Exhibit 10.45


                                 PROMISSORY NOTE


$80,000,000                                                        April 8, 2003
                                                          Sacramento, California

     1. FOR VALUE RECEIVED,  the undersigned,  MISSION WEST PROPERTIES,  L.P., a
Delaware limited partnership  ("Borrower"),  HEREBY PROMISES TO PAY to the order
of CITICORP USA, INC., a Delaware corporation (the "Lender"):

          (a) the  principal  sum of EIGHTY  MILLION  DOLLARS  ($80,000,000)  on
     August 7, 2003 (the "Maturity Date"); and

          (b)  interest  on any  and  all  principal  amounts  remaining  unpaid
     hereunder  from time to time from the date  hereof  until  payment  in full
     hereof (after as well as before  judgment,  and whether before or after the
     commencement  of any bankruptcy  proceeding in respect of Borrower),  to be
     calculated and paid as set forth below.

On the Maturity Date, in addition to the remaining principal balance,  all other
sums then remaining unpaid hereunder,  whether of interest,  expenses,  or other
amounts, shall be due and payable in full.

     2. As used in this Note,  the  following  terms  shall  have the  following
meanings:

     "Bank" means Citibank, N.A.

     "Base Rate" means an interest rate per annum equal to the higher of (a) the
rate of interest  announced publicly by Bank, in New York, New York from time to
time, as its base rate, or (b) the sum (adjusted to the nearest  one-quarter  of
one percent (.25%) or, if there is no nearest one-quarter of one percent (.25%),
to the next higher  one-quarter of one percent (.25%)) of (1) one-quarter of one
percent  (.25%) per annum,  plus (2) the rate per annum obtained by dividing (x)
the latest  three-week moving average of secondary market morning offering rates
in the United  States for  three-month  certificates  of deposit of major United
States money market banks,  such  three-week  moving  average  being  determined
weekly on each Monday  (or,  if any such day is not a Business  Day, on the next
succeeding Business Day) for the three-week period ending on the previous Friday
by Bank on the basis of such rates reported by  certificate  of deposit  dealers
to,  and  published  by,  the  Federal  Reserve  Bank of New  York  or,  if such
publication  shall be suspended or  terminated,  on the basis of quotations  for
such rates received by Bank from three New York  certificate of deposit  dealers
of  recognized  standing  selected by Bank by a percentage  equal to one hundred
percent (100%) minus the Reserve Percentage for such three-week period, plus (3)
the Assessment Rate for such three-week period. The "Reserve Percentage" for any
three-week period is the average of the daily percentages  specified during such
three-week  period by the  Federal  Reserve  Board for  determining  the maximum
reserve requirement (including, but not limited to, any emergency,  supplemental
or other marginal reserve  requirement) for Bank in respect of liabilities which
consist of or which  include  among  other  liabilities)  three  monthly  dollar
nonpersonal  time deposits in the United States.  The "Assessment  Rate" for any
three-week  period is the average  during such  three-week  period of the annual
assessment  rates  estimated by Bank for  determining  the then  current  annual
assessment  payable by Bank to the Federal  Deposit  Insurance  Corporation  for
insuring dollar deposits of Bank in the United States.

     "Borrower Party" Borrower or any entity constituting Borrower.

     "Business Day" means any day other than Saturday, Sunday, or public holiday
or the equivalent for banks generally under the laws of the State of New York or
the State of California  (or in the case of a LIBOR Rate  Election,  the laws of
Great Britain).  Whenever any payment to be made hereunder shall be stated to be
due on a day other than a Business  Day,  such  payment  may be made on the next
succeeding  Business  Day,  and such  extension  of time  shall in such  case be
included in the computation of payment of interest;  provided  however,  that if
such extension would cause such payment to be made in a new calendar month, such
payment shall be made on the next preceding  Business Day, and interest shall be
payable for such short period.

     "Collateral"  means,  at any time, all personal  property then subject to a
security  interest  in favor of the Lender,  pursuant  to the Deed of Trust,  as
security for the obligations of the Borrower under this Note.

<PAGE>

     "Deed of Trust" means, at any time, that certain Deed of Trust,  Assignment
of Leases and Rents, Security Agreement and Fixture Filing dated as of even date
herewith executed by Borrower,  as trustor,  in favor of Lender, as Beneficiary,
to be recorded in the official  records of Santa Clara  County,  California,  as
amended, supplemented or otherwise modified.

     "Designated  Person" means Carl E. Berg,  Raymond V. Marino,  or such other
person(s)  as may be from time to time  designated  by written  notice  from the
undersigned delivered to the Lender.

     "Event of Default"  means any "Event of Default"  defined as such under the
Deed of Trust.

     "Eurocurrency Liabilities" shall have the meaning specified in Regulation D
of the Board of Governors of the Federal Reserve System (or any  successor),  as
in effect from time to time.

     "Fluctuating Rate" means a fluctuating interest rate per annum equal to the
Base Rate in effect from time to time minus  one-half of one percent  (1/2%) per
annum.

     "Guarantor" means, individually or collectively as the context may require,
Carl E. Berg, an individual, Mission West Properties, L.P. I, a Delaware limited
partnership,  Mission West Properties,  L.P. II, a Delaware limited  partnership
and Mission West Properties, L.P. III, a Delaware limited partnership.

     "Interest Rate  Agreement"  means any  transaction  (as defined in any ISDA
Master  Agreement),  and any  interest  rate  swap,  basis  swap,  forward  rate
transaction,  commodity swap,  commodity option,  equity or index swap or option
bond,  note or bill option,  interest  rate  option,  forward  foreign  exchange
transaction,  cap, collar, or floor  transaction,  currency swap, cross currency
swap, swap option,  currency  option,  or any similar  transaction  entered into
between a Borrower Party and Lender, Bank or other affiliates of Lender.

     "ISDA  Master  Agreement"  means  any  Master  Agreement  published  by the
International SWAP Dealers  Association,  Inc. or commonly used by swap dealers,
as the same may be amended by Lender, Bank or any other affiliate of Lender.

     "LIBOR Note Rate" means a rate per annum  (computed  on the basis of a year
of 360 days for the actual number of days  elapsed)  equal to the LIBOR Rate (as
defined below) plus two percent (2.00%) per annum.

     "LIBOR  Rate" means an interest  rate per annum equal to the rate per annum
obtained by dividing  (i) the rate per annum at which  deposits in U.S.  dollars
are  offered  by the London  office of the Bank to  leading  banks in the London
Interbank  Market at 11:00 a.m.  (London  time) three (3) Business Days prior to
the  expiration of the LIBOR Rate  Interest  Period then in effect for an amount
substantially  equal to the  principal  amount of the Loan for a time  period of
twelve  (12)  months,  by (ii) a  percentage  equal to 100 minus the LIBOR  Rate
Reserve Percentage for such period.

     "LIBOR Rate Interest  Period" means the period  commencing on the date of a
particular  LIBOR Rate  Election and ending one (1) month  thereafter  or on the
Maturity  Date;  provided that in no event shall any LIBOR Rate Interest  Period
extend beyond the Maturity Date.

     "LIBOR Rate Reserve Percentage" means the reserve percentage applicable two
(2) Business Days prior to expiration of the LIBOR Rate Interest  Period then in
effect under  regulations  issued from time to time by the Board of Governors of
the  Federal  Reserve  System (or any  successor)  for  determining  the maximum
reserve requirement (including, without limitation, any emergency,  supplemental
or other marginal reserve  requirement) for the Bank with respect to liabilities
or assets consisting of or including  Eurocurrency  Liabilities (or with respect
to any other  category of  liabilities  that  includes  deposits by reference to
which the LIBOR Rate is determined) having a term of twelve (12) months.

     "Loan" means the loan evidenced by this Note.

     "Loan  Document"  means each document  constituting a "Loan  Document",  as
defined in Deed of Trust.

     "Loan Party" means Borrower and each Guarantor.

     "Note" means this Note, as amended, supplemented or otherwise modified from
time to time.

     "Property"  means,  at any time, all real property then subject to the Deed
of Trust.

     3. Time is of the essence  hereof,  and upon the occurrence of any Event of
Default,  then this Note and/or any note(s) or other  instrument(s)  that may be
taken in renewal or extension of all or any part of the  indebtedness  evidenced
hereby shall,  at the option of the holder  hereof,  immediately  become due and
payable without any further presentment,  demand, protest or notice of any kind,
and thereafter  interest determined as provided herein shall continue to accrue.
Upon the  occurrence  of any Event of Default  specified  in  Section  2.1(c) or
2.1(d)  of  the  Deed  of  Trust,  the   indebtedness   evidenced  hereby  shall
automatically

<PAGE>

become immediately due and payable without further presentment, demand, protest,
or notice of any kind, and interest shall thereafter  accrue as provided herein.
Furthermore,  upon the occurrence of any Event of Default, the Lender shall have
all of the rights and remedies granted to the Lender under the Deed of Trust and
under all other Loan Documents.

     4. Subject to Paragraphs 5 and 8 hereof, the undersigned shall pay interest
on the unpaid  principal  amount from time to time  outstanding  under this Note
from the date hereof  until the  repayment  in full  thereof at the  Fluctuating
Rate.

     5.   (a) At any  time and  from  time  to time if no  event,  condition  or
circumstance  shall have occurred and be continuing that constitutes an Event of
Default (or would  constitute  an Event of Default  upon the giving of notice or
the lapse of time or both) under any of the Loan Documents, the Borrower may, at
the Borrower's option, elect (any such election shall hereinafter be referred to
as a "LIBOR Rate Election") that all or a portion of the unpaid principal amount
outstanding  hereunder  shall bear interest  (computed on the basis of a year of
360 days for the actual  number of days  elapsed) at a LIBOR Note Rate quoted by
the Lender to the  Borrower  as being in effect as of the date of such  election
for the LIBOR  Rate  Interest  Period.  From time to time  upon  request  of the
Borrower,  the Lender  will  periodically  notify  the  Borrower  by  telephone,
telegram,  or any other  electronic  transmitting  device of the LIBOR Note Rate
that Lender is then  willing to quote to the  Borrower.  Prior to 11:00 a.m. San
Francisco  time on the date of such  notification,  the  Borrower may notify the
Lender  of the  Borrower's  election  to have  all or a  portion  of the  unpaid
principal  amount  outstanding  hereunder  bear  interest at the LIBOR Note Rate
quoted by Lender,  such  notification to be made by the Designated Person giving
telephonic  notice to the Lender of such election (a "LIBOR Rate Notice"),  each
such  Designated  Person  being hereby  authorized  by the Borrower so to notify
Lender. Each LIBOR Rate Election shall be for an amount not less than $1,000,000
and no more than three (3) LIBOR Rate  Elections may be outstanding at any point
in time.

          (b) If the  Borrower shall fail to  select a new  LIBOR Rate  Interest
Period  at least three  (3)  Business  Days prior to the expiration of the LIBOR
Rate Interest Period then in effect, then the Borrower  shall be  deemed to have
selected a LIBOR Rate  Interest  Period of the same  duration  as the LIBOR Rate
Interest Period then in effect and the unpaid  principal amount then outstanding
under the Note  shall  bear  interest  at the  LIBOR  Note Rate as quoted by the
Lender as provided  under  Paragraph  5(a)  hereof for such LIBOR Rate  Interest
Period.

     6. The  Borrower  agrees that the Lender  shall incur no  liability  to the
Borrower  for acting upon any  telephonic  notice which the Lender in good faith
believes to have been given by a Designated Person. The Lender may record in its
records the matters  specified in any telephonic notice of a LIBOR Rate Election
made  pursuant  hereto,  and any such record  maintained  by the Lender shall be
conclusive evidence of the matters so recorded.

     7. A  determination  of the Base Rate shall be made as of the  inception of
business on the effective date of each change thereof,  and such Base Rate shall
remain in effect until the effective date of the next change thereof.

     8.   (a)  Interest  determined  as provided above  shall be computed on the
basis of a year of 360  days for the actual number  of days elapsed and shall be
due and payable monthly in arrears on the first (1st) day of each calendar month
following the date hereof.

          (b)  Principal shall be due and payable on the Maturity Date,  subject
to acceleration following the occurrence of an Event of Default.

          (c) Both  principal and  interest are  payable in  lawful money of the
United States of America at  such place as  the Lender  or the legal  holders of
this Note may  from time to time in writing appoint, and in the absence of  such
appointment,  then to the Lender at 153 E. 53rd Street,  New York, NY 10053. ANY
AMOUNT OF PRINCIPAL OR INTEREST  THAT IS NOT PAID WITHIN FIVE (5) BUSINESS  DAYS
AFTER  THE  SAME  IS DUE  (WHETHER  AT  STATED  MATURITY,  BY  ACCELERATION,  OR
OTHERWISE)  SHALL BEAR  INTEREST FROM THE DATE ON WHICH SUCH AMOUNT IS DUE UNTIL
SUCH AMOUNT IS PAID IN FULL, PAYABLE ON DEMAND, AT A RATE PER ANNUM EQUAL AT ALL
TIMES TO FOUR PERCENT (4%) PER ANNUM ABOVE THE  FLUCTUATING  RATE IN EFFECT FROM
TIME TO TIME (THE "DEFAULT  RATE").  THE BORROWER  ACKNOWLEDGES  THAT DURING THE
TIME THAT ANY SUCH  AMOUNT  SHALL BE IN DEFAULT,  THE LENDER  WILL INCUR  LOSSES
WHICH ARE  IMPRACTICABLE,  COSTLY,  AND  INCONVENIENT TO ASCERTAIN.  SUCH LOSSES
INCLUDE WITHOUT LIMITATION THE ABILITY TO INVEST AMOUNTS THEN DUE AT THE CURRENT
RATE OF RETURN, UNAVAILABILITY OF LIQUID FUNDS, AND DELAY IN USING SUCH FUNDS IN
THE MAKING OF NEW LOANS.  THE BORROWER  AGREES THAT SUCH  INTEREST  REPRESENTS A
REASONABLE SUM  CONSIDERING  ALL THE  CIRCUMSTANCES  EXISTING ON THE DATE OF THE
EXECUTION OF THIS NOTE AND REPRESENTS A REASONABLE ESTIMATE OF THE LOSSES (OTHER
THAN THE LOSSES  REFERRED TO IN PARAGRAPHS 9 AND 14 HEREOF) THAT THE LENDER WILL
INCUR BY REASON OF LATE PAYMENT.  THE BORROWER FURTHER AGREES THAT PROOF OF SUCH
ACTUAL  LOSSES  WOULD BE  COSTLY,  INCONVENIENT,  IMPRACTICABLE,  AND  EXTREMELY
DIFFICULT TO FIX.  ACCEPTANCE OF SUCH INTEREST  SHALL NOT CONSTITUTE A WAIVER OF
THE DEFAULT  WITH RESPECT TO THE OVERDUE

<PAGE>

INSTALLMENT  AND SHALL NOT PREVENT THE LENDER FROM  EXERCISING  ANY OF THE OTHER
RIGHTS AND REMEDIES AVAILABLE HEREUNDER.

INITIALS: ____CB______

     9. In addition to the foregoing,  if any payment required to be made by the
Borrower  under this Note has not been made when due, then upon the date that is
five (5)  Business  Days after the date such  payment was due and  payable,  the
Lender may assess a late charge by way of damages  and the same shall  thereupon
be  immediately  due and payable.  The Borrower  recognizes  that default by the
Borrower in making the payments herein agreed to be paid when due will result in
the Lender  incurring  additional  expenses  in  servicing  the Loan  (including
processing and accounting expenses and other  administrative costs and expenses)
and in frustration to the Lender in meeting its loan  commitments.  The Borrower
agrees that if for any reason the Borrower shall fail to pay when due any amount
due under this  Note,  after such  failure  and notice  thereof by the Lender as
aforesaid  the Lender  shall be  entitled to damages  for the  detriment  caused
thereby,  but that it is extremely  difficult and  impractical  to ascertain the
extent of such damages.  The Borrower  therefore  agrees that an amount equal to
four cents  ($0.04) for each dollar the  Borrower  shall fail to pay within five
(5) days after the date the same is due and payable is a reasonable  estimate of
such damages to the Lender  (other than damages  referred to in Paragraphs 8 and
14 hereof), which sum the Borrower agrees to pay on demand for each such failure
so to pay within five (5) days.  Acceptance of any late charge  without prior or
concurrent  payment of the  overdue  payment to which such late  charge  applies
shall not constitute a waiver of default with respect to the overdue payment and
shall  not  prevent  the  Lender  from  exercising  any other  rights  available
hereunder.

INITIALS: ____CB______

     10. If due to either (i) the introduction of any change (including, without
limitation, any change by way of imposition or increase of reserve requirements)
in or in the interpretation of any law or regulation,  or (ii) the compliance by
the  Lender  with  any  guideline  or  request  from any  central  bank or other
governmental authority,  (whether or not having the force of law) there shall be
any increase in the cost to the Lender of agreeing to make or making, funding or
maintaining the Loan, then the Borrower shall, from time to time, upon demand by
the Lender,  pay to the Lender  additional  amounts  sufficient to reimburse the
Lender for such increased cost. A certificate as to the amount of such increased
cost,  submitted to the  Borrower by the Lender and  accompanied  by  reasonable
supporting  documentation  available to the Lender disclosing the basis for such
increased cost, shall be conclusive.

     11. In respect of any unpaid principal amount outstanding hereunder bearing
interest  at a LIBOR Note Rate,  the  Borrower  shall also pay to the Lender the
cost (as  determined  in good faith by the Lender) of  compliance  by the Lender
with any reserve,  special deposit,  or similar  requirement  (including without
limitation  reserve  requirements under Federal Reserve Regulation D) imposed or
deemed  applicable  against  any assets  held by, or  deposits or accounts in or
with,  or  credit  extended  by,  the  Lender or the Bank by any  United  States
governmental  authority charged with the  administration  of such  requirements.
Each  notification  delivered  to the Borrower by the Lender as to the amount of
such cost, when accompanied by reasonable supporting documentation available to,
the Lender  disclosing  the basis for such cost,  shall be  conclusive as to the
amount thereof.

     12. The Lender may transfer this Note and deliver to the  transferee(s) all
or any part of the  property  then  held by it as  security  hereunder,  and the
transferee(s)  shall  thereupon  become  vested  with all the  powers and rights
herein given to the Lender with respect thereto; and the Lender shall thereafter
be forever relieved and fully discharged from any liability or responsibility in
the matter,  but the Lender shall retain all rights and powers hereby given with
respect to property not so transferred.

     13. At the option of the Borrower the principal  amount of the indebtedness
evidenced by this Note may be prepaid in whole or in part with accrued  interest
to the  date of such  prepayment  on the  amount  prepaid,  without  penalty  or
premium, provided however that (a) subject to Paragraph 14 hereof, no portion of
the  principal  amount  of  the  indebtedness  evidenced  by  this  Note  may be
voluntarily  prepaid while bearing  interest at the LIBOR Note Rate, and (b) all
voluntary prepayments of principal shall be in the minimum amount of One Hundred
Thousand Dollars ($100,000) (or, if less, the remaining unpaid principal balance
of this Note).

     14.  (a)  Subject to the  provisions  of  Paragraph  14(b)  hereof,  if the
Borrower  shall for any reason  (including  without  limitation by reason of any
voluntary  prepayment,  scheduled  payment  of  any  installment  of  principal,
mandatory  prepayment or acceleration of the maturity hereof upon the occurrence
of an Event of Default) repay or be credited with repayment of any principal sum
bearing  interest at the LIBOR Note Rate prior to the last day of the LIBOR Rate
Interest Period applicable thereto,  then upon demand and  notwithstanding  such
repayment,  the  Borrower  shall pay to the Lender an amount equal to the amount
required to compensate  the Lender for any losses,  costs or expenses  which the
Lender may incur as a result of such payment, including, without limitation, any
loss (including loss of interest and/or anticipated profits),  costs or expenses
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by the Lender to fund or maintain  such  principal  sum.  The  Borrower
understands  and  acknowledges  that the Lender has no  obligation  to purchase,
sell,

<PAGE>

and/or  match funds in  connection  with the use of any LIBOR Note Rate and that
the Borrower's  obligations  under this Paragraph 14(a) shall not be conditioned
upon whether or not the Lender elects to purchase,  sell,  and/or match funds. A
certificate  of the Lender as to the amount of such loss,  costs,  and  expenses
shall be conclusive as to the amount thereof.

          (b) The  principal  amount of the indebtedness  evidenced by this Note
may be prepaid only upon the terms and conditions set forth in Paragraphs 13 and
14(a) hereof.   The  Borrower agrees that if an  Event of Default shall occur at
any time prior to the Maturity Date, then a tender of payment by the Borrower or
by anyone on behalf of the  Borrower of the amount necessary to satisfy all sums
due hereunder made  at any time prior to judicial,  public or private sale under
any other instrument given as collateral  security for the obligations evidenced
by this Note  shall constitute an evasion of the payment terms hereof  and shall
be deemed to be a voluntary prepayment hereunder, and to the extent permitted by
law any such  payment  therefore  must  include the payment of any sum  required
under Paragraph 14(a) hereof. By initialing this provision in the space provided
below, the Borrower hereby declares that the Lender's agreement to make the loan
evidenced by this Note at the interest  rates and for the term set forth in this
Note  constitutes  adequate  consideration,   given  individual  weight  by  the
Borrower, for this waiver and agreement.

INITIALS: ____CB______

     15. The Borrower hereby waives presentment for payment,  demand,  notice of
dishonor,  and protest of this Note and  further  agrees that this Note shall be
deemed to have been made under and shall be governed by the laws of the State of
California  in all respects,  including  matters of  construction,  validity and
performance,  and that none of its terms or provisions  may be waived,  altered,
modified  or amended  except as the Lender may consent  thereto in writing  duly
signed by the Lender.

     16. This Note is secured by the Deed of Trust  covering  real  property and
personal property of the Borrower located in the County of Santa Clara, State of
California  and more  particularly  described in Exhibit A to the Deed of Trust.
This Note is the Note  referred to in the Deed of Trust,  and is entitled to the
benefits of the Deed of Trust and the other Loan Documents, which contain, inter
alia,  provisions for  acceleration of the maturity hereof upon the happening of
certain stated events.

     17. All agreements between the Borrower and the Lender are hereby expressly
limited so that in no contingency or event  whatsoever  shall the amount paid or
agreed to be paid to the Lender for the use,  forbearance,  or  detention of the
money to be loaned  pursuant to this Note exceed the maximum  permissible  under
applicable  law.  If,  from  any  circumstance  whatsoever,  fulfillment  of any
provision  hereof, at the time performance of such provision shall be due, shall
be  prohibited by law, the  obligation  to be fulfilled  shall be reduced to the
maximum not so prohibited,  and if from any  circumstance the Lender should ever
receive as interest  hereunder an amount  which would exceed the highest  lawful
rate,  such  amount  as would be  excessive  interest  shall be  applied  to the
reduction of the principal of this Note (against  installments  of principal due
hereunder  in the  inverse  order of their  maturity)  and not to the payment of
interest.  This provision  shall control every other provision of all agreements
between the Borrower and the Lender.

     18. The Borrower agrees to pay all costs,  including,  without  limitation,
reasonable  attorneys'  fees and expert  witness  fees,  incurred  by the holder
hereof  in  (i)  preparing,   negotiating   and  executing  the  Loan  Documents
(including,  without limitation,  any amendments or supplements  thereto),  (ii)
recording and filing documents, and (iii) enforcing payment or other obligations
of the  Borrower  under  the  Loan  Documents,  whether  or not  suit is  filed,
including,  without  limitation,  all costs,  attorneys'  fees and  expenses and
experts witnesses' fees and expenses incurred by the holder hereof in connection
with any insolvency,  bankruptcy,  reorganization,  arrangement or other similar
proceedings,  involving  the  Borrower  or any other  Loan Party that in any way
affect the exercise by the holder  hereof of its rights and remedies  hereunder.
Any and all costs  incurred  by the holder  hereof in any action  undertaken  to
obtain relief from the stay of bankruptcy statutes are specifically  included in
those  costs  and  expenses  to be paid by the  Borrower  pursuant  hereto.  The
Borrower  hereby  waives to the full extent  permitted by law all right to plead
any statute of limitations as a defense to any action hereunder.

     19. All words used  herein in the plural  shall be deemed to have been used
in the  singular,  and all words used herein in the singular  shall be deemed to
have been used in the plural,  where the context and construction so require. In
interpreting  the  meaning  of this Note and of any  other  Loan  Document:  (i)
"includes"  and  "including"  shall not be  limiting;  (ii)  "nor"  shall not be
exclusive; and (iii) "all" includes "any" and "any" includes "all."

     20. This document may be signed in any number of counterparts with the same
effect as if the signature to each  counterpart  were upon a single  instrument.
All counterparts shall be considered an original of this document.

     21. EACH OF BORROWER AND LENDER  HEREBY AGREES NOT TO ELECT A TRIAL BY JURY
OF ANY ISSUE  TRIABLE  OF RIGHT BY JURY,  AND  WAIVES ANY RIGHT TO TRIAL BY JURY
FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD
TO THIS NOTE, OR THE OTHER LOAN DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM OR OTHER
ACTION ARISING IN CONNECTION

<PAGE>

THEREWITH.  THIS  WAIVER  OF  RIGHT TO  TRIAL  BY JURY IS  GIVEN  KNOWINGLY  AND
VOLUNTARILY  BY BORROWER AND LENDER,  AND IS INTENDED TO ENCOMPASS  INDIVIDUALLY
EACH  INSTANCE  AND  EACH  ISSUE AS TO WHICH  THE  RIGHT TO TRIAL BY JURY  WOULD
OTHERWISE ACCRUE.  EITHER BORROWER OR LENDER IS HEREBY AUTHORIZED TO FILE A COPY
OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

IN WITNESS  WHEREOF,  the  undersigned has caused this Note to be executed as of
the day and year first above written.

                         MISSION WEST PROPERTIES, L.P.,
                         a Delaware limited partnership

                         By: Mission West Properties, Inc.,
                             a Maryland corporation
                             its general partner

                             By:/s/ Carl E. Berg
                             ---------------------------------------
                             Name: Carl E. Berg
                             Title: CEO