OFFICE LEASE AGREEMENT CALIFORNIA Short Form Lease THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of April 1, 2005, by and between CA- LA JOLLA CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and AICI,...

OFFICE LEASE AGREEMENT
CALIFORNIA
Short Form Lease

THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of April
1, 2005, by and between CA-LA JOLLA CENTRE LIMITED PARTNERSHIP, a Delaware
limited partnership ("Landlord") and AICI, Inc., a Nevada corporation
("Tenant"). Pursuant to the terms of this Lease, Landlord agrees to lease the
Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises
from Landlord. The Lease includes the following exhibits and attachments:
Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes),
Exhibit C (Work Letter, if required), Exhibit D (Commencement Letter, if
required), Exhibit E (Building Rules and Regulations), Exhibit F (Additional
Provisions, if required), and Exhibit G (Parking Agreement).

1. Basic Lease Information

1.01 "Building" shall mean the building located at 0000 Xxxxx Xxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx, commonly known as La Jolla Centre II. "Rentable Square
Footage of the Building" is deemed to be 148,278 square feet. "Property" shall
mean the Building and the parcel(s) of land on which it is located. "Common
Areas" shall mean the portion of the Building and Property that are designated
by Landlord for the common use of tenants and others.

1.02 "Premises" shall mean the area shown on Exhibit A to this Lease. The
Premises are located on the 2nd floor and known as Suite No. 235. The "Rentable
Square Footage of the Premises" is deemed to be 896 square feet.

1.03 "Base Rent":

-------------------------- ---------------------------- ------------------------
Period Annual Rate Monthly
Per Square Foot Base Rent
-------------------------- ---------------------------- ------------------------
4/1/05 - 3/31/06 $31.80 $2,374.40
-------------------------- ---------------------------- ------------------------

1.04 "Tenant's Pro Rata Share": 0.6043%. Tenant shall pay Tenant's Pro
Rata Share of Taxes and Expenses in accordance Exhibit B of this Lease

1.05 "Base Year" for Taxes: 2005; "Base Year" for Expenses: 2005. -

1.06 "Term": A period of 12 months. Subject to Section 2, the Term shall
commence on April 1, 2005 (the "Commencement Date") and, unless terminated early
in accordance with this Lease, end on March 31, 2006 (the "Termination Date").

1.07 "Security Deposit": $2,611.84.

1.08 "Broker(s)": None.

1.09 "Permitted Use": General office use.

1.10 "Notice Addresses":

Landlord: Tenant:
CA-La Jolla Centre Limited Partnership Prior to the Commencement Date:
c/o Equity Office Management, L.L.C.
0000 Xxxxx Xxxxxx Xxxxx ___________________________
Suite 800 ___________________________
Xxx Xxxxx, Xxxxxxxxxx 00000 ___________________________
Attn: Property Manager ___________________________
___________________________

From and after the Commencement Date:

___________________________
___________________________
___________________________
___________________________
___________________________
___________________________

A copy of any notices to Landlord shall be sent to Equity Office,
One Market, 000 Xxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000, Attn: Los
Angeles Regional Counsel.

2. Possession.

2.01 Intentionally omitted.

2.02 The Premises are accepted by Tenant in "as is" condition and
configuration without any representations or warranties by Landlord. Landlord
shall not be liable for any failure to deliver possession of the Premises or any
other space due to the holdover or unlawful possession of such space by any
party. In such event, the commencement date for such space shall be postponed
until the date Landlord delivers possession of the Premises to Tenant free from
occupancy by any party.

3. Rent. Tenant shall pay Landlord, without any setoff or deduction, all Base
Rent and Additional Rent due for the Term (collectively referred to as "Rent").
"Additional Rent" means all sums (exclusive of Base Rent) that Tenant is
required to pay Landlord under this Lease. Tenant shall pay and be liable for
all rental, sales and use taxes (but excluding income taxes), if any, imposed
upon or measured by Rent. Base Rent and recurring monthly charges of Additional
Rent shall be due and payable in advance on the first day of each calendar month
without notice or demand. All other items of Rent shall be due and payable by
Tenant on or before 30 days after billing by Landlord provided that the
installment of Base Rent and Additional Rent for the first full calendar month
of the Term shall be payable upon the execution of this Lease by Tenant. Rent
shall be made payable to the entity and sent to the address Landlord designates.
Tenant shall pay Landlord an administration fee equal to 5% of all past due
Rent. In addition, past due Rent shall accrue interest at 12% per annum. Rent
for any partial month during the Term shall be prorated. No endorsement or
statement on a check or letter accompanying payment shall be considered an
accord and satisfaction. Tenant's covenant to pay Rent is independent of every
other covenant in this Lease.

4. Compliance with Laws; Use. The Premises shall be used for the Permitted Use
and for no other use whatsoever. Tenant shall comply with all statutes, codes,
ordinances, orders, rules and regulations of any municipal or governmental
entity ("Laws") regarding the operation of Tenant's business and the use,
condition, configuration and occupancy of the Premises. Tenant shall comply with
the rules and regulations of the Building attached as Exhibit E and such other
reasonable rules and regulations as adopted by Landlord from time to time.

5. Security Deposit. The Security Deposit shall be delivered to Landlord upon
the execution of this Lease by Tenant and held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of damages. Landlord may use all or a portion of the Security Deposit to satisfy
past due Rent, cure any Default (defined in Section 17), or to satisfy any other
loss or damage resulting from Tenant's Default as provided in Section 18. If
Landlord uses any portion of the Security Deposit, Tenant shall on demand
restore the Security Deposit to its original amount. Landlord shall return any
unapplied portion of the Security Deposit to Tenant within 45 days after the
later to occur of: (a) determination of the final Rent due from Tenant; or (b)
the later to occur of the Termination Date or the date Tenant surrenders the
Premises to Landlord in compliance with Section 24. Landlord shall not be
required to keep the Security Deposit separate from its other accounts. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code, or
any successor Laws now or hereafter in effect.

6. Building Services. Landlord shall furnish Tenant with the following services:
(a) water service for use in the base building lavatories; (b) customary heat
and air conditioning in season during standard Building service hours, although
Tenant shall have the right to receive HVAC service during hours other than
standard service hours by paying Landlord's then standard charge for additional
HVAC service and providing such reasonable prior notice as is specified by
Landlord; (c) standard janitor service; (d) elevator service; and (e)
electricity. Electricity used by Tenant in the Premises shall, at Landlord's
option, be paid for by Tenant either: (i) through inclusion in Expenses (except
as provided for excess usage); (ii) by a separate charge payable by Tenant to
Landlord; or (iii) by separate charge billed by the applicable utility company.
Tenant's use of electrical service shall not exceed the standard usage for the
Building. Landlord's failure to furnish, or any interruption, diminishment or
termination of, services due to the application of Laws, the failure of any
equipment, the performance of repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure (defined in Section
25.02) shall not render Landlord liable to Tenant, constitute a constructive
eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from
the obligation to fulfill any covenant or agreement.

7. Leasehold Improvements. All improvements in and to the Premises, including
any Alterations (defined in Section 8.02) (collectively, "Leasehold
Improvements") shall remain upon the Premises at the end of the Term without
compensation to Tenant, provided that Tenant, at its expense, in compliance with
the National Electric Code or other applicable Laws, shall remove, on or before
the Termination Date, any electronic, fiber, phone and data cabling and related
equipment (collectively, "Cable") installed by or for the benefit of Tenant. In
addition, Landlord, by written notice to Tenant at least 30 days prior to the
Termination Date, may require Tenant, at its expense, to remove any Landlord
Work or Alterations that, in Landlord's reasonable judgment, are not standard
office improvements and are of a nature that would require material removal and
repair costs (collectively referred to as "Required Removables"). Tenant shall
repair any damage caused by the installation or removal of the Cable or Required
Removables.

8. Repairs and Alterations.

8.01 Tenant shall periodically inspect the Premises to identify any
conditions that are dangerous or in need of maintenance or repair and shall
promptly provide Landlord with notice of any such conditions. Tenant shall, at
its sole cost and expense, promptly perform all maintenance and repairs to the
Premises that are not Landlord's express responsibility under this Lease, and
shall keep the Premises in good condition and repair, reasonable wear and tear
excepted. If Tenant fails to make any repairs to the Premises for more than 15
days after notice from Landlord (although notice shall not be required in an
emergency), Landlord may make the repairs, and Tenant shall pay the reasonable
cost of the repairs, together with an administrative charge in an amount equal
to 10% of the cost of the repairs. Landlord shall perform all maintenance and
repairs upon the: (a) structural elements of the Building; (b) mechanical,
electrical, plumbing and fire/life safety systems serving the Building in
general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the
Building; and (f) elevators serving the Building. Tenant hereby waives any and
all rights under and benefits of subsection 1 of Section 1932, and Sections 1941
and 1942 of the California Civil Code, or any similar or successor Laws now or
hereinafter in effect.

8.02 Tenant shall not make alterations, repairs, additions or improvements
or install any Cable (collectively referred to as "Alterations") without first
obtaining the written consent of Landlord in each instance, which consent shall
not be unreasonably withheld. In order to obtain such approvals, Tenant shall
furnish Landlord with plans and specifications; names of contractors acceptable
to Landlord; required permits and approvals; evidence of contractor's and
subcontractor's insurance in amounts reasonably required by Landlord and naming
Landlord and the Landlord Related Parties as an additional insured; and any
security for performance in amounts reasonably required by Landlord. Tenant
shall reimburse Landlord for any sums paid by Landlord for third party
examination of Tenant's plans for Alterations. In addition, Tenant shall pay
Landlord a fee for Landlord's oversight and coordination of any Alterations
equal to 10% of the cost of the Alterations. Upon completion, Tenant shall
furnish "as-built" plans for Alterations, completion affidavits and full and
final waivers of lien.

9. Entry by Landlord. Landlord may enter the Premises to inspect or show the
Premises, to clean and make repairs, alterations or additions and to perform or
facilitate maintenance, repairs, alterations or additions to any portion of the
Building. Except in emergencies or to provide Building services, Landlord shall
provide Tenant with reasonable prior verbal notice of entry. Entry by Landlord
shall not constitute a constructive eviction or entitle Tenant to an abatement
or reduction of Rent.

10. Assignment and Subletting. Tenant shall not, directly or indirectly, assign,
sublease, transfer or encumber any interest in this Lease or allow any third
party to use any portion of the Premises (collectively or individually, a
"Transfer") without the prior written consent of Landlord, which consent shall
not be unreasonably withheld if Landlord does not exercise its recapture rights.
Any attempted Transfer in violation of this Article shall be a Default by Tenant
and shall, at Landlord's option, be void. Within 15 business days after receipt
of executed copies of the transfer documentation and such other information as
Landlord may request, Landlord shall either: (a) consent to the Transfer by
execution of a consent agreement in a form reasonably designated by Landlord;
(b) refuse to consent to the Transfer; or (c) recapture the portion of the
Premises that Tenant is proposing to Transfer. If Landlord exercises its right
to recapture, the Lease shall automatically be amended to delete the applicable
portion of the Premises effective on the proposed effective date of the
Transfer. Tenant hereby waives the provisions of Section 1995.310 of the
California Civil Code, or any similar or successor Laws, now or hereinafter in
effect, and all other remedies, including, without limitation, any right at law
or equity to terminate this Lease, on its own behalf and, to the extent
permitted under all applicable Laws, on behalf of the proposed transferee. In no
event shall any Transfer release or relieve Tenant from any obligation under
this Lease. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord's
review of any requested Transfer. Tenant shall pay Landlord, as Additional Rent,
50% of all rent and other consideration which Tenant receives as a result of a
Transfer that is in excess of the Rent payable to Landlord for the portion of
the Premises and Term covered by the Transfer. If Tenant is in Default, Landlord
may require that all sublease payments be made directly to Landlord, in which
case Tenant shall receive a credit against Rent in the amount of Tenant's share
of payments received by Landlord.

11. Liens. Tenant shall not permit mechanics or other liens to be placed upon
the Property or Premises in connection with any work purportedly done by or for
the benefit of Tenant or its transferees. Tenant shall, within 10 days of notice
from Landlord, fully discharge any lien by settlement or by bonding or insuring
over the lien in the manner prescribed by Law. Tenant's failure to fully
discharge the lien within such 10 day period shall be a Default. In addition to
any other remedies available to Landlord as a result of such Default by Tenant,
Landlord may bond, insure over or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord, including, without
limitation, reasonable attorneys' fees.

12. Indemnity and Waiver of Claims. Except to the extent caused by the
negligence or willful misconduct of Landlord or the Landlord Related Parties
(defined below), Tenant shall indemnify, defend and hold Landlord and the
Landlord Related Parties harmless against and from all liabilities, obligations,
damages, penalties, claims, actions, costs, charges and expenses, including,
without limitation, reasonable attorneys' fees and other professional fees (if
and to the extent permitted by Law), which may be imposed upon, incurred by or
asserted against Landlord or any of the Landlord Related Parties by any third
party and arising out of or in connection with any damage or injury occurring in
the Premises or any acts or omissions of Tenant or any of Tenant's officers,
employees or agents (collectively the "Tenant Related Parties") or any of their
transferees, contractors or licensees. Except to the extent caused by the
negligence or willful misconduct of Tenant or the Tenant Related Parties,
Landlord shall indemnify, defend and hold Tenant harmless against and from all
liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including, without limitation, reasonable attorneys' fees and
other professional fees (if and to the extent permitted by Law), which may be
imposed upon, incurred by or asserted against Tenant or any of the Tenant
Related Parties by any third party and arising out of or in connection with any
acts or omissions of Landlord or any of the Landlord Related Parties. Tenant
hereby waives all claims against and releases Landlord and its trustees,
members, principals, beneficiaries, partners, officers, directors, employees,
Mortgagees and agents (the "Landlord Related Parties") from all claims for any
injury to or death of persons, damage to property or business loss in any manner
related to (a) acts of God, (b) acts of third parties, (c) the bursting or
leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or
failure of any security services, personnel or equipment, or (e) any matter
outside of the reasonable control of Landlord.

13. Insurance. Tenant shall maintain the following insurance ("Tenant's
Insurance"): (a) Commercial General Liability Insurance applicable to the
Premises and its appurtenances providing, on an occurrence basis, a minimum
combined single limit of $2,000,000.00; (b) Property/Business Interruption
Insurance written on an All Risk or Special Cause of Loss form, with coverage
for broad form water damage including earthquake sprinkler leakage, at
replacement cost value and with a replacement cost endorsement covering all of
Tenant's business and trade fixtures, equipment, movable partitions, furniture,
merchandise and other personal property within the Premises ("Tenant's
Property") and any Leasehold Improvements performed by or for the benefit of
Tenant; (c) Workers' Compensation Insurance as required by Law and in amounts as
may be required by applicable statute and Employers Liability Coverage of at
least $1,000,000.00 per occurrence. Any company writing Tenant's Insurance shall
have an A.M. Best rating of not less than A-VIII. All Commercial General
Liability Insurance policies shall name Landlord (or its successors and
assigns), the managing agent for the Building (or any successor), Equity Office
Properties Trust, EOP Operating Limited Partnership and their respective
members, principals, beneficiaries, partners, officers, directors, employees,
and agents, and other designees of Landlord and its successors as the interest
of such designees shall appear, as additional insureds. In addition, Landlord
shall be named as a loss payee with respect to Property/Business Interruption

Insurance on the Leasehold Improvements. All policies of Tenant's Insurance
shall contain endorsements that the insurer(s) shall give Landlord and its
designees at least 30 days' advance written notice of any cancellation,
termination, material change or lapse of insurance. Tenant shall provide
Landlord with a certificate of insurance evidencing Tenant's Insurance prior to
the earlier to occur of the Commencement Date or the date Tenant is provided
with possession of the Premises, and thereafter as necessary to assure that
Landlord always has current certificates evidencing Tenant's Insurance.

14. Subrogation. Landlord and Tenant hereby waive and shall cause their
respective insurance carriers to waive any and all rights of recovery, claims,
actions or causes of action against the other for any loss or damage with
respect to Tenant's Property, Leasehold Improvements, the Building, the
Premises, or any contents thereof, including rights, claims, actions and causes
of action based on negligence, which loss or damage is (or would have been, had
the insurance required by this Lease been carried) covered by insurance. For the
purposes of this waiver, any deductible with respect to a party's insurance
shall be deemed covered by and recoverable by such party under valid and
collectable policies of insurance.

15. Casualty Damage. Landlord, by notice to Tenant within 60 days of the date of
the fire or other casualty (a "Casualty"), shall have the right to terminate
this Lease if all or any part of the Premises is damaged to the extent that it
cannot reasonably be repaired within 120 days after the date of the Casualty. If
this Lease is not terminated, Landlord shall promptly and diligently restore the
Premises. Such restoration shall be to substantially the same condition that
existed prior to the Casualty, except for modifications required by Law.
However, in no event shall Landlord be required to spend more than the insurance
proceeds received by Landlord. Upon notice from Landlord, Tenant shall assign or
endorse over to Landlord (or to any party designated by Landlord) all property
insurance proceeds payable to Tenant under Tenant's Insurance with respect to
any Leasehold Improvements performed by or for the benefit of Tenant; provided
if the estimated cost to repair such Leasehold Improvements exceeds the amount
of insurance proceeds received by Landlord from Tenant's insurance carrier, the
excess cost of such repairs shall be paid by Tenant to Landlord prior to
Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also
pay Landlord for any additional excess costs that are determined during the
performance of the repairs. Landlord shall not be liable for any inconvenience
to Tenant, or injury to Tenant's business, resulting in any way from the
Casualty or the repair thereof. Provided that Tenant is not in Default, during
any period of time that all or a material portion of the Premises is rendered
untenantable as a result of a Casualty, the Rent shall xxxxx for the portion of
the Premises that is untenantable and not used by Tenant. The provisions of this
Lease, including this Section 15, constitute an express agreement between
Landlord and Tenant with respect to any and all damage to, or destruction of,
all or any part of the Premises, the Building, the Property or the Project, and
any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the
California Civil Code, with respect to any rights or obligations concerning
damage or destruction in the absence of an express agreement between the
parties, and any similar or successor Laws now or hereinafter in effect, shall
have no application to this Lease or any damage or destruction to all or any
part of the Premises, the Building or the Property.

16. Condemnation. Either party may terminate this Lease if any material part of
the Premises is taken or condemned for any public or quasi-public use under Law,
by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord
shall also have the right to terminate this Lease if there is a Taking of any
portion of the Building or Property which would have a material adverse effect
on Landlord's ability to profitably operate the remainder of the Building. The
terminating party shall provide written notice of termination to the other party
within 45 days after it first receives notice of the Taking. The termination
shall be effective as of the effective date of any order granting possession to,
or vesting legal title in, the condemning authority. All compensation awarded
for a Taking, or sale proceeds, shall be the property of Landlord. Tenant hereby
waives any and all rights it might otherwise have pursuant to Section 1265.130
of the California Code of Civil Procedure, or any similar or successor Laws.

17. Events of Default. In addition to any other default specifically described
in this Lease, each of the following occurrences shall be considered to be a
"Default": (a) Tenant's failure to pay any portion of Rent when due, if the
failure continues for 3 days after written notice to Tenant, which notice shall
be in satisfaction of, and not in addition to, notice required by Law ("Monetary
Default"); or (b) Tenant's failure (other than a Monetary Default) to comply
with any term, provision, condition or covenant of this Lease, if the failure is
not cured within 10 days after written notice to Tenant, which notice shall be
in satisfaction of, and not in addition to, notice required by Law, provided,
however, if Tenant's failure to comply cannot reasonably be cured within 10
days, Tenant shall be allowed additional time (not to exceed 60 days) as is
reasonably necessary to cure the failure so long as Tenant commences to cure
within 10 days and Tenant diligently pursues the cure to completion.

18. Remedies.

18.01 Upon the occurrence of any Default under this Lease, whether
enumerated in Section 17 or not, Landlord shall have the option to pursue any
one or more of the following remedies without any notice (except as expressly
prescribed herein) or demand whatsoever (and without limiting the generality of
the foregoing, Tenant hereby specifically waives notice and demand for payment
of Rent or other obligations, except for those notices specifically required
pursuant to the terms of Section 17 or this Section 18, and waives any and all
other notices or demand requirements imposed by applicable law):

(a) Terminate this Lease and Tenant's right to possession of the
Premises and recover from Tenant an award of damages equal to the sum of the
following:

(i) The Worth at the Time of Award of the unpaid Rent which
had been earned at the time of termination;

(ii) The Worth at the Time of Award of the amount by which the
unpaid Rent which would have been earned after termination until the time of
award exceeds the amount of such Rent loss that Tenant affirmatively proves
could have been reasonably avoided;

(iii) The Worth at the Time of Award of the amount by which
the unpaid Rent for the balance of the Term after the time of award exceeds the
amount of such Rent loss that Tenant affirmatively proves could be reasonably
avoided;

(iv) Any other amount necessary to compensate Landlord for all
the detriment either proximately caused by Tenant's failure to perform Tenant's
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom; and

(v) All such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time under applicable law.

The "Worth at the Time of Award" of the amounts referred to in
parts (i) and (ii) above, shall be computed by allowing interest at the lesser
of a per annum rate equal to: (A) the greatest per annum rate of interest
permitted from time to time under applicable law, or (B) the Prime Rate plus 5%.
For purposes hereof, the "Prime Rate" shall be the per annum interest rate
publicly announced as its prime or base rate by a federally insured bank
selected by Landlord in the State of California. The "Worth at the Time of
Award" of the amount referred to in part (iii), above, shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus 1%;

(b) Employ the remedy described in California Civil Code ss. 1951.4
(Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations); or

(c) Notwithstanding Landlord's exercise of the remedy described in
California Civil Code ss. 1951.4 in respect of an event or events of default, at
such time thereafter as Landlord may elect in writing, to terminate this Lease
and Tenant's right to possession of the Premises and recover an award of damages
as provided above in Paragraph 18.01(a).

18.02 The subsequent acceptance of Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular
Rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such Rent. No waiver by Landlord of any breach hereof
shall be effective unless such waiver is in writing and signed by Landlord.

18.03 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF
CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM
TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE
ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION
BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
RELATING TO THIS LEASE.

18.04 No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing by agreement, applicable law or in
equity. In addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief, or to
a decree compelling performance of any of the covenants, agreements, conditions
or provisions of this Lease, or to any other remedy allowed to Landlord at law
or in equity. Forbearance by Landlord to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to
constitute a waiver of such default.

18.05 If Tenant is in Default of any of its non-monetary obligations under
the Lease, Landlord shall have the right to perform such obligations. Tenant
shall reimburse Landlord for the cost of such performance upon demand together
with an administrative charge equal to 10% of the cost of the work performed by
Landlord.

18.06 This Section 18 shall be enforceable to the maximum extent such
enforcement is not prohibited by applicable law, and the unenforceability of any
portion thereof shall not thereby render unenforceable any other portion.

19. Limitation of Liability.

THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED
TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY
INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY
THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT
SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER
LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY
JUDGMENT OR DEFICIENCY AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED
PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR
ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN SECTION 22 BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN SECTION 22 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED
DEFAULT.

20. Relocation. Landlord, at its expense, at any time before or during the Term,
may relocate Tenant from the Premises to space of reasonably comparable size and
utility ("Relocation Space") within the Building or other buildings within the
same project upon 60 days' prior written notice to Tenant. From and after the
date of the relocation, "Premises" shall refer to the Relocation Space into
which Tenant has been moved and the Base Rent and Tenant's Pro Rata Share shall
be adjusted based on the rentable square footage of the Relocation Space.

21. Holding Over. If Tenant fails to surrender all or any part of the Premises
at the termination of this Lease, occupancy of the Premises after termination
shall be that of a tenancy at sufferance. Tenant's occupancy shall be subject to
all the terms and provisions of this Lease and Tenant shall pay an amount (on a
per month basis without reduction for partial months during the holdover) equal
to 150% of the sum of the Base Rent and Additional Rent due for the period
immediately preceding the holdover. No holdover by Tenant or payment by Tenant
after the termination of this Lease shall be construed to extend the Term or
prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise.

22. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease
subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or
other lien(s) now or subsequently arising upon the Premises, the Building or the
Property, and to renewals, modifications, refinancings and extensions thereof
(collectively referred to as a "Mortgage"). This clause shall be self-operative,
but upon request from the holder of a Mortgage (a "Mortgagee"), Tenant shall
execute a commercially reasonable subordination agreement. As an alternative, a
Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease. Upon request, Tenant shall, without charge, attorn to any successor to
Landlord's interest in the Lease. Tenant shall, within 10 days after receipt of
a written request from Landlord, execute and deliver a commercially reasonable
estoppel certificate to those parties as are reasonably requested by Landlord.

23. Notice. All demands, approvals, consents or notices shall be in writing and
delivered by hand or sent by registered or certified mail with return receipt
requested, or sent by overnight or same day courier service at the party's
respective Notice Address(es) set forth in Section 1. Each notice shall be
deemed to have been received on the earlier to occur of actual delivery or the
date on which delivery is refused, or, if Tenant has vacated the Premises or any
other Notice Address without providing a new Notice Address, 3 days after notice
is deposited in the U.S. mail or with a courier service in the manner described
above. Either party may, at any time, change its Notice Address (other than to a
post office box address) by giving the other party written notice of the new
address.

24. Surrender of Premises. At the termination of this Lease or Tenant's right of
possession, Tenant shall remove Tenant's Property, all Cable installed by or for
the benefit of Tenant and any designated Required Removables from the Premises,
and quit and surrender the Premises to Landlord, broom clean, and in good order,
condition and repair, ordinary wear and tear and damage which Landlord is
obligated to repair hereunder excepted. If Tenant fails to remove any of
Tenant's Property within 2 days after termination, Landlord, at Tenant's sole
cost and expense, shall be entitled to remove and store Tenant's Property.
Landlord shall not be responsible for the value, preservation or safekeeping of
Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and
storage charges incurred. If Tenant fails to remove Tenant's Property from the
Premises or storage within 30 days after notice, Landlord may deem all or any
part of Tenant's Property to be abandoned and title to Tenant's Property shall
vest in Landlord. If Tenant fails to remove Cable or any of the designated
Required Removables as required above or complete any related repairs within 2
days after termination, Landlord may perform such work at Tenant's expense.

25. Miscellaneous.

25.01 If either party institutes a suit against the other for violation of
or to enforce any covenant, term or condition of this Lease, the prevailing
party shall be entitled to reimbursement of all of its costs and expenses,
including, without limitation, reasonable attorneys' fees. Landlord and Tenant
hereby waive any right to trial by jury in any proceeding based upon a breach of
this Lease. Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel.

25.02 Whenever a period of time is prescribed for the taking of an action
by Landlord or Tenant (other than the payment of the Security Deposit or Rent),
the period of time for the performance of such action shall be extended by the
number of days that the performance is actually delayed due to strikes, acts of
God, shortages of labor or materials, war, terrorist acts, civil disturbances
and other causes beyond the reasonable control of the performing party ("Force
Majeure"). Force Majeure shall not include financial difficulties of the party
required to perform.

25.03 Landlord shall have the right to transfer and assign, in whole or in
part, all of its ownership interest, rights and obligations in the Building,
Property or Lease, including the Security Deposit, and upon transfer Landlord
shall be released from any further obligations hereunder, and Tenant agrees to
look solely to the successor in interest of Landlord for the performance of such
obligations and the return of any Security Deposit.

25.04 Landlord has delivered a copy of this Lease to Tenant for Tenant's
review only, and the delivery of it does not constitute an offer to Tenant or an
option. Tenant represents that it has dealt directly with and only with the
Broker as a broker in connection with this Lease. Tenant shall indemnify and
hold Landlord and the Landlord Related Parties harmless from all claims of any
other brokers claiming to have represented Tenant in connection with this Lease.
Equity Office Properties Management Corp. ("EOPMC") is an affiliate of Landlord
and represents only the Landlord in this transaction. Any assistance rendered by
any agent or employee of EOPMC in connection with this Lease or any subsequent
amendment or modification hereto has been or will be made as an accommodation to
Tenant solely in furtherance of consummating the transaction on behalf of
Landlord, and not as agent for Tenant.

25.05 The expiration of the Term, whether by lapse of time, termination or
otherwise, shall not relieve either party of any obligations which accrued prior
to or which may continue to accrue after the expiration or termination of this
Lease.

25.06 Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building.

25.07 This Lease constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings related to the Premises. This
Lease may be modified only by a written agreement signed by Landlord and Tenant.
This Lease shall be interpreted and enforced in accordance with the Laws of the
state or commonwealth in which the Building is located.

25.08 Tenant represents and warrants to Landlord that each individual
executing this Lease on behalf of Tenant is authorized to do so on behalf of
Tenant and that Tenant is not, and the entities or individuals constituting
Tenant or which may own or control Tenant or which may be owned or controlled by
Tenant are not, (i) in violation of any Laws relating to terrorism or money
laundering, or (ii) among the individuals or entities identified on any list
compiled pursuant to Executive Order 13224 for the purpose of identifying
suspected terrorists or on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website,
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxx.xxx or any replacement website or other
replacement official publication of such list.

25.09 Subject to the provisions of this Section 25.09, so long as Tenant
is not in Default under this Lease, and provided Tenant's employees execute
Landlord's standard waiver of liability form and pay the applicable one time or
monthly fee, if any then Tenant's employees (the "Fitness Center Users") shall
be entitled to use the fitness center (the "Fitness Center") in the building
located at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx. The use of the
Fitness Center shall be subject to the reasonable rules and regulations
(including rules regarding hours of use) established from time to time by
Landlord for the Fitness Center. Landlord and Tenant acknowledge that the use of
the Fitness Center by the Fitness Center Users shall be at their own risk and
that the terms and provisions of Section 12 of this Lease shall apply to Tenant
and the Fitness Center User's use of the Fitness Center. The costs of operating,
maintaining and repairing the Fitness Center may be included as part of
Expenses. Tenant acknowledges that the provisions of this Section shall not be
deemed to be a representation by Landlord that Landlord shall continuously
maintain the Fitness Center (or any other fitness facility) throughout the Term
of this Lease, and Landlord shall have the right, at Landlord's sole discretion,
to expand, contract, eliminate or otherwise modify the Fitness Center. No
expansion, contraction, elimination or modification of the Fitness Center, and
no termination of Tenant's or the Fitness Center Users' rights to the Fitness
Center shall entitle Tenant to an abatement or reduction in Rent, or constitute
a constructive eviction, or result in an event of default by Landlord under this
Lease.

25.10 Subject to the provisions of this Section 25.10, so long as Tenant
is not in Default under this Lease, Tenant shall be entitled to use the
Building's shower facility (the "Shower Facility"). The use of the Shower
Facility shall be subject to the reasonable rules and regulations (including
rules regarding hours of use) established from time to time by Landlord for the
Shower Facility. The costs of operating, maintaining and repairing the Shower
Facility shall be included as part of Expenses. Tenant acknowledges that the
provisions of this Section shall not be deemed to be a representation by
Landlord that Landlord shall continuously maintain the Shower Facility
throughout the Term, and Landlord shall have the right, at Landlord's sole
discretion, to expand, contract, eliminate or otherwise modify the Shower
Facility. In addition, in the event Landlord no longer owns the building located
at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, the rights of Tenant and
the users of the Shower Facility to use the Shower Facility may, at Landlord's
option, be terminated. No expansion, contraction, elimination or modification of
the Shower Facility, and no termination of Tenant's or the user's of the Shower
facility rights to the Shower Facility shall entitle Tenant to an abatement or
reduction in Rent, constitute a constructive eviction, or result in an event of
default by Landlord under this Lease. Tenant hereby voluntarily releases,
discharges, waives and relinquishes any and all actions or causes of action for
personal injury or property damage occurring to Tenant or its employees or
agents arising as a result of the use of the Shower Facility, or any activities
incidental thereto, wherever or however the same may occur, and further agrees
that Tenant will not prosecute any claim for personal injury or property damage
against Landlord or any of its officers, agents, servants or employees for any
said causes of action. It is the intention of Tenant with respect to the Shower
Facility to exempt and relieve Landlord from liability for personal injury or
property damage caused by negligence.

Landlord and Tenant have executed this Lease as of the day and year first
above written.

LANDLORD:

CA-LA JOLLA CENTRE LIMITED PARTNERSHIP,
a Delaware limited partnership

By: EOM GP, L.L.C., a Delaware limited
liability company, its general partner

By: Equity Office Management, L.L.C.,
a Delaware limited liability company,
its non-member manager

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

TENANT:

AICI, INC., a Nevada corporation

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

--------------------------------------
Tenant's Tax ID Number (SSN or FEIN)

EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

This Exhibit is attached to and made a part of the Lease by and between
CA-LA JOLLA CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership
("Landlord") and ADMINISTRATION FOR INTERNATIONAL CREDIT & INVESTMENT, INC., a
Oregon corporation ("Tenant") for space in the Building located at 0000 Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, commonly known as La Jolla Centre II.

[GRAHPIC OF LA JOLLA CENTRE II]

EXHIBIT B

EXPENSES AND TAXES

1. Payments.

1.01 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by
which Expenses (defined below) for each calendar year during the Term exceed
Expenses for the Base Year (the "Expense Excess") and also the amount, if any,
by which Taxes (defined below) for each calendar year during the Term exceed
Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any calendar
year decrease below the amount of Expenses or Taxes for the Base Year, Tenant's
Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year
shall be $0. Landlord shall provide Tenant with a good faith estimate of the
Expense Excess and of the Tax Excess for each calendar year during the Term. On
or before the first day of each month, Tenant shall pay to Landlord a monthly
installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's
estimate of both the Expense Excess and Tax Excess. After its receipt of the
revised estimate, Tenant's monthly payments shall be based upon the revised
estimate. If Landlord does not provide Tenant with an estimate of the Expense
Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue
to pay monthly installments based on the previous year's estimate(s) until
Landlord provides Tenant with the new estimate.

1.02 As soon as is practical following the end of each calendar year,
Landlord shall furnish Tenant with a statement of the actual Expenses and
Expense Excess and the actual Taxes and Tax Excess for the prior calendar year.
If the estimated Expense Excess or estimated Tax Excess for the prior calendar
year is more than the actual Expense Excess or actual Tax Excess, as the case
may be, for the prior calendar year, Landlord shall either provide Tenant with a
refund or apply any overpayment by Tenant against Additional Rent due or next
becoming due, provided if the Term expires before the determination of the
overpayment, Landlord shall refund any overpayment to Tenant after first
deducting the amount of Rent due. If the estimated Expense Excess or estimated
Tax Excess for the prior calendar year is less than the actual Expense Excess or
actual Tax Excess, as the case may be, for such prior year, Tenant shall pay
Landlord, within 30 days after its receipt of the statement of Expenses or
Taxes, any underpayment for the prior calendar year.

2. Expenses.

2.01 "Expenses" means all costs and expenses incurred in each calendar
year in connection with operating, maintaining, repairing, and managing the
Building and the Property. Expenses include, without limitation: (a) all labor
and labor related costs, including wages, salaries, bonuses, taxes, insurance,
uniforms, training, retirement plans, pension plans and other employee benefits;
(b) management fees; (c) the cost of equipping, staffing and operating an
on-site and/or off-site management office for the Building, provided if the
management office services one or more other buildings or properties, the shared
costs and expenses of equipping, staffing and operating such management
office(s) shall be equitably prorated and apportioned between the Building and
the other buildings or properties; (d) accounting costs; (e) the cost of
services; (f) rental and purchase cost of parts, supplies, tools and equipment;
(g) insurance premiums and deductibles; (h) electricity, gas and other utility
costs; and (i) the amortized cost of capital improvements (as distinguished from
replacement parts or components installed in the ordinary course of business)
made subsequent to the Base Year which are: (1) performed primarily to reduce
current or future operating expense costs, upgrade Building security or
otherwise improve the operating efficiency of the Property; or (2) required to
comply with any Laws that are enacted, or first interpreted to apply to the
Property, after the date of this Lease. The cost of capital improvements shall
be amortized by Landlord over the lesser of the Payback Period (defined below)
or the useful life of the capital improvement as reasonably determined by
Landlord. The amortized cost of capital improvements may, at Landlord's option,
include actual or imputed interest at the rate that Landlord would reasonably be
required to pay to finance the cost of the capital improvement. "Payback Period"
means the reasonably estimated period of time that it takes for the cost savings
resulting from a capital improvement to equal the total cost of the capital
improvement. Landlord, by itself or through an affiliate, shall have the right
to directly perform, provide and be compensated for any services under this
Lease. If Landlord incurs Expenses for the Building or Property together with
one or more other buildings or properties, whether pursuant to a reciprocal
easement agreement, common area agreement or otherwise, the shared costs and
expenses shall be equitably prorated and apportioned between the Building and
Property and the other buildings or properties.

2.02 Expenses shall not include: the cost of capital improvements (except
as set forth above); depreciation; principal payments of mortgage and other
non-operating debts of Landlord; the cost of repairs or other work to the extent
Landlord is reimbursed by insurance or condemnation proceeds; costs in
connection with leasing space in the Building, including brokerage commissions;
lease concessions, rental abatements and construction allowances granted to
specific tenants; costs incurred in connection with the sale, financing or
refinancing of the Building; fines, interest and penalties incurred due to the
late payment of Taxes or Expenses; organizational expenses associated with the
creation and operation of the entity which constitutes Landlord; or any
penalties or damages that Landlord pays to Tenant under this Lease or to other
tenants in the Building under their respective leases.

2.03 If at any time during a calendar year the Building is not at least
95% occupied or Landlord is not supplying services to at least 95% of the total
Rentable Square Footage of the Building, Expenses shall, at Landlord's option,
be determined as if the Building had been 95% occupied and Landlord had been
supplying services to 95% of the Rentable Square Footage of the Building. If
Expenses for a calendar year are determined as provided in the prior sentence,
Expenses for the Base Year shall also be determined in such manner.
Notwithstanding the foregoing, Landlord may calculate the extrapolation of
Expenses under this Section based on 100% occupancy and service so long as such
percentage is used consistently for each year of the Term. The extrapolation of
Expenses under this Section shall be performed in accordance with the
methodology specified by the Building Owners and Managers Association.

3. "Taxes" shall mean: (a) all real property taxes and other assessments on the
Building and/or Property, including, but not limited to, gross receipts taxes,
assessments for special improvement districts and building improvement
districts, governmental charges, fees and assessments for police, fire, traffic
mitigation or other governmental service of purported benefit to the Property,
taxes and assessments levied in substitution or supplementation in whole or in
part of any such taxes and assessments and the Property's share of any real
estate taxes and assessments under any reciprocal easement agreement, common
area agreement or similar agreement as to the Property; (b) all personal
property taxes for property that is owned by Landlord and used in connection
with the operation, maintenance and repair of the Property; and (c) all costs
and fees incurred in connection with seeking reductions in any tax liabilities
described in (a) and (b), including, without limitation, any costs incurred by
Landlord for compliance, review and appeal of tax liabilities. Without
limitation, Taxes shall not include any income, capital levy, transfer, capital
stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any
year of the Term during which Tenant paid Tenant's Pro Rata Share of any Tax
Excess, then Taxes for that year will be retroactively adjusted and Landlord
shall provide Tenant with a credit, if any, based on the adjustment. Likewise,
if a change is obtained for Taxes for the Base Year, Taxes for the Base Year
shall be restated and the Tax Excess for all subsequent years shall be
recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of
any such increase in the Tax Excess within 30 days after Tenant's receipt of a
statement from Landlord.

4. Audit Rights. Tenant, within 365 days after receiving Landlord's statement of
Expenses, may give Landlord written notice ("Review Notice") that Tenant intends
to review Landlord's records of the Expenses for the calendar year to which the
statement applies. Within a reasonable time after receipt of the Review Notice,
Landlord shall make all pertinent records available for inspection that are
reasonably necessary for Tenant to conduct its review. If any records are
maintained at a location other than the management office for the Building,
Tenant may either inspect the records at such other location or pay for the
reasonable cost of copying and shipping the records. If Tenant retains an agent
to review Landlord's records, the agent must be with a CPA firm licensed to do
business in the state or commonwealth where the Property is located. Tenant
shall be solely responsible for all costs, expenses and fees incurred for the
audit. Within 90 days after the records are made available to Tenant, Tenant
shall have the right to give Landlord written notice (an "Objection Notice")
stating in reasonable detail any objection to Landlord's statement of Expenses
for that year. If Tenant fails to give Landlord an Objection Notice within the
90 day period or fails to provide Landlord with a Review Notice within the 365
day period described above, Tenant shall be deemed to have approved Landlord's
statement of Expenses and shall be barred from raising any claims regarding the
Expenses for that year. If Tenant provides Landlord with a timely Objection
Notice, Landlord and Tenant shall work together in good faith to resolve any
issues raised in Tenant's Objection Notice. If Landlord and Tenant determine
that Expenses for the calendar year are less than reported, Landlord shall
provide Tenant with a credit against the next installment of Rent in the amount
of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that
Expenses for the calendar year are greater than reported, Tenant shall pay
Landlord the amount of any underpayment within 30 days. The records obtained by
Tenant shall be treated as confidential. In no event shall Tenant be permitted
to examine Landlord's records or to dispute any statement of Expenses unless
Tenant has paid and continues to pay all Rent when due.

EXHIBIT C

WORK LETTER

Intentionally omitted.

EXHIBIT D

COMMENCEMENT LETTER

Intentionally omitted.

EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking facilities (if any), the Property and the
appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the
terms of the Lease shall control. Capitalized terms have the same meaning as
defined in the Lease.

1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by Tenant or used by Tenant for any purpose other
than ingress and egress to and from the Premises. No rubbish, litter,
trash, or material shall be placed, emptied, or thrown in those areas. At
no time shall Tenant permit Tenant's employees to loiter in Common Areas
or elsewhere about the Building or Property.

2. Plumbing fixtures and appliances shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed in the fixtures or appliances.

3. No signs, advertisements or notices shall be painted or affixed to
windows, doors or other parts of the Building, except those of such color,
size, style and in such places as are first approved in writing by
Landlord. All tenant identification and suite numbers at the entrance to
the Premises shall be installed by Landlord, at Tenant's cost and expense,
using the standard graphics for the Building. Except in connection with
the hanging of lightweight pictures and wall decorations, no nails, hooks
or screws shall be inserted into any part of the Premises or Building
except by the Building maintenance personnel without Landlord's prior
approval, which approval shall not be unreasonably withheld.

4. Landlord may provide and maintain in the first floor (main lobby) of the
Building an alphabetical directory board or other directory device listing
tenants, and no other directory shall be permitted unless previously
consented to by Landlord in writing.

5. Tenant shall not place any lock(s) on any door in the Premises or Building
without Landlord's prior written consent, which consent shall not be
unreasonably withheld, and Landlord shall have the right to retain at all
times and to use keys or other access codes or devices to all locks within
and into the Premises. A reasonable number of keys to the locks on the
entry doors in the Premises shall be furnished by Landlord to Tenant at
Tenant's cost, and Tenant shall not make any duplicate keys. All keys
shall be returned to Landlord at the expiration or early termination of
this Lease.

6. All contractors, contractor's representatives and installation technicians
performing work in the Building shall be subject to Landlord's prior
approval, which approval shall not be unreasonably withheld, and shall be
required to comply with Landlord's standard rules, regulations, policies
and procedures, which may be revised from time to time.

7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of merchandise or materials requiring the
use of elevators, stairways, lobby areas or loading dock areas, shall be
restricted to hours reasonably designated by Landlord. Tenant shall obtain
Landlord's prior approval by providing a detailed listing of the activity.
If approved by Landlord, the activity shall be under the supervision of
Landlord and performed in the manner required by Landlord. Tenant shall
assume all risk for damage to articles moved and injury to any persons
resulting from the activity. If equipment, property, or personnel of
Landlord or of any other party is damaged or injured as a result of or in
connection with the activity, Tenant shall be solely liable for any
resulting damage or loss.

8. Landlord shall have the right to approve the weight, size, or location of
heavy equipment or articles in and about the Premises, which approval
shall not be unreasonably withheld. Damage to the Building by the
installation, maintenance, operation, existence or removal of Tenant's
Property shall be repaired at Tenant's sole expense.

9. Corridor doors, when not in use, shall be kept closed.

10. Tenant shall not: (1) make or permit any improper, objectionable or
unpleasant noises or odors in the Building, or otherwise interfere in any
way with other tenants or persons having business with them; (2) solicit
business or distribute, or cause to be distributed, in any portion of the
Building, handbills, promotional materials or other advertising; or (3)
conduct or permit other activities in the Building that might, in
Landlord's sole opinion, constitute a nuisance.

11. No animals, except those assisting handicapped persons, shall be brought
into the Building or kept in or about the Premises.

12. No inflammable, explosive or dangerous fluids or substances shall be used
or kept by Tenant in the Premises, Building or about the Property, except
for those substances as are typically found in similar premises used for
general office purposes and are being used by Tenant in a safe manner and
in accordance with all applicable Laws, rules and regulations.. Tenant
shall not, without Landlord's prior written consent, use, store, install,
spill, remove, release or dispose of, within or about the Premises or any
other portion of the Property, any asbestos-containing materials or any
solid, liquid or gaseous material now or subsequently considered toxic or
hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
other applicable environmental Laws which may now or later be in effect.
Tenant shall comply with all Laws pertaining to and governing the use of
these materials by Tenant, and shall remain solely liable for the costs of
abatement and removal.

13. Tenant shall not use or occupy the Premises in any manner or for any
purpose which might injure the reputation or impair the present or future
value of the Premises or the Building. Tenant shall not use, or permit any
part of the Premises to be used, for lodging, sleeping or for any illegal
purpose.

14. Tenant shall not take any action which would violate Landlord's labor
contracts or which would cause a work stoppage, picketing, labor
disruption or dispute, or interfere with Landlord's or any other tenant's
or occupant's business or with the rights and privileges of any person
lawfully in the Building ("Labor Disruption"). Tenant shall take the
actions necessary to resolve the Labor Disruption, and shall have pickets
removed and, at the request of Landlord, immediately terminate any work in
the Premises that gave rise to the Labor Disruption, until Landlord gives
its written consent for the work to resume. Tenant shall have no claim for
damages against Landlord or any of the Landlord Related Parties, nor shall
the Commencement Date of the Term be extended as a result of the above
actions.

15. Tenant shall not install, operate or maintain in the Premises or in any
other area of the Building, electrical equipment that would overload the
electrical system beyond its capacity for proper, efficient and safe
operation as determined solely by Landlord. Tenant shall not furnish
cooling or heating to the Premises, including, without limitation, the use
of electronic or gas heating devices, without Landlord's prior written
consent. Tenant shall not use more than its proportionate share of
telephone lines and other telecommunication facilities available to
service the Building.

16. Tenant shall not operate or permit to be operated a coin or token operated
vending machine or similar device (including, without limitation,
telephones, lockers, toilets, scales, amusement devices and machines for
sale of beverages, foods, candy, cigarettes and other goods), except for
machines for the exclusive use of Tenant's employees and invitees.

17. Bicycles and other vehicles are not permitted inside the Building or on
the walkways outside the Building, except in areas designated by Landlord.

18. Landlord may from time to time adopt systems and procedures for the
security and safety of the Building, its occupants, entry, use and
contents. Tenant, its agents, employees, contractors, guests and invitees
shall comply with Landlord's systems and procedures.

19. Landlord shall have the right to prohibit the use of the name of the
Building or any other publicity by Tenant that in Landlord's sole opinion
may impair the reputation of the Building or its desirability. Upon
written notice from Landlord, Tenant shall refrain from and discontinue
such publicity immediately.

20. Neither Tenant nor its agents, employees, contractors, guests or invitees
shall smoke or permit smoking in the Common Areas, unless the Common Areas
have been declared a designated smoking area by Landlord, nor shall the
above parties allow smoke from the Premises to emanate into the Common
Areas or any other part of the Building. Landlord shall have the right to
designate the Building (including the Premises) as a non-smoking building.

21. Landlord shall have the right to designate and approve standard window
coverings for the Premises and to establish rules to assure that the
Building presents a uniform exterior appearance. Tenant shall ensure, to
the extent reasonably practicable, that window coverings are closed on
windows in the Premises while they are exposed to the direct rays of the
sun.

22. Deliveries to and from the Premises shall be made only at the times, in
the areas and through the entrances and exits reasonably designated by
Landlord. Tenant shall not make deliveries to or from the Premises in a
manner that might interfere with the use by any other tenant of its
premises or of the Common Areas, any pedestrian use, or any use which is
inconsistent with good business practice.

23. The work of cleaning personnel shall not be hindered by Tenant after 5:30
P.M., and cleaning work may be done at any time when the offices are
vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
shall provide adequate waste and rubbish receptacles to prevent
unreasonable hardship to the cleaning service.

24. Fitness Center Rules. Tenant shall cause its employees (whether members or
prospective members of the Fitness Center) to comply with the following
Fitness Center rules and regulations (subject to change from time to time
as Landlord may solely determine):

A. Membership in the Fitness Center is open to the tenants of 0000 Xx
Xxxxx Xxxxxx Xxxxx only. No guests will be permitted to use the
Fitness Center without the prior written approval of Landlord or
Landlord's representative.

B. Fitness Center users are not allowed to be in the Fitness Center
other than the hours designated by Landlord from time to time.
Landlord shall have the right to alter the hours of use of the
Fitness Center, at Landlord's sole discretion.

C. All Fitness Center users must execute Landlord's Waiver of Liability
prior to use of the Fitness Center and agree to all terms and
conditions outlined therein.

D. Individual membership and guest keycards to the Fitness Center shall
not be shared and shall only be used by the individual to whom such
keycard was issued. Failure to abide by this rule may result in
immediate termination of such Fitness Center user's right to use the
Fitness Center.

E. All Fitness Center users and approved guests must have a
pre-authorized keycard to enter the Fitness Center. A pre-authorized
keycard shall not be issued to a prospective Fitness Center user
until receipt by Landlord of Landlord's initial fee, if any, for use
of the Fitness Center by such Fitness Center user(s).

F. Use of the Fitness Center is a privilege and not a right. Failure to
follow gym rules or to act inappropriately while using the
facilities shall result in termination of Tenant's Fitness Center
privileges.

EXHIBIT F

ADDITIONAL PROVISIONS

Intentionally omitted.

EXHIBIT G

PARKING AGREEMENT

1. The capitalized terms used in this Parking Agreement shall have the same
definitions as set forth in the Lease to the extent that such capitalized
terms are defined therein and not redefined in this Parking Agreement. In
the event of any conflict between the Lease and this Parking Agreement,
the latter shall control.

2. During the initial Term, Tenant agrees to lease from Landlord and Landlord
agrees to lease to Tenant a minimum of 2 and a maximum of 3 non-reserved
parking spaces in the parking facility servicing the Building ("Parking
Facility"). During the initial Term, Tenant shall pay in advance,
concurrent with Tenant's payment of monthly Base Rent, the prevailing
monthly charges established from time to time for parking in the Parking
Facility. Such charges shall be payable to Landlord or such other entity
as designated by Landlord, and shall be sent to the address Landlord
designates from time to time. The initial charge for such parking spaces
is $35.00 per non-reserved parking pass, per month. No deductions from the
monthly charge shall be made for days on which the Parking Facility is not
used by Tenant. Tenant may, from time to time request additional parking
spaces, and if Landlord shall provide the same, such parking spaces shall
be provided and used on a month-to-month basis, and otherwise on the
foregoing terms and provisions, and at such prevailing monthly parking
charges as shall be established from time to time.

3. Tenant shall at all times comply with all applicable ordinances, rules,
regulations, codes, laws, statutes and requirements of all federal, state,
county and municipal governmental bodies or their subdivisions respecting
the use of the Parking Facility. Landlord reserves the right to adopt,
modify and enforce reasonable rules ("Rules") governing the use of the
Parking Facility from time to time including any key-card, sticker or
other identification or entrance system and hours of operation. The Rules
set forth herein are currently in effect. Landlord may refuse to permit
any person who violates such Rules to park in the Parking Facility, and
any violation of the Rules shall subject the car to removal from the
Parking Facility.

4. Unless specified to the contrary above, the parking spaces hereunder shall
be provided on a non-designated "first-come, first-served" basis. Tenant
acknowledges that Landlord has no liability for claims arising through
acts or omissions of any independent operator of the Parking Facility.
Landlord shall have no liability whatsoever for any damage to items
located in the Parking Facility, nor for any personal injuries or death
arising out of any matter relating to the Parking Facility, and in all
events, Tenant agrees to look first to its insurance carrier and to
require that Tenant's employees look first to their respective insurance
carriers for payment of any losses sustained in connection with any use of
the Parking Facility. Tenant hereby waives on behalf of its insurance
carriers all rights of subrogation against Landlord or Landlord's agents.
Landlord reserves the right to assign specific parking spaces, and to
reserve parking spaces for visitors, small cars, handicapped persons and
for other tenants, guests of tenants or other parties, which assignment
and reservation or spaces may be relocated as determined by Landlord from
time to time, and Tenant and persons designated by Tenant hereunder shall
not park in any location designated for such assigned or reserved parking
spaces. Tenant acknowledges that the Parking Facility may be closed
entirely or in part in order to make repairs or perform maintenance
services, or to alter, modify, re-stripe or renovate the Parking Facility,
or if required by casualty, strike, condemnation, act of God, governmental
law or requirement or other reason beyond the operator's reasonable
control. In such event, Landlord shall refund any prepaid parking fee
hereunder, prorated on a per diem basis.

5. If Tenant shall default under this Parking Agreement, the operator shall
have the right to remove from the Parking Facility any vehicles hereunder
which shall have been involved or shall have been owned or driven by
parties involved in causing such default, without liability therefor
whatsoever. In addition, if Tenant shall default under this Parking
Agreement, Landlord shall have the right to cancel this Parking Agreement
on 10 days' written notice, unless within such 10 day period, Tenant cures
such default. If Tenant defaults with respect to the same term or
condition under this Parking Agreement more than 3 times during any 12
month period, and Landlord notifies Tenant thereof promptly after each
such default, the next default of such term or condition during the
succeeding 12 month period, shall, at Landlord's election, constitute an
incurable default. Such cancellation right shall be cumulative and in
addition to any other rights or remedies available to Landlord at law or
equity, or provided under the Lease (all of which rights and remedies
under the Lease are hereby incorporated herein, as though fully set
forth). Any default by Tenant under the Lease shall be a default under
this Parking Agreement, and any default under this Parking Agreement shall
be a default under the Lease.

RULES

(i) The Parking Facility hours shall be 6 A.M. to 6 P.M. on Business
Days, however, subject to the provisions set forth herein, Tenant
shall have access to the Parking Facility on a 24 hour basis, 7 days
a week. Notwithstanding the foregoing, Landlord reserves the right
to establish and change Parking Facility hours from time to time.
Tenant shall not store or permit its employees to store any
automobiles in the Parking Facility without the prior written
consent of the operator. Except for emergency repairs, Tenant and
its employees shall not perform any work on any automobiles while
located in the Parking Facility, or on the Property. If it is
necessary for Tenant or its employees to leave an automobile in the
Parking Facility overnight, Tenant shall provide the operator with
prior notice thereof designating the license plate number and model
of such automobile.

(ii) Cars must be parked entirely within the stall lines painted on the
floor, and only small cars may be parked in areas reserved for small
cars.

(iii) All directional signs and arrows must be observed.

(iv) The speed limit shall be 5 miles per hour.

(v) Parking spaces reserved for handicapped persons must be used only by
vehicles properly designated.

(vi) Parking is prohibited in all areas not expressly designated for
parking, including without limitation:

(a) Areas not striped for parking
(b) aisles
(c) where "no parking" signs are posted
(d) ramps
(e) loading zones

(vii) Parking stickers, key cards or any other devices or forms of
identification or entry supplied by the operator shall remain the
property of the operator. Such device must be displayed as requested
and may not be mutilated in any manner. The serial number of the
parking identification device may not be obliterated. Parking passes
and devices are not transferable and any pass or device in the
possession of an unauthorized holder will be void.

(viii)Monthly fees shall be payable in advance prior to the first day of
each month. Failure to do so will automatically cancel parking
privileges and a charge at the prevailing daily parking rate will be
due. No deductions or allowances from the monthly rate will be made
for days on which the Parking Facility is not used by Tenant or its
designees.

(ix) Parking Facility managers or attendants are not authorized to make
or allow any exceptions to these Rules.

(x) Every xxxxxx is required to park and lock his/her own car.

(xi) Loss or theft of parking pass, identification, key cards or other
such devices must be reported to Landlord and to the Parking
Facility manager immediately. Any parking devices reported lost or
stolen found on any authorized car will be confiscated and the
illegal holder will be subject to prosecution. Lost or stolen passes
and devices found by Tenant or its employees must be reported to the
office of the Parking Facility immediately.

(xii) Washing, waxing, cleaning or servicing of any vehicle by the
customer and/or his agents is prohibited. Parking spaces may be used
only for parking automobiles.

(xiii)Tenant agrees to acquaint all persons to whom Tenant assigns a
parking space with these Rules.

6. TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY
LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR
TENANT'S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO
TENANT'S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR
ACCIDENT) ARISING FROM OR RELATED TO TENANT'S USE OF THE PARKING FACILITY
OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT
SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT
OMISSION. THE LIMITATION ON LANDLORD'S LIABILITY UNDER THE PRECEDING
SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING DIRECTLY FROM
LANDLORD'S WILLFUL MISCONDUCT.

7. Without limiting the provisions of Paragraph 6 above, Tenant hereby
voluntarily releases, discharges, waives and relinquishes any and all
actions or causes of action for personal injury or property damage
occurring to Tenant arising as a result of parking in the Parking
Facility, or any activities incidental thereto, wherever or however the
same may occur, and further agrees that Tenant will not prosecute any
claim for personal injury or property damage against Landlord or any of
its officers, agents, servants or employees for any said causes of action.
It is the intention of Tenant by this instrument, to exempt and relieve
Landlord from liability for personal injury or property damage caused by
negligence.

8. The provisions of Section 20 of the Lease are hereby incorporated by
reference as if fully recited.

Tenant acknowledges that Tenant has read the provisions of this Parking
Agreement, has been fully and completely advised of the potential dangers
incidental to parking in the Parking Facility and is fully aware of the
legal consequences of agreeing to this instrument.

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OFFICE LEASE AGREEMENT CALIFORNIA Short Form Lease THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of April 1, 2005, by and between CA- LA JOLLA CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and AICI,...

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