Exhibit 10.1


Lease Agreement Between


Catalyst
Semiconductor (Thailand) Co., Ltd. and


Stars
Microelectronics (Thailand) Public Company Limited


1.                                       Parties


This Lease is made and
entered into this 01st day of March, 2007 by Stars Microelectronics (Thailand) Public
Company Limited, hereinafter referred to as “Landlord” and the Catalyst
Semiconductor (Thailand) Co., Ltd. hereinafter 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 commonly known as Stars
Microelectronics factory II, Bangpa-in, with approximately 73 square meters at
initial phase and expanding to 836 square meter at full phase as per following
schedule, hereinafter called the “premises.”


 




	
   

  	
   

  	
  Total

  	
   

  	
  Store

  	
   

  	
  Office

  	
   

  	
  10K
  Class Operation

  	
   

  	
  100K
  Class Operation

  	
   

  	
  General
  Support

  	
   

  	
   

  
	
  Phase I

  	
   

  	
  73

  	
   

  	
  —

  	
   

  	
  20

  	
   

  	
  53

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1 March 2007

  
	
  Phase II

  	
   

  	
  789

  	
   

  	
  100

  	
   

  	
  152

  	
   

  	
  53

  	
   

  	
  368

  	
   

  	
  116

  	
   

  	
  1 Sept 2007

  
	
  Phase III

  	
   

  	
  836

  	
   

  	
  100

  	
   

  	
  152

  	
   

  	
  100

  	
   

  	
  368

  	
   

  	
  116

  	
   

  	
  1 April 2008

  






3.                                       Term


The term of this Lease
shall be for 5 years commencing on March 1st, 2007, and ending on March
1st 2012 unless sooner terminated pursuant to any provisions hereof by mutual
agreement in written form.


4.                                       Rent


Tenant shall pay to
Landlord as rent for the premises, monthly payments in advance on the fifteenth
day of each month as follows:


374,775 Baht/month for
initial phase or 475 Baht/month x actual space arranged for Tenant.


Rent shall be payable in
lawful money of Thai Baht to Landlord at:


Stars Microelectronics
(Thailand) Public company limited, Bangpa-in industrial estate (EPZ) 586 moo2,
Tambol Klongjig, Amphur Bangpa-in, Avudthaya 13160, Thailand.


or at such other places
as Landlord may designate in writing


 

















 


5.                                       Security Deposit


Tenant shall deposit with
Landlord upon execution hereof, one months rent of 374,775 Baht/month for
initial phase or 475 Baht/month x actual space arranged for Tenant as security
for Tenant’s faithful performance of Tenant’s obligations hereunder.  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, apply
or retain all or any portion of said deposit for the payment of any rent or
other charge in default or for the payment of any other sum to which landlord
may become obligated by reason of Tenant’s default, or to compensate Landlord
for any loss or damage which Landlord may suffer thereby.


If Tenant performs all of
Tenant’s obligations hereunder, said deposit, or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of
interest or other increment for its use, to Tenant at the expiration of the
term hereof, and after Tenant has vacated the premises.


No trust relationship is
created herein between Landlord and Tenant with respect to said security
deposit.


6.                                       Use


The premises shall be
used and occupied for Tenant’s office, storage and operation and related
purposes.


7.                                       Insurance


Tenant at its sole cost
and expense shall maintain public liability and property damage insurance in
the amount of 5,000,000 Baht insuring against all liability of Tenant and its
authorized representatives arising out of and in connection with Tenant’s use
or occupancy of the premises.


Both Landlord and Tenant
shall be named as additional insured.


Upon execution of this
Lease, Tenant is responsible for providing to the Landlord a copy of the
Certificate of lnsurance specifying the above condition.


8.                                       Water, Utilities, and Trash
Collection


Landlord shall provide
water, VAC (ventilation & air conditioning), lighting, Trash collection,
pest control, and other utility services supplied to the Premises, together
with any taxes thereon and for all connection charges.  These costs are included as part of the
Tenants monthly rental cost.


Tenant shall pay for the
monthly electricity, N2, used for machine utilization.


Tenant shall pay the
monthly cost for all telephone and other services as per Tenant requirements.


 


 


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9.                                       Maintenance and Repairs


(a)           Landlord’s Responsibility


Except for damages caused
by any negligent or intentional act or omission of Tenant, Tenant’s agents,
employees, or invitees, Landlord at its sole expense shall keep in good
condition and repair the foundations, exterior walls, and exterior roof of the
premises.  Landlord shall also deliver in
working condition and shall maintain the VAC (ventilation & air
conditioning) systems, the internal and external plumbing, electrical &
sewage systems, the outside of 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 thereof,
Landlord shall also keep in good condition and repair the following inside
areas : windows, doors, walls, ceiling, lighting fixtures, and toilet
facilities.


Landlord shall have
thirty (30) days after notice from Tenant to commence to perform its
obligations under this Article, 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 by submitting invoices to Landlord.  Landlord shall deduct amount of invoices from
Tenant’s rent.


(b)           Tenants Responsibility


Tenant shall keep in good
order and condition, baring normal wear and tear, Tenant’s personal property
and usage of the premise and common areas.


10.                                 Alterations and Additions


Tenant shall not, without
the Landlord’s prior written consent, make any alterations, improvements or
additions in or about the premises except for nonstructural work that does not
exceed 100,000.00 Baht (per Project) 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. 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. 
Any damage to the premises caused by said removal shall be repaired at
Tenant’s sole cost.


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 be removed by Tenant at the expiration of
the term of this Lease.


 


 


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11.                                 Assignment


Tenant shall not
voluntarily or by operation of law assign, transfer, sublet, mortgage, or
otherwise encumber all or any part of Tenant’s interest in this Lease or in the
premises without Landlord’s prior written consent.


12.                                 Option to Extend/Terminate


Provided that Tenant
shall not then be in default hereunder, Tenant shall have the option to extend
the term of this Lease for 3 year(s) period 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 least sixty (60) 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.  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 extended
for up to (but not more than) 6 months.


13.                                 Indemnification


Landlord agrees to defend,
indemnify, and save free and harmless the Tenant, its officers, agents, and
employees against any and all losses, injuries, claims, actions, causes of
action, judgment, and liens arisen from or alleged to have arisen from Landlord’s
performance or lack thereof, under this Lease.


14.                                 Hold Harmless


Tenant shall indemnify
and hold Landlord harmless from all damages arising out of any damage to any
person or property occurring in, on, or about the premises, or Tenant’s use of
the premises.


15.                                 Tobacco and Drug-Free Facility


Tenants Premises are a
tobacco-free facility.  Use of tobacco
(smoked or smokeless) or drugs is prohibited at all times on all areas of
Tenant’s property.


 


 


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16.                                 Governing Law/Venue Thailand


This Lease shall be
governed by the laws of Thailand.  If any
action is brought to interpret or enforce any term of this Lease, the action
shall be brought in a state or federal court situated in the County of Thailand.


17.                                 Entire Agreement


This agreement represents
the entire agreement and understandings of the parties hereto and no prior
writings, conversations or representations of any nature shall be deemed to
vary the provisions hereof.  This
agreement may not be amended in any way except by a writing duly executed by
both parties hereto.


IN
WlTNESS WHEREOF,
the parties hereto have caused this agreement to be duly executed, such parties
acting by their representatives being thereunto duly authorized.


 




	
  Catalyst Semiconductor (Thailand)

  	
   

  	
  Stars Microelectronics (Thailand)

  
	
  Co., Ltd.

  	
   

  	
  Public Company Limited.

  
	
  Bangpa-in industrial estate (EPZ)

  	
   

  	
  Bangpa-in industrial estate (EPZ)

  
	
  605-606 Moo 2,

  	
   

  	
  586 Moo 2,

  
	
  Tambol Klongjig, Amphur

  	
   

  	
  Tambol Klongjig, Amphur

  
	
  Bangpa-in, Ayudthaya 13160,

  	
   

  	
  Bangpa-in, Ayudthaya 13160,

  
	
  Thailand

  	
   

  	
  Thailand

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By (Authorized
  Signature)

  	
   

  	
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  Signature)

  
	
   

  	
   

  	
   

  
	
  Mr. Pichest
  Bonnchanya

  	
   

  	
  Mr. Polsak
  Lertputipinvo

  
	
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  Mr. Gelu Voicu

  	
   

  	
  Mr. Chong Kwen
  Sam

  
	
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