<PAGE>
                                                                  EXHIBIT 10.1.1

                    THIRD AMENDMENT TO OFFICE LEASE AGREEMENT


         THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT ("Third Amendment") is
made this 1st day of August, 2003, by and between CHASE TOWER ASSOCIATES,
L.L.C., a Delaware limited liability company ("Landlord"), and CAPITALSOURCE
FINANCE LLC, a Delaware limited liability company ("Tenant").

                              W I T N E S S E T H:

         WHEREAS, by that certain Office Lease Agreement dated December 8, 2000
(the "Original Lease"), Landlord leased to Tenant, and Tenant leased from
Landlord, approximately 16,799 square feet of rentable area on the twelfth
(12th) floor, known as Suite 1200 (the "Original Premises"), in the building
located at 4445 Willard Avenue, Chevy Chase, Maryland (the "Building"), upon the
terms and conditions set forth in the Lease;

         WHEREAS, by that certain First Amendment to Office Lease Agreement
dated May 10, 2002 (the "First Amendment"), Landlord leased to Tenant, and
Tenant leased from Landlord, an additional 7,463 square feet of rentable area
located on the eleventh (11th) floor of the Building and known as Suite 1130
(the "Expansion Space"), and the parties extended the term of the Original
Lease, upon the terms and conditions more specifically set forth therein;

<PAGE>
         WHEREAS, by that certain Second Amendment to Office Lease Agreement
dated February 4, 2003 (the "Second Amendment"), Landlord leased to Tenant, and
Tenant leased from Landlord, an additional 19,290 square feet of rentable area
located on the sixth (6th) floor of the Building and known as Suite 600 (the
"Second Expansion Space"), and the parties extended the term of the Original
Lease, upon the terms and conditions more specifically set forth therein;

         WHEREAS, the Original Lease, the First Amendment and the Second
Amendment are hereinafter collectively referred to as the "Lease";

         WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, an additional 21,439 square feet of rentable area located on
the fifth (5th) floor of the Building and known as Suite 500 (the "Third
Expansion Space"), upon the terms and conditions hereinafter set forth;

         WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
understanding and agreement with regard to the lease of the Third Expansion
Space, and to otherwise amend the Lease, as more particularly set forth herein.

         NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:


                                       2
<PAGE>

         1. Any capitalized terms used in this Third Amendment and not otherwise
defined herein shall have the meanings ascribed to them in the Lease.

         2. The Lease is hereby amended by adding thereto a new Article XXIX, to
read as follows:

                                  "ARTICLE XXIX
                              THIRD EXPANSION SPACE

                  29.1. Term. Landlord hereby leases unto Tenant, and Tenant
         hereby leases from Landlord, approximately 21,439 square feet of
         rentable area (the 'Third Expansion Space') located on the fifth (5th)
         floor of the Building, which Third Expansion Space is hereby agreed to
         be that certain space which is shown on Exhibit N attached hereto and
         made a part hereof and known as Suite 500, for a term (the 'Third
         Expansion Space Term') commencing on the earlier of (i) February 1,
         2004 or (ii) the date on which Tenant commences beneficial use of the
         Third Expansion Space (the earlier of such two dates being hereinafter
         referred to as the 'Third Expansion Space Commencement Date') and
         continuing through and including Midnight on May 31, 2013 (the 'Third
         Expansion Space Expiration Date'), unless earlier terminated pursuant
         to the provisions of this Lease.

                  29.2. Third Expansion Space Tenant's Work. Landlord shall
         deliver the Third Expansion Space to Tenant in shell condition, as
         defined in Exhibit O attached hereto and made a part hereof (except
         that Landlord shall also provide Tenant with twenty-five (25) VAV boxes
         for Tenant's installation), following the day on which Landlord
         executes that certain Third Amendment to Office Lease Agreement (the
         'Third Amendment') after the execution thereof by Tenant. Landlord
         shall also inspect the base building core doors on the fifth floor of
         the Building and replace or refinish such doors as Landlord deems
         necessary in order to have the doors be Building standard. Landlord is
         under no obligation to make any other improvements to the Original
         Premises, the Expansion Space, the Second Expansion Space or the Third
         Expansion Space. Notwithstanding the foregoing, Landlord



                                       3
<PAGE>

        shall make available for the performance of Third Expansion Space
        Tenant's Work (as hereinafter defined) an allowance (the 'Third
        Expansion Space Tenant Allowance') in an amount equal to the product of
        (a) Thirty-Six and 30/100 Dollars ($36.30) multiplied by (b) the number
        of square feet of rentable area comprising the Third Expansion Space.
        Landlord shall pay the Third Expansion Space Tenant Allowance to Tenant
        following Tenant's completion of Third Expansion Space Tenant's Work (as
        hereinafter defined) and upon the terms and conditions set forth in
        Section 9.1 of this Lease with respect to the Tenant Allowance for
        Tenant's Work with respect to the Original Premises, including, but not
        limited to, the payment by Landlord of the Third Expansion Space Tenant
        Allowance in increments disbursed not more often than once per month,
        except that there shall be no Tenant Loan with respect to any such Third
        Expansion Space Tenant's Work.

                Tenant shall improve the Third Expansion Space in accordance
        with the Third Expansion Space Tenant's Plans (as hereinafter defined).
        Tenant shall submit to Landlord Tenant's final plans and specifications
        for improvements to the Third Expansion Space (the 'Third Expansion
        Space Tenant's Plans'), which shall be subject to Landlord's prior
        written approval (the work set forth in the Third Expansion Space
        Tenant's Plans being hereinafter referred to as Third Expansion Space
        Tenant's Work'), which approval shall not be unreasonably withheld or
        delayed with respect to items which do not affect any of the structural
        components of the Building or any of the Building's systems or the
        exterior aesthetics of the Building. From and after the date of
        Landlord's approval of the Third Expansion Space Tenant's Plans, any
        changes to the Third Expansion Space Tenant's Plans shall not be binding
        unless approved in writing by both Landlord and Tenant. Landlord's
        approval of the Third Expansion Space Tenant's Plans shall constitute
        approval of Tenant's design concept only and shall in no event be deemed
        a representation or warranty by Landlord as to whether the Third
        Expansion Space Tenant's Plans comply with any and all legal
        requirements applicable to the Third Expansion Space Tenant's Plans and
        Third Expansion Space Tenant's Work.

                  The provisions of Section 9.1 of this Lease with respect to
         Tenant's Work shall also govern (including,



                                       4
<PAGE>

        but not limited to, Landlord's approval of subcontractors and
        contractors) the performance of Third Expansion Space Tenant's Work.

                Landlord hereby approves Rand Construction as Tenant's general
        contractor for the performance of Third Expansion Space Tenant's Work.

                29.3 Third Expansion Space Base Rent. In addition to the Base
        Rent for the Premises (i.e., the Original Premises, the Expansion Space
        and the Second Expansion Space) payable pursuant to Section 4.1 hereof,
        the First Amendment and the Second Amendment, commencing on the Third
        Expansion Space Commencement Date and continuing thereafter throughout
        the Third Expansion Space Term, Tenant covenants and agrees to pay to
        Landlord Base Rent for the Third Expansion Space in the following
        amounts (the 'Third Expansion Space Base Rent'):


<TABLE>
<CAPTION>
                                              Third
                                         Expansion Space          Third Expansion Space     Third Expansion Space
             Third                  Base Rent Per Square Foot           Base Rent                 Base Rent
   Expansion Space Lease Year               Per Annum                   Per Annum                 Per Month
   --------------------------               ---------                   ---------                 ---------
<S>                                <C>                            <C>                       <C>
               1                             $35.00                    $750,365.00                $62,530.42
               2                             $35.88                    $769,231.32                $64,102.61
               3                             $36.78                    $788,526.42                $65,710.54
               4                             $37.70                    $808,250.30                $67,354.19
               5                             $38.64                    $828,402.96                $69,033.58
               6                             $39.61                    $849,198.79                $70,766.57
               7                             $40.60                    $870,423.40                $72,535.28
               8                             $41.62                    $892,291.18                $74,357.60
               9                             $42.66                    $914,587.74                $76,215.65

</TABLE>


                A 'Third Expansion Space Lease Year' shall mean that period of
        twelve (12) consecutive calendar months that commences on the Third
        Expansion Space Commencement Date, and each consecutive twelve (12)
        month period thereafter. The earliest such twelve (12) month period
        shall be referred to as 'Third Expansion Space Lease Year 1,' and each
        of the following Third Expansion Space Lease Years shall be similarly
        numbered for identification purposes. The Third Expansion Space Base
        Rent shall be payable by



                                       5
<PAGE>

        Tenant at the same times and in the same manner as set forth in this
        Lease with respect to the payment of Base Rent.

                29.4 Increased Operating Expenses and Increased Real Estate
        Taxes with respect to the Third Expansion Space. In addition to Tenant's
        proportionate share of Increased Operating Expenses and Tenant's
        proportionate share of Increased Real Estate Taxes payable with respect
        to the Original Premises, the Expansion Space and the Second Expansion
        Space pursuant to the terms of this Lease, commencing on the first
        anniversary of the Third Expansion Space Commencement Date, and for each
        calendar year of the Third Expansion Space Term, Tenant shall pay to
        Landlord, in the manner provided in Article V of this Lease, Tenant's
        proportionate share of Increased Operating Expenses for the Third
        Expansion Space for the calendar year and Tenant's proportionate share
        of Increased Real Estate Taxes for the Third Expansion Space for the
        calendar year. 'Tenant's proportionate share of Increased Operating
        Expenses for the Third Expansion Space for the calendar year' shall
        equal the product of 9.79% multiplied by the amount by which the total
        of Operating Expenses for the calendar year exceeds the Operating
        Expenses incurred during calendar year 2004; and 'Tenant's proportionate
        share of Real Estate Taxes for the Third Expansion Space for the
        calendar year' shall equal 9.79% multiplied by the amount by which the
        total of Real Estate Taxes for the calendar year exceeds Real Estate
        Taxes for calendar year 2004; provided, however, that for the calendar
        year during which the Third Expansion Space Term begins and ends, the
        Operating Expenses and Real Estate Taxes for the Third Expansion Space
        shall be prorated based upon the greater of (i) the number of days
        during such calendar year that this Lease is in effect or (ii) the
        number of days that Tenant actually occupies the Third Expansion Space
        or any portion thereof.

                29.5 Incorporation of Third Expansion Space Into the Premises.
        Except as otherwise herein expressly provided, the Third Expansion Space
        shall be deemed a part of the Premises for all purposes of this Lease,
        such that both Landlord and Tenant shall have such respective rights and
        obligations with respect to the Third Expansion Space as apply to the
        remainder of the Premises."



                                       6
<PAGE>

        3. The Lease is hereby amended by inserting therein a new Article XXX,
to read as follows:

                                  "ARTICLE XXX
                              RIGHT OF FIRST OFFER

                30.1 Available Space. Provided that CapitalSource Finance LLC, a
        Delaware limited liability company ('CapitalSource') is not then in
        default and has not been in default more than once during the Term, in
        each case both at the time of Landlord's Offer, as hereinafter defined,
        and at the time of the commencement of the Term as to the 11th Floor
        Space, as hereinafter defined, and is then in occupancy of at least
        fifty percent (50%) of the Premises at the time of Landlord's Offer, as
        hereinafter defined, and at the time of the commencement of the term as
        to the 11th Floor Space, as hereinafter defined, and provided further
        that the right and option of CapitalSource hereinafter granted shall be
        subject and subordinate to the prior right and option of any existing
        tenant, as of the date of the Third Amendment, as to the 11th Floor
        Space, as hereinafter defined, then, solely during the period commencing
        on the Third Expansion Space Commencement DATE, CapitalSource shall have
        a one-time right to receive from Landlord, prior to the next leasing of
        said 11th Floor Space by Landlord, an offer to lease the 11th Floor
        Space to CapitalSource on the terms set forth in Landlord's 11th Floor
        Offer, which offer shall be accepted or rejected at CapitalSource's
        option. '11th Floor Space' means only that office space located on the
        11th floor of the Building currently occupied by HealthCare Financial
        Partners REIT, Inc. ('HealthCare') and shown on Exhibit P attached to
        this Lease, as said space may become available for lease after the
        expiration of the term, or earlier termination, of the existing lease
        between Landlord and HealthCare with respect to the 11th Floor Space.
        The 11th Floor Space shall be offered to and accepted (if at all) by
        CapitalSource on the terms and conditions set forth in Landlord's offer
        to CapitalSource as to such 11th Floor Space ('Landlord's 11th Floor
        Offer'), which Landlord's Offer shall provide that the proposed Base
        Rent Per Annum shall be the prevailing market rent, as determined
        pursuant to Section 3.5(a) of this Lease.

                30.2 Notice; Exercise. CapitalSource shall give to Landlord
        written notice of CapitalSource's exercise of its option to so lease the
        11th Floor Space within thirty (30) days after the date on which
        Landlord gives Landlord's 11th Floor Offer to CapitalSource. If
        CapitalSource shall fail to exercise its option to lease the 11th Floor
        Space within said thirty (30) days after the date on which Landlord's
        11th Floor Offer is so given by Landlord, then Landlord shall be free to


                                       7
<PAGE>

        offer to lease and to lease such 11th Floor Space to others and
        CapitalSource's right to lease said 11th Floor Space shall be void and
        of no force or effect for the remainder of the Term of this Lease
        (CapitalSource's right hereunder being a one-time right as to such 11th
        Floor Space), and Landlord may lease said 11th Floor Space to others
        upon such terms and for such periods as shall be acceptable to Landlord
        (it being agreed that time shall be of the essence in CapitalSource's
        delivery of the aforesaid notice to Landlord and that, if such written
        notice is not so delivered within the time aforesaid, Landlord will rely
        to its detriment on CapitalSource's failure to give such written
        notice).

                30.3 Execution of Lease or Lease Amendment. Within thirty (30)
        days (subject to written extension by Landlord) after the date
        CapitalSource gives written notice to Landlord of the exercise of
        CapitalSource's option hereunder, Landlord and CapitalSource shall
        execute an amendment to this Lease (or, at Landlord's option, a new
        lease as to said 11th Floor Space) setting forth the terms set forth in
        Landlord's 11th Floor Offer. If CapitalSource shall fail to execute said
        lease amendment (or said new lease, as the case may be) for the 11th
        Floor Space within such thirty (30) day period (as the same may be
        extended as aforesaid), then Landlord shall have the right, at
        Landlord's option exercisable by written notice to CapitalSource: (a) to
        cancel the exercise by CapitalSource of CapitalSource's option and to
        offer to lease and to lease such 11th Floor Space to others upon such
        terms and conditions as shall be acceptable to Landlord, and to hold
        CapitalSource liable for any damages to Landlord from such cancellation,
        or (b) to not cancel the exercise by CapitalSource of CapitalSource's
        option, in which case CapitalSource shall remain bound by the exercise
        thereof and CapitalSource shall be deemed to be in default of this
        Lease.

                30.4 Miscellaneous Provisions. Nothing set forth in this Article
        XXX shall be construed to give CapitalSource a superior right to lease
        the 11th Floor Space in lieu of any written option on the part of
        HealthCare to renew or extend the term thereof. Any lease of the 11th
        Floor Space entered into pursuant to the terms of this Article XXX shall
        be effective upon the date of the amendment to this Lease (or upon the
        date of such new lease, as the case may be) and the term thereof and the
        obligation to pay rental thereunder shall commence upon the date
        determined pursuant to the provisions of Landlord's 11th Floor Offer, as
        set forth in such amendment or new Lease. During the period that
        Landlord's 11th Floor Offer is outstanding, Landlord may proceed with
        negotiations with prospective tenants other than CapitalSource with
        respect to any or all of the 11th Floor Space in question, provided that
        Landlord may only enter into leases with respect to the 11th Floor Space
        upon complying with all of the terms and conditions regarding
        CapitalSource's right of first offer, as set forth in



                                       8
<PAGE>



        this Article XXX. CapitalSource may only take the 11th Floor Space
        hereunder in whole but not in part."

       4. The Lease is hereby amended by inserting therein a new Article XXXI,
to read as follows:

                                  "ARTICLE XXXI
                              RIGHT OF SECOND OFFER

                31.1 Available Space. Provided that CapitalSource is not then in
        default and has not been in default more than once during the Term, in
        each case both at the time of Landlord's Offer, as hereinafter defined,
        and at the time of the commencement of the Term as to the 7th Floor
        Space, as hereinafter defined, and is then in occupancy of at least
        fifty percent (50%) of the Premises at the time of Landlord's 7th Floor
        Offer, as hereinafter defined, and at the time of the commencement of
        the term as to the 7th Floor Space, as hereinafter defined, and provided
        further that the right and option of CapitalSource hereinafter granted,
        shall be subject and subordinate to the prior right and option of The
        Ritz-Carlton Hotel Company, L.L.C. or any Permitted Transferee, as such
        term is defined in that certain Office Lease Agreement (the
        'Ritz-Carlton Lease') between Landlord and Ritz-Carlton (collectively
        'Ritz-Carlton'), to lease said 7th Floor Space (the 'Ritz-Carlton
        Expansion Option'), as hereinafter defined, then solely during the
        period commencing on the Third Expansion Space Commencement Date,
        CapitalSource shall have a one-time right to receive from Landlord,
        after the earlier to occur of the expiration of the Ritz-Carlton
        Expansion Option, as set forth in the Ritz-Carlton Lease, as to the 7th
        Floor Space or Landlord's receipt of a written waiver from Ritz-Carlton
        of the Ritz-Carlton Expansion Option, an offer to lease the 7th Floor
        Space to CapitalSource on the terms set forth in Landlord's 7th Floor
        Offer, which offer shall be accepted or rejected at CapitalSource's
        option. '7th Floor Space' means only that office space located on the
        7th floor of the Building and shown on Exhibit Q attached to this Lease,
        as said space may become available for lease after the expiration of the
        term, or earlier termination, of the existing lease between Landlord and
        the tenant of said 7th Floor Space as of the date upon which
        Ritz-Carlton is entitled to exercise the Ritz-Carlton Expansion Option.
        The 7th Floor Space shall be offered to and accepted (if at all) by
        CapitalSource on the terms and conditions set forth in Landlord's offer
        to CapitalSource as to such 7th Floor Space ('Landlord's 7th Floor
        Offer'), which Landlord's 7th Floor Offer shall provide that the
        proposed Base Rent Per Annum shall be the prevailing market rent, as
        determined pursuant to Section 3.5(a) of this Lease.

                  31.2 Notice; Exercise. CapitalSource shall give to



                                       9
<PAGE>

        Landlord written notice of CapitalSource's exercise of its option to so
        lease the 7th Floor Space within thirty (30) days after the date on
        which Landlord gives Landlord's 7th Floor Offer to CapitalSource. If
        CapitalSource shall fail to exercise its option to lease the 7th Floor
        Space within said thirty (30) days after the date on which Landlord's
        7th Floor Offer is so given by Landlord, then Landlord shall be free to
        offer to lease and to lease such 7th Floor Space to others and
        CapitalSource's right to lease said 7th Floor Space shall be void and of
        no force or effect for the remainder of the Term of this Lease
        (CapitalSource's right hereunder being a one-time right as to such 7th
        Floor Space), and Landlord may lease said 7th Floor Space to others upon
        such terms and for such periods as shall be acceptable to Landlord (it
        being agreed that time shall be of the essence in CapitalSource's
        delivery of the aforesaid notice to Landlord and that, if such written
        notice is not so delivered within the time aforesaid, Landlord will rely
        to its detriment on CapitalSource's failure to give such written
        notice).

                31.3 Execution of Lease or Lease Amendment. Within thirty (30)
        days (subject to written extension by Landlord) after the date
        CapitalSource gives written notice to Landlord of the exercise of
        CapitalSource's option hereunder, Landlord and CapitalSource shall
        execute an amendment to this Lease (or, at Landlord's option, a new
        lease as to said 7th Floor Space) setting forth the terms set forth in
        Landlord's 7th Floor Offer. If CapitalSource shall fail to execute said
        lease amendment (or said new lease, as the case may be) for the 7th
        Floor Space within such thirty (30) day period (as the same may be
        extended as aforesaid), then Landlord shall have the right, at
        Landlord's option exercisable by written notice to CapitalSource: (a) to
        cancel the exercise by CapitalSource of CapitalSource's option and to
        offer to lease and to lease such 7th Floor Space to others upon such
        terms and conditions as shall be acceptable to Landlord, and to hold
        CapitalSource liable for any damages to Landlord from such cancellation,
        or (b) to not cancel the exercise by CapitalSource of CapitalSource's
        option, in which case CapitalSource shall remain bound by the exercise
        thereof and CapitalSource shall be deemed to be in default of this
        Lease.

                31.4 Miscellaneous Provisions. Nothing set forth in this Article
        XXXI shall be construed to give CapitalSource a superior right to lease
        the 7th Floor Space in lieu of Ritz-Carlton's right to lease such 7th
        Floor Space pursuant to the Ritz-Carlton Expansion Option. Any lease of
        the 7th Floor Space entered into pursuant to the terms of this Article
        XXXI shall be effective upon the date of the amendment to this Lease (or
        upon the date of such new lease, as the case may be) and the term
        thereof and the obligation to pay rental thereunder shall commence upon
        the date determined pursuant to the provisions of Landlord's 7th Floor
        Offer, as set forth in such



                                       10
<PAGE>

        amendment or new Lease. During the period that any Landlord's 7th Floor
        Offer is outstanding, Landlord may proceed with negotiations with
        prospective tenants other than CapitalSource with respect to any or all
        of the 7th Floor Space in question, provided that Landlord may only
        enter into leases with respect to the 7th Floor Space upon complying
        with all of the terms and conditions regarding CapitalSource's right of
        first offer, as set forth in this Article XXXI. CapitalSource may only
        take the 7th Floor Space hereunder in whole but not in part."

         5. The definition of "Parking Permits" in Section 1.17 of the Lease is
hereby amended with respect to all periods beginning on and after the Third
Expansion Space Commencement Date by inserting the following language at the end
thereof:

                "Notwithstanding the foregoing, commencing on the Third
        Expansion Space Commencement Date, Tenant shall have the right to use an
        additional thirty-nine (39) Parking Permits as provided in Article XXIV
        of this Lease."

        6. Article X of the Lease (captioned "Signage") is hereby amended by
adding a new section to the end thereof:

                "10.2 Notwithstanding the foregoing, and provided that (i)
        Ritz-Carlton no longer has an exclusive right to signage on the exterior
        of the Building, (ii) CapitalSource is occupying more rentable square
        footage in the Building than any other tenant and (iii) CapitalSource is
        occupying at least seventy-five percent (75%) of the Premises,
        CapitalSource shall have the right to display a sign on the facade of
        the Building, above the lobby level, at a location selected by Landlord.
        CapitalSource shall submit to Landlord CapitalSource's plans and
        specifications for any proposed exterior sign, which plans and
        specifications (including, but not limited to, the materials, design,
        color and method of fabrication thereof) shall be subject to Landlord's
        prior written approval, in Landlord's sole and absolute discretion.
        CapitalSource shall be responsible for the installation, maintenance,
        repair and replacement of any exterior signage and shall bear all costs
        thereof. At all times during the Term that any approved exterior signage
        is displayed on the Building, CapitalSource shall



                                       11
<PAGE>

        ensure that such signage complies with all applicable laws and
        governmental regulations and shall maintain such signage in compliance
        with the requirements of this Lease."

        7. Article XXIV of the Lease (captioned "Parking") is hereby amended by
adding thereto a new section, to read as follows:

                  "24.4 Notwithstanding the foregoing, Tenant's Parking Spaces
         shall include Parking Permits for two (2) reserved parking spaces (in
         lieu of 2 unreserved spaces), subject to relocation from time to time,
         the monthly rent for which shall be the market rent for such spaces, as
         determined from time to time by Landlord or the Garage Operator. Tenant
         acknowledges that Landlord shall have no obligation to enforce the
         parking restriction in said signs and no liability for any failure to
         do so or for any impermissible parking which occurs that blocks any
         such space, and that Tenant's obligations under this Lease shall remain
         in full force and effect notwithstanding the fact any such space is
         blocked by impermissible parking. Any enforcement of such reserved
         parking spaces shall be at Tenant's sole cost and expense, and Tenant
         hereby indemnifies Landlord against, and holds Landlord harmless from,
         any and all costs (including, but not limited to, court costs and
         reasonable attorneys' fees), damages, claims, losses and causes of
         action arising out of the posting of any such signs and the enforcement
         of the restriction set forth therein."


        8. If requested by Landlord at any time during the Term, Tenant shall
promptly execute a declaration in the form attached hereto as Exhibit D-3.

        9. The Lease is further amended by inserting therein Exhibit D-3,
Exhibit N, Exhibit O, Exhibit P and Exhibit Q attached hereto, which Exhibit
D-3 ,Exhibit N, Exhibit O, Exhibit P and Exhibit Q are hereby incorporated into
the Lease by reference.

        10. Landlord and Tenant represent and warrant to each other that the
person signing this Third Amendment on its behalf has the



                                       12
<PAGE>

requisite authority and power to execute this Third Amendment and to thereby
bind the party on whose behalf it is being signed.

        11. Landlord and Tenant represent and warrant to each other that, except
as hereinafter provided, neither of them has employed any broker in procuring or
carrying on any negotiations relating to this Third Amendment. Landlord and
Tenant shall indemnify and hold each other harmless from any loss, claim or
damage relating to the breach of the foregoing representation and warranty by
the indemnifying party. Landlord recognizes only The Meyer Group, Ltd., as
Tenant's agent, and Insignia/ESG, Inc., as agent of Landlord, as brokers with
respect to this Third Amendment and agrees to be responsible for the payment of
a commission to said brokers pursuant to separate agreements with said brokers.

        12. Except as expressly amended and modified herein, all terms,
conditions and provisions of the Lease shall remain unmodified and in full force
and effect. In the event of any conflict between the terms and conditions of the
Lease and the terms and conditions of this Third Amendment, the terms and
conditions of this Third Amendment shall govern and control.



                                       13
<PAGE>



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

                                            LANDLORD

WITNESS:                                    CHASE TOWER ASSOCIATES, L.L.C., a
                                            Delaware limited liability company

                                            By: JBG/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/ BRIAN P. COULTER
                                                       -------------------------
                                                    Name: Brian P. Coulter
                                                         -----------------------
                                                    Its: Managing Member
                                                        ------------------------


                                       TENANT

ATTEST:                                CAPITALSOURCE FINANCE LLC, a
                                       Delaware liability company



By: /s/                        By: /s/ STEVEN A. MUSELES         [SEAL]
   -------------------------      -------------------------------
Name:                          Name: STEVEN A. MUSELES
     -----------------------        -----------------------------------
Its: Vice President            Its: Senior Vice President & Chief Legal Officer
    ------------------------       ------------------------------------

208351



                                       14
<PAGE>



                                   EXHIBIT D-3

                       DECLARATION BY LANDLORD AND TENANT
                    AS TO DATE OF DELIVERY AND ACCEPTANCE OF
           POSSESSION, THIRD EXPANSION SPACE COMMENCEMENT, DATE, ETC.

        This Certificate is being provided pursuant to that certain Third
Amendment to Office Lease Agreement dated as of ___________, 2003(the "Third
Amendment"), by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited
liability company ("Landlord") and CAPITALSOURCE FINANCE LLC, a Delaware limited
liability company ("Tenant"). The parties to the Lease desire to confirm the
following:

        The Third Expansion Space Commencement Date is _________, 2004.

        The term of the Lease with respect to the Original Premises, the
Expansion Space, the Second Expansion Space and the Third Expansion Space shall
expire at Midnight on May 31, 2013.

        IN WITNESS WHEREOF, Landlord and Tenant have executed this Certificate
under seal on ___________________, _____.

                                       LANDLORD

WITNESS:                               CHASE TOWER ASSOCIATES, L.L.C., a
                                       Delaware limited liability company

                                       By: JBG/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

                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------


                                     D-3-1
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                                     TENANT

ATTEST:                              CAPITALSOURCE FINANCE LLC, a
                                     Delaware liability company


By:                                  By:                                 [SEAL]
   -------------------------------      ---------------------------------
Name:                                Name:
     -----------------------------        -------------------------------------
Title:                              Title:
      ----------------------------        -------------------------------------




                                     D-3-2
<PAGE>



                                    EXHIBIT N

                       PLAN SHOWING THIRD EXPANSION SPACE



                                      N-1

<PAGE>


                                    EXHIBIT O

                      THIRD EXPANSION SPACE SHELL CONDITION


Structure          Concrete frame with deck, 80 lbs/ sq. ft. live load capacity.
                   20 lbs/ sq. ft. partition load.

Exterior           Architectural precast concrete and stone with low-E insulated
                   windows and curtainwall.

Column Spacing     Varies 30 feet x 30 feet typical

Roof               Modified bituminous roofing with a 20-year warranty.

Floor to Floor     11.5 feet typical

Finished
Ceiling Height     9 feet on typical office floors

HVAC System        The HVAC system will be floor by floor, water cooled,
                   self contained, variable air volume (VAV), air conditioning
                   units. System allows for independent operation on each floor.
                   Typical office area HVAC units will be sized for 300 sq. ft.
                   per ton. The costs and installation of VAV boxes shall be
                   Tenant's responsibility.

                   Building HVAC design criteria shall be:

Heating:           Maintain tenant area space temperature at 70 degrees F DB
                   +/-2 degrees, when outdoor temperature is 10 degrees F DB.
                   Indoor relative humidity is expected to be approximately 25%
                   +/- 5%.

                   Cooling: Maintain tenant area space temperature at 75 degrees
                   F DB +/-2 degrees, indoor relative humidity 50%, when outdoor
                   temperature is 95 degrees F DB and 78 degrees WB (ASHRAE 1%).

                                      O-1
<PAGE>

                   Fresh air will be provided to each mechanical room via medium
                   pressure ducted risers and VAV valves at the rate of 20 CFM
                   per person consistent with current ASHRAE Guidelines.

                   A roof mounted cooling tower will provide condenser water to
                   risers with valved taps at each floor for future tenant 24
                   hr. / 7 day supplemental units. There will be approximately
                   100 tons of capacity dedicated to all office tenant
                   prospective needs. The condenser water will be metered for
                   each tenant.

Electrical System  Three (3) electrical service entrances with utility company
                   transformers located in vaults on exterior of building will
                   supply three phase, four-wire 480/277-volt service. Typical
                   building electrical distribution system will include plug in
                   bus duct risers (2 per floor); double section high and low
                   voltage panels and K-13 rated transformers. Power available
                   for tenant use will be 6.0 watts/sq. ft low voltage and 3.5
                   watts/sq. ft. high voltage for lighting. Power
                   systems/capacities will be upgradeable for tenant
                   flexibility.

                   Space will be allotted within the first level of the parking
                   garage below grade for a future tenant generator.

Life Safety        Fire standpipe and base building fire alarm system will be
                   installed per high rise building code. Upturned sprinkler
                   heads will be provided in accordance with NFPA 13 at a
                   spacing of one head per 225 sq. ft. The base system will be
                   sized to support a sprinkler head density of 125 sq. ft.
                   per head. Fire Alarm system will be a fully supervised,
                   non-coded, addressable analog initiating, voice alarm
                   system conforming to ADA and BOCA high rise codes. An
                   emergency generator will be provided for elevator recall,
                   fire pump, stair pressurization, emergency lighting, fire
                   alarm, and other life safety systems.


                                      O-2
<PAGE>

Wet Columns        Two wet columns are provided per floor for use by Tenant.
                   Each wet column consists of: sanitary, plumbing vent and
                   domestic water supply.

Window Coverings   One inch aluminum, white slat venetian blinds.

Energy Management  An automated, direct digital control energy management system
                   will be installed under base building.

Elevators          Five traction passenger elevators, 400 feet per minute,
                   with 4,000 lb. capacity. One of these is a dual use
                   passenger/service elevator with a rear door opening to a
                   service corridor on the 1st floor.

Security System    Perimeter, elevators, and garage.

Rest Rooms         One set of women's and men's restrooms will be fully finished
                   on each floor with base building.

Typical
Floor Lobbies      Typical floor lobby finishes and finishes to corridors
                   connecting stairs will be included in tenant allowance.

Fiber Optics       Telephone and fiber optics sources will be available
                   via trunk lines located adjacent to the property. Vertical
                   riser sleeves are provided at each floor telephone closet
                   to accommodate future T-1 lines for connection to the
                   Internet.

Parking            Attendant assisted parking totaling 407 spaces or
                   approximately 1.8 spaces per 1000 rentable square feet.

Bike Lockers       Bike Racks are provided in the parking garage for use of the
                   tenants.


                                      O-3
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                                    EXHIBIT P


                                11TH FLOOR SPACE



                                      P-1
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                                    EXHIBIT Q

                                 7TH FLOOR SPACE



                                       Q-1