EXHIBIT 10.50


                      DIVIDEND EQUIVALENT RIGHTS AGREEMENT


     This Dividend  Equivalent  Rights  Agreement (the  "Agreement") is made and
entered into as of the ____ day of _________,  20__, by and between Mission West
Properties,  Inc., a Maryland  corporation (the "Company"),  and the person (the
"Grantee")  who  has  signed  this  Agreement  and  has  acquired  the  Dividend
Equivalent  Rights  ("DERs")  pursuant  to the  grant  under  Section  17 of the
Company's  2004  Equity  Incentive  Plan  (the  "Plan")  and all the  terms  and
conditions of this Agreement.

     1. Terms of Grant and DERs.  The Company  hereby grants to the Grantee DERs
with respect to  _________________  shares of the Company's Common Stock, $0.001
par value per share  ("Common  Stock").  The DERs granted  under this  Agreement
entitle  the  Grantee to receive a payment  equal to the amount of the  dividend
declared and payable by the Company per share of Common Stock multiplied by such
number of Shares,  if and when such  dividends are paid by the Company from time
to time  during  the  term of  this  Agreement.  The  term of the  DERs  granted
hereunder shall last until terminated in accordance with this Agreement.

     2. Award Granted  Pursuant to the Plan.  The DERs awarded  pursuant to this
Agreement  are  issued  pursuant  to  Section  17 of the  Plan.  The  terms  and
provisions of the Plan are incorporated herein by reference, and in the event of
any conflict between the terms and provisions of this Agreement and those of the
Plan, the terms and provisions of the Plan, including,  without limitation,  the
powers of the  Committee  thereunder,  shall  prevail  and be  controlling.  All
capitalized  terms used in this  Agreement and not otherwise  defined shall have
the meanings ascribed thereto in the Plan.

     3. Restrictions on Transfer and Assignment. Except as otherwise provided in
Section 11 of the Plan, the DERs issued pursuant to this  Agreement,  and rights
and  privileges  conferred  hereby,  may  not be  sold,  transferred,  assigned,
pledged,  hypothecated  or encumbered in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Upon any attempt to sell, transfer,  assign,  pledge,  hypothecate,  encumber or
otherwise  dispose  of the DERs,  or any right or  privilege  conferred  hereby,
contrary to the provisions hereof, such DERs shall automatically be forfeited by
the Grantee and returned to the Company. The DERs are non-negotiable.

     4. Forfeiture of DERs. In the event the Grantee's  Continuous  Service with
the Company and its  Subsidiaries  is  interrupted or terminated for any reason,
except as otherwise  provided in the Plan,  all DERs  subject to this  Agreement
shall immediately be forfeited by the Grantee to the Company,  and the Grantee's
rights to receive the equivalent  payment for dividends declared with respect to
the shares of Common Stock also shall cease immediately.

     5.  Withholding  of Applicable  Taxes.  The Company shall have the right to
withhold from any transfer or payment made to the Grantee  under this  Agreement
all  federal,  state,  city or other  taxes as may be  required  pursuant to any
statute  or  governmental   regulation  or  ruling.   In  connection  with  such
withholding, the Company may make arrangements consistent with this Agreement as
it may deem appropriate.

     6.  Adjustments  Upon  Changes in  Capitalization.  In the event  there are
changes in capitalization of the Company of the type identified in Section 19 of
the Plan,  the DERs  subject to this  Agreement  shall be  adjusted  in the same
manner and to the same extent as shares of Common Stock of the Company.

     7. No Agreement of Employment or Service.  Nothing in this Agreement  shall
be construed as giving the Grantee an  agreement  or  understanding,  express or
implied,  that the  Company  shall  continue  the  employment  or service of the
Grantee.

     8.  Amendment and  Termination  of This  Agreement.  This  Agreement may be
amended or terminated in whole or in part by the Committee or the Board,  in its
sole discretion, but no such action shall adversely affect or alter any right or
obligation existing prior to such amendment or termination.

     9. Benefit of This  Agreement.  The terms and  provisions of this Agreement
shall be binding upon, and shall inure to the benefit of, the Grantee and his or
her executors or administrators, heirs and personal and legal representatives.

     10.  Governing  Law.  This  Agreement  shall be construed  and  interpreted
according to, and governed by, the laws of the California, without regard to its
principles of conflicts of laws.

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     11. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable  under any present or future law, such provisions shall
be fully  severable,  and this  Agreement  shall be construed and enforced as if
such illegal,  invalid or  unenforceable  provision  had never  comprised a part
hereof,  the remaining  provisions of this Agreement  shall remain in full force
and effect and shall not be affected by the  illegal,  invalid or  unenforceable
provision or by its severance  herefrom,  and in lieu of such  provision,  there
shall be added  automatically  as a part of this Agreement,  a legal,  valid and
enforceable  provision  as  similar  in  terms  to  such  illegal,   invalid  or
unenforceable  provisions as may be possible and the Company and Grantee  hereby
request the court or any arbitrator to whom disputes  relating to this Agreement
are submitted to reform the otherwise  unenforceable covenant in accordance with
the proceeding provision.

     12. Notices. Any notice required or permitted under this Agreement shall be
deemed given when  delivered  personally,  or when  deposited in a United States
Post Office, postage prepared,  addressed, as appropriate,  to Grantee either at
the address  set forth in the  records of the  Company or such other  address as
Grantee  may  designate  in writing to the  Committee,  or to the Board at 10050
Bandley Drive, Cupertino,  California 95014 or such other address as the Company
may designate in writing to Grantee.



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             Signature page of Dividend Equivalent Rights Agreement




     IN WITNESS  WHEREOF,  each party  hereto has executed  and  delivered  this
Agreement as of the date first written above.

                          COMPANY

                          MISSION WEST PROPERTIES, INC.


                          By:
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                          Its:
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                          GRANTEE

                          ------------------------------------------------------


                          ------------------------------------------------------
                          (Name)