      Base Rent for the Premises in effect immediately prior to such expiration.
      If
      Subtenant fails to surrender the Premises upon such expiration, Subtenant shall
      indemnify, defend and hold Master Landlord harmless from and against all loss,
      damage, cost (including attorneys' fees) and liability resulting from or arising
      out of Subtenant's failure to surrender the Premises, including, but not limited
      to, any amounts required to be paid to any
      tenant
      or
      prospective tenant who was to have occupied the Premises after the expiration
      of
      the Term and any related attorneys' fees and brokerage commissions.

     

    2.4
      Notice.
      All
      notices to Master Landlord under the Sublease shall be addressed as follows
      (or
      such other address as Master Landlord shall notify Subtenant): LBA Realty
      Fund-Holding Co. I, LLC, c/o LBA Realty, 17901 Von Karman Avenue, Suite 950,
      Irvine, CA 92614, Attention: Mr. Steven R. Layton.

     

    2.5
      Conflicts.
      Except
      as otherwise provided in this Agreement, the Sublease remains in full force
      and
      effect. If there is any conflict or inconsistency between the terms of the
      Sublease, the Consent and this Agreement, the terms of this Agreement shall
      control.


    
      
        
        

      

      
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    3. General
      Provisions.

    


    3.1 Brokerage
      Commission.
      Subtenant agrees that under no circumstances shall Master Landlord be liable
      for
      any brokerage commission or other charge or expense in connection with the
      Sublease and Subtenant agrees to protect, defend, indemnify and hold Master
      Landlord harmless from the same and from any cost or expense (including, but
      not
      limited to, attorney's fees) incurred by Master Landlord in resisting any claim
      for any such brokerage commission.

    


    3.2 Controlling
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      and
      governed by the laws of the State of California.

    


    3.3 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      their heirs, successors and assigns, subject to the limitations on the
      assignment of Subtenant's interest under the Sublease.

    


    3.4 Captions.
      The
      paragraph captions utilized herein are in no way intended to interpret or limit
      the terms and conditions hereof, rather, they are intended for purposes of
      convenience only.

    


    3.5 Partial
      Invalidity.
      If any
      term, provision or condition contained in this - Agreement shall, to any extent,
      be invalid or unenforceable, the remainder of this Agreement, or the application
      of such term, provision or condition to persons or circumstances other than
      those with respect to which it is invalid or unenforceable, shall not be
      affected thereby, and each and every other term, provision and condition of
      this
      Agreement shall be valid and enforceable to the fullest extent possible
      permitted by law.

    


    3.6 Attorney's
      Fees.
      If
      either party commences litigation against the other for the specific performance
      or interpretation of this Agreement, for damages for the breach hereof or
      otherwise for enforcement of any remedy hereunder, the parties hereto agree
      to
      and hereby do waive any right to a trial by jury to the extent permitted by
      law
      and, in the event of any such commencement of litigation, the prevailing party
      shall be entitled to recover from the other party such costs and reasonable
      attorneys' fees as may have been incurred.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement as of
      the
      day
      and year first above written.

    


    
      
        	 	
                "Master
                  Landlord":

              	 	 	 	 
	 	 	 	 	 	 
	 	
                LBA
                  REALTY FUND-BOLDING CO. I, LLC,

                a
                  Delaware limited liability company

              	 	 


      

       

      
        
          	 	 	 	 	 	 
	 	
                  By:

                	
                  LBA Realty
                    Fund, L.P.,

                  a
                    Delaware limited partnership 

                	 
	 	 	 
	 	 	
                  its
                    Manager

                	 	 	 


        

         

        
          
            	 	 	 	 	 	 
	 	 	
                    By:

                  	
                    LBA
                      Management Company, LLC, 

                    a
                      Delaware limited liability company, 

                  
	 	 	 
	 	 	 	
                    its
                      General Partner

                  	 


          

           

          
            
              	 	 	 	 	 	 
	 	 	 	
                      By:

                    	
                      LBA,
                        Inc.,

                      a
                        California corporation, 

                      its
                        Manager

                    
	 	 	 	 


            

             

            
              
                	 	 	 	 	 	 
	 	 	 	 By:	
                        /s/
                          Steven Briggs

                      
	 	 	 	 	
                        Name:
                          Steven Briggs

                      
	 	 	 	 	
                        Title:
                          Authorized Signatory

                      


              

               

              
                
                  	 	 	 	 	 	 
	 	
                          "Subtenant":

                        	 	 	 	 
	 	 	 	 	 	 
	 	
                          AMERICAN
                            TECHNOLOGY CORPORATION, 

                          a
                            Delaware corporation

                        	 	 


                

                 

                
                  	 	 	 	 	 	 
	 	
                          By:

                        	
                          /s/
                            Michael A. Russell

                        	 
	 	 	
                          Name:
                            Michael A. Russell

                        	 
	 	 	
                          Title:
                            CFO

                        	 
	 	 	 	 	 	 
	 	
                          By:

                        	
                          /s/
                            Kalani Jones

                        	 	 	 
	 	 	
                          Name:
                            Kalani Jones

                        	 
	 	 	
                          Title:
                            COO

                        	 


                

              

            

          

        

      

    

    


    '"NOTE:

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

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

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

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

     

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