EXHIBIT 10.56.2

                            CHANGE IN TERMS AGREEMENT


     THIS  CHANGE  IN  TERMS  AGREEMENT  (this  "CIT ") is  made by and  between
Heritage Bank of Commerce, a California banking corporation  ("Bank"),  with its
headquarters  address at 150 Almaden Boulevard,  San Jose,  California 95113 and
Mission West Properties,  Inc., a Maryland  corporation  ("Borrower"),  with its
principal address at 10050 Bandley Drive, Cupertino,  California 95014. This CIT
is executed on June 5, 2009 and is made effective upon the  satisfaction  of all
of the conditions precedent set forth herein (the "Effective Date") at San Jose,
California.

                                    RECITALS

     A. As of March 4, 2008, Bank and Borrower  entered into certain  agreements
(the  "March  2008 Loan  Documents")  including  but not  limited to a Revolving
Credit Loan  Agreement  (the "Loan  Agreement"),  pursuant to which Bank agreed,
subject to the terms and conditions set forth therein,  to lend up to the sum of
Ten Million Dollars ($10,000,000.00) to Borrower, and pursuant to which Borrower
agreed to repay the loan on or before June 15, 2009.

     B. Thereafter, pursuant to a Change in Terms Agreement dated April 17, 2008
(the "April 2008 CIT"), Bank and Borrower made certain changes to the March 2008
Loan  Documents,  including  but not limited to revising  the Loan  Agreement to
provide for a Commitment Amount (as defined in the April 2008 CIT), to Seventeen
Million Five Hundred and 00/100 Dollars ($17,500,000.00).

     C. The Termination Date (as defined in the March 2008 Loan  Documents),  is
June 15, 2009. Borrower has requested, and Bank has agreed, subject to the terms
and  conditions  of this CIT, to extend the  Termination  Date to September  15,
2009.

                                    AGREEMENT

     In consideration  of the covenants,  terms and conditions set forth herein,
and in consideration and for other good and valuable consideration,  the parties
hereto agree as set forth below.

     1.  INCORPORATION  BY REFERENCE.  The Recitals set forth above are true and
correct and are incorporated  herein by reference in this CIT, together with the
March 2008 Loan Documents,  the April 2008 CIT and any other documents  executed
by and between Bank and Borrower in connection with or after the March 2008 Loan
Documents (sometimes, collectively, the "Loan Documents"). All capitalized terms
not defined herein shall have the meaning given in the Loan Documents.

     2.  AMENDMENT  OF  DEFINITION  OF  TERMINATION   DATE.  The  definition  of
"Termination  Date" in the Loan  Agreement is hereby  replaced by the following:
"`Termination Date' shall mean September 15, 2009."

     3.  CONDITIONS  PRECEDENT.   The  effectiveness  of  this  CIT  and  Bank's
obligations  hereunder are conditioned  upon the satisfaction of each and all of
the following conditions on or before June 5, 2009:

          (a) Borrower shall have executed and delivered this CIT to Bank; and

          (b) Borrower  shall have paid the loan  extension fee of Four Thousand
     Three Hundred Seventy-five and 00/100 Dollars ($4,375.00) to Bank.

     4. LEGAL EFFECT.  Except as specifically  provided herein, all of the terms
and conditions of the Loan Documents remain in full force and effect.

     5. INTEGRATION. This CIT is an integrated agreement. Except as specifically
set froth  herein,  and except for the Loan  Documents  as modified  hereby,  it
supersedes all prior representations and agreements, if any, between the parties
to this CIT.  This CIT and the Loan  Documents  as modified  hereby  contain the
entire and only  understanding of the parties with respect to the subject matter
hereof and thereof, and may not be altered, amended or extinguished, except by a
writing signed by all parties.


<PAGE>


IN WITNESS  WHEREOF,  the parties hereto have executed and entered into this CIT
effective as of the Effective Date first written above.

                                    Heritage Bank of Commerce
                                    a California corporation

                                    By:   /s/ Roxanne Vane
                                       ----------------------------------------

                                    Title:   Senior Vice President
                                          -------------------------------------


                                    Mission West Properties, Inc.
                                    a Maryland corporation


                                    By: /s/ Raymond V. Marino
                                       ----------------------------------------

                                    Title:   President & COO
                                          -------------------------------------