**Exhibit 10.7**

** **

**FIRST AMENDMENT TO**

**LEASEAGREEMENT**

This FirstAddendum to Lease Agreement (the “First Amendment”) is entered into this  25  day of  July         , 2003by and between Griffin Properties, LLC, a California limited liability company(“Landlord”) and 1st Pacific Bank of California, a CaliforniaCorporation (“Tenant”), and is made with reference to the following facts andobjectives:

**RECITALS**

A.            Landlord and Tenant have previously entered into thatcertain Lease Agreement dated April 18, 2003 (the “Lease”) whereby Tenantagreed to lease from Landlord, and Landlord agreed to lease to Tenant, certainpremises commonly known as 8889 Rio San Diego Drive, Suite     ,San Diego, California (the “Premises”), and being more particularly described inthe Lease.

B.            Landlord and Tenant desire to amend the terms of theLease in accordance with the terms of this First Amendment.

NOW, THEREFORE,the parties hereto hereby agree as follows:

**1.****                                      Premises:**  The parties agreethat Section 1.2 of the Lease is hereby amended to provide that, for allpurposes of the Lease, the size of the Premises is hereby deemed to be ThreeThousand Nine Hundred Four (3,904) rentable square feet.

**2.****                                      Base Rent:**  Section 1.8 is herebymodified by adding the following Base Rent schedule thereto, which indicatesthe Base Rent which is payable by Tenant throughout the Term:

|            | ** ** | **Monthly**        | ** ** |
|------------|------------|--------------------|------------|
| **Months** | ** ** | **Base Rent** | ** ** |
|       |       |               |       |
| 01-12      |       | $                  | 9,955.20   |   |
| 13-24      |       | $                  | 10,253.86  |   |
| 25-36      |       | $                  | 10,561.47  |   |
| 37-48      |       | $                  | 10,878.32  |   |
| 49-60      |       | $                  | 11,204.67  |   |
| 61-72      |       | $                  | 11,540.81  |   |
| 73-84      |       | $                  | 11,887.03  |   |
| 85-96      |       | $                  | 12,243.64  |   |
| 97-108     |       | $                  | 12,610.95  |   |
| 109-120    |       | $                  | 12,989.28  |   |

 

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**3.****                                      First Month’s Rent:** Pursuant to Section 1.10, Tenant paid to Landlord, on the execution ofthe Lease, an amount equal to Seven Thousand One Hundred Seventeen and 05/100Dollars ($7,117.05) on account of the first month’s Base Rent.  Tenant agrees to pay to Landlord, concurrentwith the execution of this First Amendment, the sum of Two Thousand EightHundred Thirty-eight and 15/100 Dollars ($2,838.15) to fully pay Landlord forthe first month’s Base Rent.

**4.****                                      Tenant Allowance:** Section 1.15 is hereby amended to provide that the maximum TenantImprovement Allowance to be paid by Landlord shall be One Hundred Sixty-threeThousand Nine Hundred Sixty-eight and 00/100 Dollars ($163,968.00).

**5.****                                      Refurbishment Allowance:** Section 1.16 is hereby amended to provide that the maximum amount to bepaid to Tenant pursuant to Section 1.16 is Eleven Thousand Seven Hundred Twelveand 00/100 Dollars ($11, 712.00).

**6.****                                      Remaining Provisions Unchanged:** Except as specifically provided in this First Amendment, all otherprovisions of the Lease shall remain in full force and effect in accordancewith their terms.

IN WITNESSWHEREOF, the undersigned have executed this First Amendment as of the date andyear first above written.
| Griffin Properties, LLC, a California |                  | 1st Pacific Bank of  California, a |
|---------------------------------------|-----------------------|-----------------------------------------|
| limited liability company             |                  | California Corporation                  |
|                                  |                  |                                    |
|                                  |                  |                                    |
| By:                                   |  /s/ Gary Beyler |                                    | By: |  /s/ James Burgess |
|                                  | Gary Beyler, Member   |                                    | Title: |  EVP & CFO |   |

 

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