OFFICE LEASE AGREEMENT

Office Lease Agreement

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IPEX, INC | CA-LA JOLLA CENTRE LIMITED PARTNERSHIP, | AICI, Inc.,

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Title: OFFICE LEASE AGREEMENT
Date: 4/5/2005

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>

<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.

<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.

<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

<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;

<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

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.

<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 o

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