**Exhibit 10.10**

**AMENDMENT NO 1 TO LEASE**

**THIS AMENDMENTNO. 1 TO LEASE**(“Amendment No. 1”) is dated as of January 27, 2005, by and between **KILROY REALTY, L.P.,**a Delaware LimitedPartnership, **KILROY REALTY CORPORATION,**aMaryland Corporation, General Partner (“Landlord”), and 1st** PACIFIC BANK OFCALIFORNIA,**a CaliforniaCorporation (“Tenant”), with reference to the following facts and objectives:

**R E C I T A L S:**

A.                         **Legacy Sabre Springs, LLC,**predecessor-in-interest to Landlord, acting inthe capacity of and therein referred to asLandlord, entered into a Lease dated September 30, 2004, with Tenant,acting in the capacity of and therein referred to as Tenant (the “Lease”) forSuite 100 (the “Premises”), containingapproximately 5,316 rentable square feet, located in a six-story building, the streetaddress of which is 13500 Evening Creek Drive North, San Diego, California92128 (“Building”), containing approximately 140,915 rentable square feet. TheBuilding comprises a portion of the Kilroy Sabre Springs project (the “Project”),which also contains a second six-story office building containing approximately140,915, with a street address of 13520 Evening Creek Drive North, San Diego,California, 92128. The Lease and this Amendment No. 1 are hereinafter collectivelyreferred to as the “Lease.”

B.                           Landlord and Tenant now wish to amend the Lease toconfirm the commencement andexpiration dates of the term, as hereinafter provided.

**NOW, THEREFORE,**in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are herebyacknowledged, Landlord and Tenant agree as follows:

1.                               **Confirmationof Dates**

Theparties hereby confirm that the Term of the Lease will commence February 7,2005 (“Lease Commencement Date”) for a termof approximately eighty-four (84) months, expiring on February 29, 2012(unless sooner terminated or extended as provided in the Lease.)

2.                               **Rent**

Rent shall commence February 7, 2005, in the amount of $14,884.80per month, subject to abatementas provided in Article 3 of the Lease.

3.                               **Tenant’s Share**

Tenant’s Share of Operating Expenses, Tax Expenses andUtilities Costs for the Premises is 3.77%, and Tenant’s Base Year for OperatingExpenses, Tax Expenses and Utilities is calendar year 2005. Tenant’s obligation to commence paymentof Tenant’s Share of Operating Expenses, Tax Expenses and Utilities Costs isJanuary 1, 2006.

**4.****                           ****Payments and Notices**

4.1                          Landlord’s address for purposes of payments andnotices pursuant to Section 24.19of the Lease is hereby confirmed to be as follows:

KilroyRealty, L.P.12200 W. Olympic Blvd., Suite 200Los Angeles, CA 90064Attn: Legal DepartmentTel No. (310) 481-8400Fax No. (310) 481-6530

With a copy to:                               Kilroy Realty, L.P.

13500 Evening Creek Drive North, Suite 130San Diego, CA 92128Attn: Asset ManagementTel No. (858) 513-3998Fax No. (858) 513-2588

4.2                       Any correctly addressed notice that is refused, unclaimed, orundeliverable because of an act or omissionof the party to be notified shall be considered to effective as of the first

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date that the notice was refused, unclaimed, orconsidered undeliverable by the postal authorities, messenger, or overnight delivery service.

5.                               **Entire Agreement**

This Amendment No. 1 embodies the entire understandingbetween Landlord and Tenant with respect to its subject matter hereof and can be changed only by aninstrument in writing signed by Landlord and Tenant. In the event of conflictbetween the terms of the Lease and the terms of this Amendment No. 1, the termsof this Amendment No. 1 shall prevail.

6.                               **Counterparts**

This Amendment No. 1 may be executed incounterparts, including facsimile counterparts, each of which shall bedeemed an original, but all of which, together, shall constitute one and the same Amendment No. 1.

7.                             **Authority**

Each individual executing this Amendment No. 1represents mat he or she is duly authorized to execute and deliver thisAmendment No. 1 and that this Amendment No. 1 is binding upon each of the respective parties in accordance with itsterms.

8.                               **Miscellaneous**

Capitalized terms used herein that are defined in theLease, as amended, shall have the same meaning when used in this Amendment No. 1. Any Exhibits attached heretoare by this reference incorporated herein. Landlord and Tenant each herebyacknowledge mat to their best information and belief no default exists underthe provisions of the Lease. Except as herein and previously amended the Lease is hereby ratified, affirmedand approved and shall continue to apply in full force and effect.

**INWITNESS WHEREOF,** theparties hereto have executed this Amendment No. 1 as of the date first hereinabove written.
| **KILROY REALTY, L.P.,**        | ** **                      | **l****st PACIFIC BANK OF CALIFORNIA,** |
|---------------------------------|---------------------------------|----------------------------------------------|
| A Delaware  Limited Partnership |                            | A California Corporation                     |
|                            |                            |                                         |
| **By:**                         | **KILROY  REALTY CORPORATION,** |                                         | By: |   |   |
|                            | A Maryland  Corporation         |                                         |   |
|                            | General Parmer                  |                                         | Title: |   |   |
|                            |                            |                                         |   |
|                            | By:                             |                                         |   |   | By: |   |   |
|                            |                            |                                         |   |
|                            | Title:                          |                                         |   |   | Title: |   |   |
|                            |                            |                                         |   |
|                            | By:                             |                                         |   | ** ** | **“TENANT”** |
|                            |                            | ** **                                   | ** ** |
|                            | Title:                          |                                         |   |   |   |
|                            |                            |                                         |   |
| ** **                      | **“LANDLORD”**        | ** **                                   | ** ** |
|                                 |                                 |                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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