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

Exhibit 10.9

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

     As of April 30, 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 (the “Partnership Agreement”), does hereby amend the Partnership Agreement as follows:

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

     1. Additional Limited Partners. The Persons identified on Schedule 1 hereto are hereby admitted to the Partnership as Additional Limited Partners, owning the number of Common Units set forth on such Schedule 1. Prior to the execution hereof, such Persons have joined in the Partnership Agreement in a manner reasonably satisfactory to the undersigned.

     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.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;

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

Schedule 1

Additional Limited Partners		Number of Common Units
▇▇▇▇▇▇ ▇. Irish			35,020
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇			19,833
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇			143,410
Family Trust ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇			198,263
▇▇▇▇▇▇▇▇, Husband and Wife ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇

Exhibit A

		Common Units				Preferred Units
Name and Address		(Percentage)				(Percentage)
GENERAL PARTNER:
Pacific Office Properties Trust, Inc.			3,031,125				0
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇			17.8261	%			0	%
LIMITED PARTNERS:
POP Venture, LLC			13,576,165				4,545,300
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇			79.8419	%			100	%
POPTLP, LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇			▇				▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇			0	%			0	%
▇▇▇▇▇▇ M, Irish			35,020				0
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇			0.2060	%			0	%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇			19,833				0
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇			0.1166	%			0	%
▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ Family			143,410				0
Trust ▇.▇. ▇▇▇ ▇▇▇▇			0.8434	%			0	%
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,			198,263				0
Husband and Wife ▇.▇. ▇▇▇ ▇▇▇▇			1.1660	%			0	%
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇