**Exhibit
      10.14**




**SECOND
      AMENDMENT TO OFFICE LEASE**





THIS
      SECOND AMENDMENT TO OFFICE LEASE (the “Amendment”) is dated for reference
      purposes only, this 1 st day of
      March, 2006, by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION
      (“ **Landlord** ”),
      on
      the one hand, and PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION,
      (“ **Tenant** ”)
      on the
      other hand, with reference to the facts set forth in the Recitals
      below.





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





A.  Landlord
      and Tenant are parties to that certain Office Lease dated July 15, 2004, (the
      “ **Original
      Lease** ”),
      which
      was amended by that certain Amendment to Lease Date Change dated as of February
      23, 2005 (the “ **First
      Amendment** ”);
      (as
      amended, the “ **Lease** ”),
      pursuant to which Tenant leases from Landlord those certain premises (the
“ **Original
      Premises** ”)
      consisting of approximately 7,285 rentable square feet commonly known as Suites
      100 - 140, of that certain building commonly known as 905 Calle Amanecer, San
      Clemente, CA 92673 (the “ **Building** ”),
      and
      more particularly described in the Lease.





B.  Capitalized
      terms not defined in this Amendment have the meanings given to them in the
      Lease.





C.  Tenant
      desires to lease 2,845 rentable square feet of Additional Space known as Suite
      150 on the first (1 st )
      floor
      of the Building. Landlord and Tenant desire to amend the Lease to reflect the
      addition of Suite 150 in accordance with the terms hereinafter
      provided.





A
      G R E E
      M E N T





NOW,
      THEREFORE, in consideration of the above Recitals and other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties agree
      as
      follows:





1.  Additional
      Space .
      On the
      date the Second Amendment is fully executed, Tenant shall lease from Landlord
      2,845 rentable square feet which is a portion of the first (1 st )
      floor
      of 905 Calle Amanecer, San Clemente, CA 92673 known as Suite 150 depicted on Exhibit
      “A” attached
      hereto (the “ **Additional
      Space** ”).
      The
      term of the lease for the Additional Space only shall commence upon Landlord’s
      notice to Tenant that Tenant Improvements as set forth hereinafter are
      Substantially Complete, but in no event later than September 1, 2006. At that
      time an Addendum (“ **Date
      Change Addendum** ”)
      shall
      be created defining said Commencement Date which will be attached hereto and
      will become hereof a part of the terms and conditions of this Second Amendment
      to Office Lease. The term of the lease for the Additional Space shall expire
      May
      31, 2015. On the Commencement Date, as defined below, the “Premises” shall
      include the Original Premises and the Additional Space and the total square
      footage for the Original Premises and the Additional Space shall be 10,130
      rentable square feet.








/s/
                JT
            /s/
                MHLandlord
                Initials
            Tenant’s
                Initials








2.  Monthly
      Base Rent .
      The
      Base Monthly Rent for the Additional Space only shall be Five thousand six
      hundred ninety dollars ($5,690.00) per month Full Service Gross, commencing
      upon
      Landlord’s written notice to Tenant that Tenant Improvements are Substantially
      Completed, but in no event later than September 1, 2006 (“Commencement Date”)
      and continuing until May 31, 2015. Commencing with June 1, 2007, the Base
      Monthly Rent shall be Five thousand eight hundred thirty-two dollars and
      twenty-five cents ($5,832.25) per month Full Service Gross. Commencing with
      June
      1, 2008, the Base Monthly Rent shall be Five thousand nine hundred seventy-four
      dollars and fifty cents ($5,974.50) per month Full Service Gross. Commencing
      with June 1, 2009, the Base Monthly Rent shall be Six thousand one hundred
      sixteen dollars and seventy-five cents ($6,116.75) per month Full Service Gross.
      Commencing with June 1, 2010, the Base Monthly Rent shall be Six thousand two
      hundred fifty-nine dollars ($6,259.00) per month Full Service Gross. Commencing
      with June 1, 2011, the Base Monthly Rent shall be Six thousand four hundred
      one
      dollars and twenty-five cents ($6,401.25) per month Full Service Gross.
      Commencing with June 1, 2012, the Base Monthly Rent shall be Six thousand five
      hundred forty-three dollars and fifty cents ($6,543.50) per month Full Service
      Gross. Commencing with June 1, 2013, the Base Monthly Rent shall be Six thousand
      six hundred eighty-five dollars and seventy-five cents ($6,685.75) per month
      Full Service Gross. Commencing with June 1, 2014, the Base Monthly Rent shall
      be
      Six thousand eight hundred twenty-eight dollars ($6,828.00) per month full
      Service Gross.





3.  Tenant
      Improvements .
      Landlord agrees to complete, at Landlord’s sole expense, the following Tenant
      Improvements in the Additional Space only, as follows:





1.
            Replace
                carpeting throughout with Landlord’s standard carpet in Tenant’s choice of
                colors;


2.
            Paint
                Premises with Landlord’s standard
                paint;


3.
            Clean
                entire suite to “move-in”
condition;





Landlord
      shall complete the Tenant Improvements in accordance with all applicable
      building codes and ordinances, and Landlord shall use building-standard
      materials and finishes. Landlord shall complete the Tenant Improvements in
      a
      good and workmanlike manner and shall use only new materials. Landlord shall
      make every reasonable effort to complete the above Tenant Improvements as soon
      as reasonably possible after receipt of this signed Second Amendment to Office
      Lease and move-in monies, and estimates said work to take approximately two
      (2)
      to three (3) weeks to complete from date of Landlord’s receipt of signed Second
      Amendment to Office Lease and move-in monies and vacation and surrender of
      the
      Premises by the existing Tenant, but Landlord can make no guaranty of an exact
      date of completion. However, Landlord shall complete the Tenant Improvements
      before September 1, 2006.








/s/
                JT
            /s/
                MHLandlord
                Initials
            Tenant’s
                Initials







“Substantially
      Completed” or “Substantially Completes” shall be defined as when the Tenant
      Improvements as set forth herein are completed and the suite is cleaned to
      the
      point that any reasonable tenant walking the Additional Space would deem it
      ready to occupy, minor punch-list items excepted, and Landlord has tendered
      possession of the Additional Space to Tenant.





4.  Tenant’s
      Prorata Share .
      Effective as of the Commencement Date for the Additional Space of 2,845 rentable
      square feet, Tenant’s Prorata share for the entire Premises of 10,130 rentable
      square feet shall be 11.92%.





5.  Base
      Building Operating Expenses .
      In
      addition to the expenses set forth in the Original Office Lease, Tenant shall
      pay annually Tenant’s Share of increases in Building Operating Expenses in
      excess of the 2006 Base Year Expenses for the Additional Space only (Suite
      150).





6.  Option
      to Extend .
      Landlord and Tenant acknowledge and agree that the Option to Extend as set
      forth
      in Addendum “D” of the Original Lease remains in full force and effect for the
      Original Premises and/or the Additional Space upon the terms and conditions
      set
      froth therein.





7.  No
      Other Modifications .
      Except
      as modified in this Agreement, all other terms and conditions of the Lease
      and
      previous Amendments thereto shall remain unchanged and in full force and effect.
      To the extent of a conflict between the terms of the Lease and the terms of
      this
      Amendment, the terms of this Amendment shall prevail. A breach by Tenant of
      any
      of the terms of this Amendment shall constitute a material breach by Tenant
      of
      the Lease as to which Landlord shall have all rights and remedies. This
      Amendment may be executed in multiple counterparts, each of which shall be
      deemed to be an original, but all of which, together, shall constitute one
      and
      the same instrument.





8.  Upon
      Execution .
      Tenant
      shall pay Landlord upon execution hereof, Eleven thousand three hundred eighty
      dollars ($11,380.00) which includes: Five thousand six hundred ninety dollars
      ($5,690.00) for the first month’s Rent and Five thousand six hundred ninety
      dollars ($5,690.00) Security Deposit for the Additional Space.





/s/
                JT
            /s/
                MHLandlord
                Initials
            Tenant’s
                Initials








IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
      day
      and year set forth above.


LANDLORD:
              
              **OLEN
                    COMMERCIAL REALTY CORP.****A
                  NEVADA CORPORATION**By:
              /s/
                Jayne
                TaylorName:
              Jayne
                  TaylorTitle:
              Vice
                  PresidentTENANT:
              
              **PACIFIC
                  COAST NATIONAL BANCORP,****A
                  CALIFORNIA CORPORATION**By:
              /s/
                Michael S.
                HahnName:
              Michael
                  S. HahnTitle:
              PresidentBy:
              /s/
                David E.
                DaviesName:
              David
                  E. DaviesTitle:
              Secretary











PACIFIC
      POINTE CORPORATE CENTRE


905
      Calle
      Amanecer


San
      Clemente, CA 92673








[graphic]




















/s/
                JT
            Exhibit
                “A”
            /s/
                MHLandlord’s
                Initials
            
            Tenant’s
                Initials











**ADDENDUM
      TO SECOND AMENDMENT TO OFFICE LEASE**





THIS
      ADDENDUM TO SECOND AMENDMENT TO OFFICE LEASE is dated for reference purposes
      only, this 30th day of June, 2006, by and between OLEN COMMERCIAL REALTY CORP.,
      A NEVADA CORPORATION **“Landlord”** ,
      and
      PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION, hereinafter called **“Tenant”** .





Landlord
      and Tenant entered into that certain written Office Lease, dated July 15, 2004,
      (the **“Original
      Lease** ”)
      which
      was amended by that certain Amendment to Lease/Date Change (the **“First
      Amendment”** ),
      dated
      February 23, 2005; Second Amendment to Office Lease dated March 1, 2006 (the **“Second
      Amendment”** )
      pursuant to which Tenant leases from Landlord those certain Premises (the **“Original
      Premises”)** consisting of approximately 10,130 rentable square feet commonly known as Suites
      100-140 and 150 of that certain building commonly known as 905 Calle Amanecer,
      San Clemente, CA 92673 (the **“Building”** ),
      and
      more particularly described in the Lease.





Landlord
      and Tenant hereby express their mutual desire and intent to amend the Term
      of
      the Second Amendment to Office Lease for the Additional Space of 2,845 rentable
      square feet known as Suite 150, as follows:





The
      term
      of this Lease for the Additional Space known as Suite 150 shall be
      for:





Eight
      (8) years and Nine (9)_months .





A.
            Original
                Commencement Date for the Additional Space was:upon
                Landlord’s notice to Tenant that Tenant Improvements as set forth herein
                are Substantially Complete, but in no event later than September
                1,
                2006.




B.
            Revised
                Commencement Date for the Additional Space is:August
                1, 2006.




C.
            Expiration
                Date for the Additional Space is:May
                31, 2015.








/s/
                BK
            
            /s/
                MHLandlord’s
                Initials
            Page
                1 of 2
            Tenant’s
                Initials








Addendum
      to Second Amendment to Office Lease


Pacific
      Coast National Bancorp


June
      30,
      2006








Except
      as
      modified herein, all other terms and conditions of the Lease between the Parties
      above described, and attached hereto, shall continue in full force and
      effect..





LANDLORD:
            
            **OLEN
                  COMMERCIAL REALTY CORP.****A
                NEVADA CORPORATION**By:
            /s/
                Brandy KrechelName:
            Brandy
                KrechelTitle:
            Director
                of MarketingDate:
            7/13/06TENANT:
            
            **PACIFIC
                COAST NATIONAL BANCORP,****A
                CALIFORNIA CORPORATION**By:
            /s/
                Michael S. HahnName:
            Michael
                S. HahnTitle:
            PresidentDate:
            7/6/2006By:
            /s/
                David E. DaviesName:
            David
                E. DaviesTitle:
            SecretaryDate:
            7/10/06








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