SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P.

Exhibit 10.10

SECOND AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PACIFIC OFFICE PROPERTIES, L.P.

     As of June 19, 2008, the undersigned, being the sole general partner of Pacific Office Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act and pursuant to the terms of that certain Amended and Restated Limited Partnership Agreement of Limited Partnership, dated March 19, 2008, as amended (the “Partnership Agreement”), does hereby amend the Partnership Agreement as follows:

     Capitalized terms used but not defined in this Second Amendment shall have the same meanings that are ascribed to them in the Partnership Agreement.

     1. Additional Limited Partners. Each of the Persons identified on Schedule 1 hereto, each of whom is an existing Limited Partner of the Partnership, is hereby issued the number of Common Units set forth on such Schedule 1.

     2. Schedule of Partners. Exhibit A to the Partnership Agreement is hereby deleted in its entirety and replaced by Exhibit A hereto which identifies the Partners following consummation of the transactions referred to in Section 1 hereof.

     3. Ratification. Except as expressly modified by this First Amendment, all of the provisions of the Partnership Agreement are affirmed and ratified and remain in full force and effect.

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SIGNATURE PAGE IMMEDIATELY FOLLOWS]

     IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of the date first written above.

		PACIFIC OFFICE PROPERTIES TRUST, INC.,
		as sole general partner of the Partnership
		By:		/s/ Dallas E. Lucas   Dallas E. Lucas
				President and Chief Executive Officer

Schedule 1

Additional Limited Partners		Number of Common Units
Robert M. Irish			23,677
116 Spinnaker Court
Del Mar, CA 92014
James M. Saivar			31,841
11260 El Camino Real #200
San Diego, CA 92130
Robert F. Buie and Pamela I. Buie			271,058
Family Trust
P.O. Box 8365
Rancho Santa Fe, CA 92067

Exhibit A

		Common Units				Preferred Units
Name and Address		(Percentage)				(Percentage)
GENERAL PARTNER:
Pacific Office Properties Trust, Inc.			3,031,125				0
233 Wilshire Blvd., Suite 830
Santa Monica, CA 90401			17.49	%			0	%
LIMITED PARTNERS:
POP Venture, LLC			13,576,165				4,545,300
841 Bishop Street
Honolulu, HI 96813			78.34	%			100	%
POPTLP, LLC			0				0
841 Bishop Street
Honolulu, HI 96813			0	%			0	%
Robert M. Irish			58,697				0
116 Spinnaker Court
Del Mar, CA 92014			0.34	%			0	%
James M. Saivar			51,674				0
11260 El Camino Real #200
San Diego, CA 92130			0.30	%			0	%
Robert F. Buie and Pamela I. Buie Family			414,468				0
Trust
P.O. Box 8365			2.39	%			0	%
Rancho Santa Fe, CA 92067
John B. Campbell and Elvina Campbell,			198,263				0
Husband and Wife
P.O. Box 9064			1.14	%			0	%
Rancho Santa Fe, CA 92067