STANDARD MULTI-TENANT OFFICE LEASE - GROSS

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



1. BASIC PROVISIONS ("BASIC PROVISIONS").



     1.1    PARTIES: THIS LEASE ("LEASE"), dated for reference purposes only

October 18, 2001, is made by and between Sorrento Square, LLC, a California

limited liability company ("LESSOR") and Oceanic Exploration Co., a Delaware

corporation d/b/a Alliance Employment Solutions ("LESSEE"), (collectively, the

"PARTIES", or individually a "PARTY").



     1.2(a) PREMISES: That certain portion of the Project (as defined below)

known as Suite Number(s) 125 first (1st) floor(s), consisting of approximately

5,795 rentable square feet and approximately 5,215 useable square feet

("PREMISES"). The Premises are located at: 6125 Cornerstone Court East, in the

City of San Diego, County of San Diego, State of California, with zip code

92121. In addition to Lessee's rights to use and occupy the Premises as

hereinafter specified, Lessee shall have non-exclusive rights to the Common

Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall

not have any rights to the roof, the exterior walls, the area above the dropped

ceilings, or the utility raceways of the building containing the Premises

("BUILDING") or to any other buildings in the Project. The Premises, the

Building, the Common Areas, the land upon which they are located, along with

all other buildings and improvements thereon, are herein collectively referred

to as the "PROJECT". The Project consists of approximately 16,240 rentable

square feet. (See also Paragraph 2)



     1.2(b) PARKING: Ratio of four (4) unreserved parking spaces per 1,000

usable square feet leased, or any part leased thereof. (See Paragraph 2.6.)



     1.3    TERM: Three (3) years and zero (0) months ("ORIGINAL TERM")

commencing November 15, 2001 ("COMMENCEMENT DATE") and ending November 16, 2004

("EXPIRATION DATE"). (See also Paragraph 3)



     1.4    EARLY POSSESSION: November 1, 2001 ("EARLY POSSESSION DATE"). (See

also Paragraphs 3.2 and 3.3)



     1.5    BASE RENT: $9,851.50 per month ("BASE RENT"), payable on the first

(1st) day of each month commencing January 1, 2002. (See also Paragraph 4)



[X] If this box is checked, there are provisions in this Lease for the Base

Rent to be adjusted.



     1.6    LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: thirty-five and

seven-tenths percent (35.7%) ("LESSEE'S SHARE"). Lessee's Share has been

calculated by dividing the approximate rentable square footage of the Premises

by the total approximate square footage of the rentable space contained in the

Project and shall not be subject to revision except in connection with an

actual change in the size of the Premises or a change in the space available

for lease in the Project.



     1.7    BASE RENT AND OTHER MONIES PAID UPON EXECUTION:



            (a) BASE RENT: $4,925.75 for the period November 15, 2001 through

November 30, 2001.



            (b) SECURITY DEPOSIT: $10,451.46 ("SECURITY DEPOSIT"). (See also

Paragraph 5)



            (c) PARKING: $N/A for the period N/A



            (d) OTHER: $N/A for N/A



            (e) TOTAL DUE UPON EXECUTION OF THIS LEASE: $15,377.21



     1.8    AGREED USE: Employment services and general office as permitted

under existing zoning. (See also Paragraph 6)



     1.9    BASE YEAR; INSURING PARTY. The Base Year is 2001. Lessor is the

"INSURING PARTY". (See also Paragraph 4.2 and 8)



     1.10   REAL ESTATE BROKERS: (See also Paragraph 15)



            (a) REPRESENTATION: The following real estate brokers (the

"BROKERS") and brokerage relationships exist in this transaction (check

applicable boxes):



[X] Burnham Real Estate Services represents Lessor exclusively ("LESSOR'S

BROKER");



[X] The Staubach Company represents Lessee exclusively ("LESSEE'S BROKER"); or



[ ] N/A represents both Lessor and Lessee ("DUAL AGENCY").



            (b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease

by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in

a separate written agreement.



     1.11   GUARANTOR. The obligations of the Lessee under this Lease shall be

guaranteed by Oceanic Exploration Co., a Delaware corporation ("GUARANTOR").

(See also Paragraph 37)



     1.12   BUSINESS HOURS FOR THE BUILDING: 7:00 a.m. to 7:00 p.m., Mondays

through Fridays (except Building Holidays) and 9:00 a.m. to 1:00 p.m. on

Saturdays (except Building Holidays). "BUILDING HOLIDAYS" shall mean the dates

of observation of New Year's Day, President's Day, Memorial Day, Independence

Day, Labor Day, Thanksgiving Day, Christmas Day.



     1.13   LESSOR SUPPLIED SERVICES. Notwithstanding the provisions of

Paragraph 11.1, Lessor is NOT obligated to provide the following:



[X] Janitorial services



[X] Electricity



[ ] Other (specify): N/A



     1.14   ATTACHMENTS. Attached hereto are the following, all of which

constitute a part of this Lease:



[X] an Addendum consisting of Paragraphs 51 through 57;



[X] a plot plan depicting the Premises;



[X] a current set of the Rules and Regulations;

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