SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

Exhibit 10.3.2

SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

     THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (“Second Amendment”) is made this 4th day of February, 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;

     WHEREAS, the Original Lease and the First 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 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 desire to extend the term of the Lease with respect to the Original Premises and the 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 Second Expansion Space and the extension of the term of the Lease with respect to the Original Premises and the 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:

     1. Any capitalized terms used in this Second 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 XXVIII, to read as follows:

“ARTICLE XXVIII
SECOND EXPANSION SPACE

     28.1. Term . Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, approximately 19,290 square feet of rentable area (the ‘Second Expansion Space’) located on the sixth (6th) floor of the Building, which Second Expansion Space is hereby agreed to be that certain space which is shown on Exhibit L attached hereto and made a part hereof and known as Suite 600, for a term (the ‘Second Expansion Space Term’) commencing on February 3, 2003 (the ‘Second Expansion Space Commencement Date’) and continuing through and including Midnight on May 31, 2013 (the ‘Second Expansion Space Expiration Date’), unless earlier terminated pursuant to the provisions of this Lease.

     28.2. Second Expansion Space Tenant’s Work . Landlord shall deliver the Second Expansion Space to Tenant in shell condition, as defined in Exhibit M attached hereto and made a part hereof, following the day on which Landlord executes that certain Second Amendment to Office Lease Agreement (the ‘Second Amendment’) after the execution thereof by Tenant. Landlord is under no obligation to make any other improvements to the Original Premises, the Expansion Space or the Second Expansion Space. Notwithstanding the foregoing, Landlord shall make available for the performance of Second Expansion Space Tenant=s Work (as hereinafter defined) an allowance (the ‘Second 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 Second Expansion Space. Landlord shall pay the Second Expansion Space Tenant Allowance to Tenant following Tenant=s completion of Second 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 Second 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 Second Expansion Space Tenant’s Work.

     Tenant shall improve the Second Expansion Space in accordance with the construction drawings for permit

dated January 6, 2003 (the ‘Second Expansion Space Tenant=s Plans’) (the work set forth in the Second Expansion Space Tenant=s Plans being hereinafter referred to as Second Expansion Space Tenant=s Work’).

     The provisions of Section 9.1 of this Lease with respect to Tenant’s Work shall also govern (including, but not limi