**Exhibit 10.5**

**First Amendment to Lease**

This Amendment, datedNovember 17, 2004, is executed by and between 95 College Plaza, Ltd., aCalifornia limited partnership (“**Landlord**”),and 1st Pacific Bank of California, a California corporation (“**Tenant**”). This Amendment is entered intowith reference to the following facts:

A.                      On or aboutNovember 1, 1999, Landlord, as landlord, and Tenant, as tenant, executed thatcertain Shopping Center Lease (“**the Lease**”)pertaining to the premises commonly known as 3500 College Boulevard, Oceanside,California 92054 (“**the Premises**”).

B.                        Theoriginal term of the Lease will expire on December 31, 2004 (“**the Original Term Expiration Date**”).

C.                        By thisAmendment, Landlord and Tenant desire to extend the term of the Lease and otherwiseamend the Lease, as provided below.

In consideration of theabove recitals and the mutual agreements stated below, the parties agree:

1.                          TermExtension. The term of the Lease is extended for a period commencingJanuary 1, 2005, through December 31, 2009 (“**theExtended Term**”). As a consequence of such extension, the option toextend the term, as provided in the Addendum to the Lease, is hereby deleted(i.e., Tenant has no further option to extend the term of the Lease).

2.                          MinimumAnnual Rent. During the first Lease Year (defined below), the MinimumAnnual Rent will be $8,797.80/mo. The Minimum Annual Rent for the second LeaseYear of the Extended Term and each subsequent Lease Year of the term of theLease will be equal to the amount derived by multiplying the Minimum AnnualRent for the first Lease year of the Extended Term by a fraction, the numeratorof which is the Index (defined below) amount for the last period for which theIndex is published and that ends before the commencement of the Lease Year forwhich the calculation is being made and the denominator of which is the Indexamount for the same calendar period immediately preceding the commencement ofthe first Lease year of the Extended Term. As used herein, “**Lease Year**” means each calendar yearcommencing on January 1 and ending on December 31. The “**Index**” is that published by the UnitedStates Price Index for all urban consumers for the Los Angeles area, all items,1982-84 base. Notwithstanding the foregoing, the maximum increase to Minimum AnnualRent during the Extended Term shall not exceed 3 percent above the amount ofthe Minimum Annual Rent during the preceding Lease Year. If the Bureau of LaborStatistics discontinues the publication of the Index, publishes the Index lessfrequently, or alters the Index in some other manner, then Lessor and Lesseewill adopt a substitute index or substitute procedure that reasonably reflectsand monitors charges in consumer prices. In no event will the Minimum AnnualRent during a subsequent Lease Year be reduced below the Minimum Annual Rentfor the preceding Lease Year. Lessor’s failure,

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by reason of oversight, mistake or otherwise, to makethe calculation or advise Lessee thereof prior to the end of any Lease Year orto collect any increased Minimum Annual Rent determined as set forth in thisparagraph will not release Lessee of Lessee’s obligation to pay to Lessor,forthwith upon discovery of such oversight or mistake, an amount equal to thedifference between the Minimum Annual Rent actually paid and the increasedMinimum Annual Rent that should have been paid during the period in which suchmistake or oversight continued.

3.                          Improvements.Landlord and Tenant further agree as follows:

3.1                     Landlordagrees, at Landlord’s cost, to perform the following work:

3.1.1            Landlord shall paint the exterior of thePremises in a color selected by Landlord or its architect, which color shouldbe acceptable to Lessee.

3.1.2            Landlord shall install a fence and gate inan area mutually agreed upon by Landlord and Tenant.

3.13               Landlordshall install motion-detector lights on the exterior walls of the rear and sideof the Premises.

3.1.4            Landlord shall engage the services of apest control contractor to abate rat and other rodent infestation in and aroundthe Premises on an ongoing basis.

3.1.5            Landlord shall cause six regular-sizedparking stalls in the area in front of the Premises to be marked “1st PacificBank of California.”

3.2                     Tenantmay, at Tenant’s expense, install (1) a night-deposit drop-box in the locationgenerally shown on Exhibit 1 attached hereto and/or (2) subject to Tenant’scompliance with all permits and other approvals required from the City ofOceanside, additional signage as generally depicted in Exhibit 2 attachedhereto,

4.                          Lessee’sRepresentations. In connection with execution of this Amendment, Lesseehereby represents to Landlord:

4.1                     NoLessor Default. To Lessee’s actual knowledge, Lessor is not in default andhas not been in default in the performance of Lessor’s obligations under theLease, and there exists no condition that with the passage of time or deliveryof notice or both would constitute a default by Lessor under the terms of theLease.

4.2                     NoOffset. Tenant has no right, claim, or action for recovery against Lessor,except as provided in Section 3(k) of the Lease pertaining to the $6,000.00Security Deposit.

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5.3                     NoInsolvency. Tenant has not initiated any insolvency proceeding and has nopresent intention to initiate any insolvency proceeding.

6.                          Confirmation.Except as modified by this Amendment, the Lease is hereby ratified andconfirmed.
| 95 College Plaza, Ltd.,          |                                          | 1st Pacific Bank of California, |
|----------------------------------|-----------------------------------------------|---------------------------------|
| a California limited partnership |                                          | a California corporation        |
|                             |                                          |                            |
|                             | By Cal Diego Builders, Inc.,                  |                            |   |
|                             | a California corporation, its General Partner |                            | By | /s/ A. Vincent  Siciliano |   |
|                             |                                          |                            | Print name | A. Vincent  Siciliano |   |
|                             |                                          |                            | Title | CEO |   |
|                             |                                          |                            |   |   |
|                             | By                                            | /s/ Harkishan B. Parekh         |   |   |   |   |
|                             |                                          | Harkishan B. Parekh, President  |   |   |   |
|                             |                                          |                            | By | /s/ James  Burgess |   |
|                             |                                          |                            | Print name | James Burgess |   |
|                             |                                          |                            | Title | EVP/CFO |   |
|                                  |                                               |                                 |  |  |  |  |  |  |  |  |  |  |

 

**Scheduleof Exhibits**
|   | Exhibit 1 |   | Diagram depicting location of night deposit box |
|--------|-----------|--------|-------------------------------------------------|
|   | Exhibit 2 |   | Diagram depicting new signage                   |

 

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