MASTER LEASE AGREEMENT

EXHIBIT 10.5

MASTER LEASE AGREEMENT

between

FPA GOVERNOR PARK ASSOCIATES, LLC,

as Landlord,

and

TRINITY PROPERTY CONSULTANTS, LLC,

as Tenant

TABLE OF CONTENTS

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MASTER LEASE AGREEMENT

THIS MASTER LEASE AGREEMENT (“Lease”) is made and entered into as of the 20th day of December, 2008, by and between FPA GOVERNOR PARK ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), whose address is 4665 MacArthur Court, Suite 200, Newport Beach, CA 92660 and TRINITY PROPERTY CONSULTANTS, LLC, a California limited liability company (“Tenant”), whose address is 4665 MacArthur Court, Suite 200, Newport Beach, CA 92660.

ARTICLE 1

BASIC LEASE INFORMATION AND DEFINED TERMS

Section 1.1 Basic Lease Information .

(a) Base Rent. Base Rent shall mean the following:

(i) Until the second anniversary of the Commencement Date, Base Rent shall mean Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) per calendar month (the “Initial Base Rent”); and then

(ii) From the second anniversary of the Commencement Date through the end of the Lease Term (the “3 ^rd /4 ^th Year Base Rent”), Base Rent shall be based on a formula as follows: Base Rent will be an amount each month which, together with the monthly base rent and other charges actually collected pursuant to leases with Space Tenants of the space then occupied by Space Tenants in the Premises, shall equal (i) the amount necessary to achieve a Debt Service Coverage Ratio of 1.30; plus (ii) an amount necessary to pay on a monthly basis the Unpaid Shortfall Contribution Return, as defined in Section 11.89 of the Limited Liability Company Agreement of Landlord’s sole member, FPA/PRIP Governor Park, LLC dated December 19, 2008, provided, however, in no event will the 3 ^rd /4 ^th Year Base Rent be less than Eighteen Thousand Seven Hundred Fifty Dollars ($18,750) per calendar month. The calculation of 3 ^rd /4 ^th Year Base Rent will be circulated to Tenant on the date which is seventy five (75) days prior to the second anniversary of the Commencement Date. As used in this Section 1.1(a)(i), the term “Debt Service Coverage Ratio” shall have the

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meaning ascribed to it in that certain Promissory Note Secured by Deed of Trust, dated December 19, 2008, from Landlord to MIREF Governor Finance, LLC in the original principal amount of $11,440,000.00, and which is secured by a deed of trust encumbering the Premises.

(b) Reserved.

(c) Buildings shall mean the office buildings located at 6310 Greenwich Drive, and 5060 Shoreham Place, San Diego, California located on the Land.

(d) Building Rules shall mean all rules and regulations adopted or modified by Landlord from time to time for the safety, care, cleanliness, and reputation of the Building and for the preservation of good order in the Building. The current Building Rules are attached at Exhibit “B.”

(e) Commencement Date shall mean December 20, 2008.

(f) Common Areas shall mean those areas within the Project devoted to corridors, elevator foyers, restrooms, lobby areas, meeting rooms, and other similar facilities provided for the common use or benefit of tenants generally.

(g) Insurance Costs shall mean all costs incurred by Landlord in obtaining insurance on the Project, including property, liability, and casualty insurance on the Building, but excluding all insurance costs which Tenant is required to provide under Section 7.3 below.

(h) Land shall mean the tracts of real property which is described in Exhibit “A” to this Lease.

(i) Lease Term shall mean a term commencing on the Commencement Date and continuing for forty-eight (48) months thereafter.

(j) Other Improvements shall mean parking areas, parking garages, plaza areas and other similar areas related to the buildings located on the Land.

(k) Permitted Use shall mean the use of the Premises for (i) general office purposes, and (ii) uses which are incidental and related thereto.

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(l) Premises shall mean all vacant office space within the Buildings, whether now vacant or becoming vacant in the future.

(m) Project shall mean, collectively, the Buildings, the Land and the Other Improvements.

(n) Qualifying Tenants shall mean the Space Tenants and all other tenants (other than Tenant) leasing space in the Buildings pursuant to leases entered into with Landlord after the Commencement Date.

(o) Rent shall mean, collectively, the Base Rent; including Insurance Costs and Taxes, assessments, and charges of any kind payable by the Tenant with respect to the Premises. Taxes shall be paid pursuant to Section 1.1(r) below. Rent and Insurance Costs shall be paid in advance in equal monthly installments on the first day of each month during the Term without any deduction, notice or demand.

(p) Reserved.

(q) Security Deposit shall mean -0- Dollars ($-0-).

(q) Service Areas shall mean those areas within the outside walls of the Buildings which are used for mechanical rooms, stairs, elevator shafts, flues, vents, stacks, pipe shafts, risers, raceways, and vertical penetrations (but shall not include any such areas for the exclusive use of a particular tenant).

(r) Space Leases shall mean all leases, whether now existing or hereafter entered into, between all tenants (other than Tenant) and Landlord for the lease of space in the Buildings.

(s) Space Tenants shall mean all tenants (other than Tenant), now or hereafter leasing space in the Buildings pursuant to leases entered into with Landlord.

(t) Taxes shall mean all taxes and assessments and governmental charges, whether federal, state, county or municipal, and whether levied or assessed by taxing districts or authorities presently taxing the Premises or the Project or any part of either, or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation together with any costs incurred by Landlord (including attorneys’ fees and costs of investigation) relative to any negotiation, contest, or

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appeal pursued by Landlord to reduce or prevent an increase in any portion of the Taxes, regardless of whether any reduction or limitation is obtained. Tenant shall pay all Taxes to the Landlord, or directly to the taxing authority, if so instructed by Landlord, at least ten days before they become delinquent, whether assessed to or payable by the Landlord or the Tenant.

1.2 Defined Terms . Each of the terms defined in Section 1.1 will be used as defined terms in this Lease (including the Exhibits to this Lease). In addition, other terms are defined in various sections of this Lease. All words which are used as defined terms in this Lease are delineated with initial capital letters and, when delineated with initial capital letters, shall have the meaning specified in the applicable provision of this Lease in which such term is defined.

ARTICLE 2

OCCUPANCY AND USE

Section 2.1 Premises and Term . In consideration for the obligation of Tenant to pay Rent and subject to and upon the terms and conditions stated in this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, the Common Areas and the Other Improvements for the Lease Term. Tenant shall use commercially reasonable efforts to cause all currently unoccupied, vacant portions of the Premises to be leased in the name of Landlord and Landlord shall refer all inquiries with respect to leasing of space within the Premises to Tenant; provided, however, that Tenant shall not have the right to execute any lease on behalf of Landlord or otherwise to bind Landlord. Notwithstanding any provision of this Lease to the contrary, Tenant agrees that it shall not have the right to physically occupy any portion of the Premises, except that Tenant may use any portion of the Premises not under a Space Lease to a Space Tenant as a management office for the Premises. All Space Leases with Space Tenants shall be leases between Landlord and Space Tenant, and all rents, income and other charges thereunder shall be paid to Landlord and Tenant shall have no right or interest therein. Immediately upon execution of a Space Lease between Landlord and a Space Tenant, the premises covered by such Space Lease will be removed from the Premises and shall no longer be subject to this Lease, until such time as such Space Lease expires and has not been renewed or is terminated and the space covered by such Space Lease once again becomes vacant.

Section 2.2 Leasehold Improvements . The Premises shall be delivered to Tenant in an “as is” condition. Tenant has made a complete examination and inspection of the Premises and accepts the same in its current condition, “as is” and without recourse to Landlord. Landlord shall have no obligation to provide any leasehold improvements to the Premises or to repair, decorate, or paint

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the Premises. Landlord has made no representations or warranties to Tenant with respect to the condition of the Premises, the Buildings, or the Project. Tenant’s occupancy of the Premises shall be deemed an acknowledgment by Tenant that the Premises are suitable for Tenant’s intended use, and Landlord expressly disclaims any warranty that the Premises are suitable for Tenant’s intended use. Landlord does not make any warranties, express or implied, with respect to the Premises, the Building, or the Project. All implied warranties (including those of habitability, merchantability, or fitness for a particular purpose) are expressly negated and waived.

Section 2.3 Use . The Premises may be used only for the Permitted Use specified in Section 1.1(k) and for no other purposes without the prior written consent of Landlord. Tenant’s use of the Premises shall be in compliance with the Building Rules and with all applicable Legal Requirements and Insurance Requirements. Tenant shall not, even if technically within the Permitted Use, use the Premises for any purpose which is dangerous to person or property, which creates a nuisance, which would violate the Building Rules, or which would violate any applicable Legal Requirement or Insurance Requirement. Tenant shall comply with, and shall cause any Tenant Related Parties to comply with, all Building Rules and all Legal Requirements and Insurance Requirements relating to the use, condition, or occupancy of the Premises. “Insurance Requirements” shall mean all terms of any insurance policy obtained by Landlord or Tenant covering or applicable to the Premises or the Project; all requirements for the issuing of each such insurance policy; and all orders, rules, regulations, and other requirements of the National Board of Fire Underwriters (or any other bodies exercising any similar functions) which are applicable to or affect the Premises, the Building, or the Project or any use or condition of the Premises, the Building, or the Project. “Legal Requirements” shall mean all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, and requirements of all governmental authorities, foreseen or unforeseen, which now or at any time hereafter may be applicable to the Premises, the Buildings, or the Project, including (a) the Americans with Disabilities Act, (b) all federal, state, and local laws, regulations, and ordinances pertaining to air and water quality, hazardous materials, waste disposal, and other environmental matters; and (c) all laws, codes, and regulations pertaining to zoning, land use, health, or safety. “Tenant Related Parties” shall mean Tenant’s officers, partners, employees, agents, contractors, licensees, concessionaires, customers, and invitees.

Section 2.4 Reserved .

Section 2.5 Peaceful Enjoyment . Tenant may peacefully occupy the Premises for the Permitted Use during the Lease Term subject to the terms and provisions of this Lease and provided that Tenant pays the Rent and performs all of Tenant’s covenants and agreements contained in this Lease.

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ARTICLE 3

RENT

Section 3.1 Rental Payments . Tenant shall pay Rent to Landlord for each month during the Lease Term as provided in this Lease. Rent shall be due and payable in advance on the first (1st) day of each month during the Lease Term. If the Commencement Date is a date other than the first (1st) day of a calendar month, the Rent for the portion of the calendar month in which the Commencement Date occurs shall be due and payable on the Commencement Date; and the Rent for such partial month shall be prorated based upon the number of days from the Commencement Date to the end of that calendar month. Rent for any partial month at the end of the Lease Term shall be prorated based upon the number of days from the beginning of that month to the end of the Lease Term. Rent shall be payable at the address for Landlord designated in the first (1st) paragraph of this Lease (or at such other address as may be designated by Landlord from time to time). Tenant shall pay all Rent under this Lease at the times and in the manner provided in this Lease, without abatement, notice, demand, counterclaim, or set-off. Any charges or other sums payable by Tenant to Landlord under the terms of this Lease shall be considered as additional Rent. No payment by Tenant or receipt by Landlord of a lesser amount than the total amount of Rent then due shall be deemed to be other than on account of the earliest past due installment of Rent required to be paid under this Lease. No endorsement or statement on any check or in any letter accompanying any check or payment of Rent shall ever be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of the Rent then due or to pursue any other remedy available under this Lease, at law, or in equity.

Section 3.2 Interest/Late Charge . In the event that Tenant fails to pay any monthly Rent installment within five (5) days after the date on which any such Rent installment becomes due and payable, then (a) Tenant shall also be obligated to pay interest on such past due amounts at a rate equal to the lesser of ten percent (10%) per annum or the highest rate of interest permitted by applicable law and (b) Tenant shall pay a late charge in the amount of four percent (4%) of the amount of such past due Rent installment, as additional Rent under this Lease. Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid interest and late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in the inverse order of their maturity. Tenant’s failure to pay any installment of Rent when due may cause Landlord to incur anticipated costs (including processing and accounting costs), and the exact amount of these costs is extremely

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difficult to ascertain. Therefore, the late charges permitted under this Section 3.2 shall be liquidated damages for those costs and shall be in addition to and shall be cumulative of any other rights and remedies which Landlord may have under this Lease with regard to the failure of Tenant to make any payment of Rent or any other sum due under this Lease.

Section 3.3 Consecutive Late Payments . If Tenant fails in two (2) consecutive months to make Rent payments within five (5) days after the date when due, Landlord may require that future Rent payments be paid quarterly in advance instead of monthly and/or that all future Rent payments be made on or before the due date by cash, cashier’s check, or money order or ACH (in which event, the delivery of Tenant’s personal or corporate check will no longer constitute a payment of Rent under this Lease). The election by Landlord to exercise either or both of the foregoing remedies shall be made by written notice to Tenant and shall be in addition to any interest and late charges accruing under Section 3.2, as well as any other rights and remedies accruing as a result of such default. Any acceptance of a monthly Rent payment in the form of a personal or corporate check by Landlord thereafter shall not be construed as a subsequent waiver of these rights.

Section 3.4 Security Deposit . Tenant shall pay the Security Deposit to Landlord on the date this Lease is executed by Tenant in cash or in such other manner acceptable to Landlord. Tenant hereby grants to Landlord a security interest in the Security Deposit. Landlord shall have, and Landlord expressly retains and reserves, all rights of setoff, recoupment, and similar remedies available to Landlord under applicable laws or in equity. Landlord may commingle the Security Deposit with its other funds and shall receive and hold the Security Deposit without liability for interest. Upon default by Tenant, Landlord may from time to time, and without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrears of Rent or other sums then due from Tenant to Landlord or to pay the cost of any damage, injury, expense, or liability caused by any default by Tenant under this Lease. After any such application of any portion of the Security Deposit, Tenant shall pay to Landlord, immediately upon demand, the amount so applied so as to restore the Security Deposit to its original amount; and such amount shall then be deemed to be part of the Security Deposit. Tenant’s failure to restore the Security Deposit may, at Landlord’s sole option, constitute a default under this Lease. If Tenant is not in default under this Lease and after application of the Security Deposit to the repair of any damage or injury to the Project caused by Tenant or by any Tenant Related Party, any remaining balance of the Security Deposit held by Landlord shall be returned by Landlord to Tenant within a reasonable period of time after the expiration or termination of this Lease. The Security Deposit shall not be considered an advance payment of rental or a measure of Landlord’s damages resulting from a default by Tenant.

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ARTICLE 4

RESERVED

ARTICLE 5

ALTERATIONS, REPAIRS AND TRADE FIXTURES

Section 5.1 Alterations, Improvements and Additions.

(a) Tenant’s obligations to provide leasehold improvements within the Premises shall include partitions, lighting fixtures, floor and wall coverings, and other interior decoration and shall be of a design and quality consistent with the standards generally observed by Landlord and other tenants of the Building.

(b) All work to be done to improve, equip, or alter the Premises and any work in any other areas of the Project for which Tenant is responsible shall be subject to the following conditions:

(i) all such work shall be done at Tenant’s sole cost, risk, and expense and in accordance with all Legal Requirements, Insurance Requirements, Building Rules, and construction guidelines and standards of Landlord;

(ii) all such work shall be performed in a good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require;

(iii) no such work shall be commenced until approved in writing by Landlord;

(iv) all such work shall be performed in strict accordance with the plans and/or specifications previously approved by Landlord;

(v) all such work shall be prosecuted diligently and continuously to completion;

(vi) all such work shall be performed in a manner so as to minimize interference with the normal business operations of other tenants in the Building; the performance of Landlord’s obligations under this Lease, any other lease for space in the Building, or any Financing Lien or Ground Lease covering or affecting all or any part of the Project; and any work being done in any other portion of the Project;

(vii) Landlord may impose such conditions with respect to such work as Landlord deems appropriate, including, without limitation, (A) requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such work and (B) requiring Tenant or Tenant’s contractor to maintain insurance against liabilities which may arise out of such work;

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(viii) such work shall be performed by contractors approved in writing by Landlord and, if requested by Landlord, any such contractor and all work to be performed by such contractor shall be fully bonded (with Landlord named as co-obligee) with companies and in amounts acceptable to Landlord in its sole discretion; and

(ix) upon completion of any such work and upon Landlord’s request, Tenant shall deliver to Landlord evidence of payment, contractors’ affidavits, and full and final waivers of all liens for labor, services, or material.

(c) No alterations, improvements, or additions (including lighting fixtures, track lighting tracks, track lighting cans, and light bulbs) made to the Premises by or on behalf of either Landlord or Tenant may be removed by Tenant without Landlord’s prior written consent. All such alterations, improvements, or additions shall become the property of Landlord upon the termination or expiration of this Lease. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such alteration, improvement, or addition to the Premises.

(d) Tenant shall not allow any liens to be filed against the Premises or the Project in connection with the installation of any alterations, improvements, or additions to the Premises. If any such liens shall be filed, Tenant shall cause the same to be released immediately by payment, bonding, or other method acceptable to Landlord. If Tenant shall fail to cancel or remove any lien, then Landlord, at its sole option, may obtain the release of that lien; and Tenant shall pay to Landlord, on demand, the amount incurred by Landlord for the release of each lien, plus an additional charge (as determined by Landlord) to cover Landlord’s administrative overhead and expenses.

(e) Tenant hereby indemnifies and holds Landlord harmless from all losses, costs, damages, claims, expenses (including attorneys’ fees and costs of suit), liabilities, or causes of action arising out of or relating to any alterations, additions, or improvements that Tenant makes or causes to be made to the Premises or to any repairs made to any portion of the Project, including any occasioned by the filing of any mechanic’s, materialman’s, construction, or other liens or claims (and all costs or expenses associated with any such lien or claim) asserted, filed, or arising out of such work. Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent of or request by Landlord, express or implied, to any contractor, subcontractor, laborer, or

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materialman for the performance of any labor or the furnishing of any materials for the improvement, alteration, or repair of the Premises or the Project or as giving Tenant any right or authority to contract for or permit the rendering of any labor or the furnishing of any materials that would give rise to a lien against the Premises or the Project.

(f) Tenant shall have the sole responsibility for compliance with all applicable Legal Requirements and Insurance Requirements relative to any such alterations, improvements, or additions. Landlord’s approval of any plans or specifications shall never constitute an indication, representation, or certification that such alterations, improvements, or additions will be in compliance with any applicable Legal Requirement or Insurance Requirement or as to the adequacy or sufficiency of the alterations, improvements, or additions to which such consent relates. In instances in which several sets of requirements must be met, the strictest applicable requirements shall control.

Section 5.2 Maintenance and Repairs . Tenant shall take good care of and maintain the Premises (including all plate glass, Trade Fixtures, and improvements, additions, or alterations situated in the Premises) in a first class, clean, and safe condition. Tenant shall not commit or allow any waste or damage to be committed on any portion of the Premises or the Project. Tenant shall repair or replace any damage to any part of the Project, caused by Tenant or by a Tenant Related Party. However, Landlord may, at its option, make such repairs, improvements, or replacements; and Tenant shall repay Landlord on demand the actual costs incurred by Landlord to make such repairs, improvements, or replacements plus an additional charge (as determined by Landlord) to cover administrative overhead. Tenant shall arrange for the repair and maintenance of the foundation, exterior walls, and roof of the Buildings; the public areas within the Buildings; the heating, air conditioning, and ventilation system within the Buildings; and the facilities providing utility services which are located within the Project (collectively, “Tenant’s Repair Obligations” ).

Section 5.3 Reserved .

Section 5.4 Surrender of Premises . Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord, broom-clean and in a good state of repair and condition, excepting only ordinary wear and tear. Upon the expiration or termination of this Lease, Tenant will deliver all keys to the Premises to Landlord and inform Landlord of all combinations on locks, safes, and vaults, if any, which remain in the Premises.

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ARTICLE 6

RIGHTS RESERVED BY LANDLORD

Section 6.1 Landlord’s Access . Landlord (and its agents, representatives, and contractors) shall have the right to enter upon the Premises at any reasonable time (and, in the case of an emergency, at any time) to (a) inspect the Premises; (b) make repairs, alterations, or additions; and (c) show the Premises to prospective tenants, subtenants, mortgagees, and purchasers as Landlord may deem necessary or desirable. No such entry shall ever be construed to be an eviction of Tenant, a default by Landlord, or a breach of the covenant of quiet enjoyment. In exercising its rights under this Section 6.1, Landlord shall use reasonable efforts to avoid (to the extent reasonable and practicable under the circumstances) material interferen