exv10w3w5w3







Exhibit 10.3.5.3




FIRST AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“First
Amendment”) is made this 30th day of June, 2003, between
CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability
company (“Landlord”), and HEALTHCARE FINANCIAL PARTNERS REIT, INC., a Maryland corporation
(“Tenant”).



WITNESSETH:




     WHEREAS, by that certain Office Lease Agreement dated December 7, 2001 (the “Lease”), Landlord
leased to Tenant, and Tenant leased from Landlord, approximately 10,608 square feet of rentable
area, located on the eleventh (11th) floor of the building located at 4445 Willard Avenue, Chevy
Chase, Maryland, upon the terms and conditions set forth in the Lease; and



     WHEREAS, Landlord and Tenant desire to modify the terms and conditions of the Lease to
establish the Lease Commencement Date thereunder as March 1, 2002, as more particularly set forth
herein.



     NOW, THEREFORE, in consideration of the above and the mutual covenants and agreements of the
parties hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, Landlord and Tenant hereby
agree as follows:



     1. Capitalized terms used herein and not otherwise defined shall have the same meanings as
those ascribed to them in the Lease.








 









 











     2. Section 3.2 of the Lease is hereby amended by deleting
the first (1st) sentence thereof and inserting the following
language in lieu thereof: “The ‘Lease Commencement Date’ shall be
March 1, 2002.”



     3. Exhibit D attached to the Lease is hereby deleted in its
entirety and the version of Exhibit D attached to this First
Amendment is hereby attached to the Lease and made a part thereof
in lieu of the original version of Exhibit D.



     4. Landlord and Tenant each hereby agrees and acknowledges with the other that, to the best
of each party’s actual knowledge, no default by either party exists under the Lease as of the date
of this First Amendment.



     5. Except as expressly amended and modified herein, all terms, conditions and
provisions of the Lease shall remain unmodified and in full force and effect.



     6. Landlord and Tenant represent and warrant to each other
that the person signing this First Amendment on its behalf has the
requisite authority and power to execute this First Amendment and
to thereby bind the party on whose behalf it is being signed.



     7. Landlord and Tenant represent and warrant to each other
that neither of them has employed any broker in procuring or
carrying on any negotiations relating to this First Amendment.
Landlord and Tenant shall indemnify and hold each other harmless



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from any loss, claim or damage relating to the breach of the
foregoing representation and warranty by the indemnifying party.




     IN WITNESS WHEREOF, Landlord and Tenant have executed this
First Amendment to Office Lease Agreement as of the day and year
first hereinabove written.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	LANDLORD:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CHASE TOWER ASSOCIATES,
L.L.C., a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	CHASE TOWER INVESTORS, L.L.C.,	 	 
	 	 	 	 	a Delaware limited liability	 	 
	 	 	 	 	company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	JBG/BANNOCKBURN PARTNERS,	 	 
	 	 	 	 	 	 	L.L.C., a Delaware limited	 	 
	 	 	 	 	 	 	liability company, its	 	 
	 	 	 	 	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Celeste McCall
 


	 	 	 	 	 	By:
	 	/s/ Robert A. Stewart
 

	 	[SEAL] 
	 

	 	 	 	 	 	Name:
	 	Robert A. Stewart	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Member	 	 






[Signatures continued on next page]




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[Signatures continued from previous page]




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	TENANT:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	HEALTHCARE FINANCIAL PARTNERS
	 	 	 	 	REIT, INC., a Maryland corporation	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sean P. Murphy
 

	 	By:
	 	/s/ Peter J. Farrell
 

	 	[SEAL] 
	Name Sean P. Murphy	 	 	 	Peter J. Farrell	 	 
	Its: Secretary	 	 	 	President	 	 







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