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 9255 Towne Center Drive, San
Diego,  California,  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":

<TABLE>
<CAPTION>
<S>                                                    <C>
            Landlord:                                  Tenant:
            CA-La Jolla Centre Limited Partnership     Prior to the Commencement Date:
            c/o Equity Office Management, L.L.C.
            9255 Towne Center Drive                    ___________________________
            Suite 800                                  ___________________________
            San Diego, California 92121                ___________________________
            Attn: Property Manager                     ___________________________
                                                       ___________________________

                                                       From and after the Commencement Date:

                                                       ___________________________
                                                       ___________________________
                                                       ___________________________
                                                       ___________________________
                                                       ___________________________
                                                       ___________________________
</TABLE>

            A copy of any  notices to Landlord  shall be sent to Equity  Office,
            One Market,  600 Spear Tower,  San  Francisco,  CA 94105,  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.


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<PAGE>

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.


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<PAGE>

      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


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<PAGE>

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 abate 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;


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<PAGE>

                  (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.


                                       5
<PAGE>

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.


                                       6
<PAGE>

      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,
http://www.treas.gov/ofac/tllsdn.pdf   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 4660 La Jolla Village Drive,  San Diego,  California.  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 4660 La Jolla Village Drive, San Diego, California,  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.


                                       7
<PAGE>

      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)


                                       8
<PAGE>

                                    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 9255 Towne
Center Drive, San Diego, California, commonly known as La Jolla Centre II.

                         [GRAHPIC OF LA JOLLA CENTRE II]


                                       1
<PAGE>

                                    EXHIBIT B

                               EXPENSES AND TAXES

      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 9255 Towne
Center Drive, San Diego, California, commonly known as La Jolla Centre II.

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.


                                       1
<PAGE>

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.


                                       2
<PAGE>

                                    EXHIBIT C

                                   WORK LETTER


      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 9255 Towne
Center Drive, San Diego, California, commonly known as La Jolla Centre II.

Intentionally omitted.


                                       3
<PAGE>

                                    EXHIBIT D

                               COMMENCEMENT LETTER

Intentionally omitted.


                                       1
<PAGE>

                                    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.


                                       1
<PAGE>

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 4660 La
            Jolla  Centre  Drive 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.


                                       2
<PAGE>

      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.


                                       3
<PAGE>

                                    EXHIBIT F

                              ADDITIONAL PROVISIONS

      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 9255 Towne
Center Drive, San Diego, California, commonly known as La Jolla Centre II.

Intentionally omitted.


                                       1
<PAGE>

                                    EXHIBIT G

                                PARKING AGREEMENT

      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 9255 Towne
Center Drive, San Diego, California, commonly known as La Jolla Centre II.

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.


                                       1
<PAGE>

      (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 parker 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.


                                       2