EXHIBIT 10.36.1

RECORDING REQUESTED BY
   Northwestern Mutual Life

When Recorded Mail to:

The Northwestern Mutual Life
Insurance Company
Nadine T. Hansohn - Room N16WC
720 E. Wisconsin Avenue
Milwaukee, WI 53202

Loan No. 332757



                        FIRST AMENDMENT TO DEED OF TRUST
                     AND SECURITY AGREEMENT (FIRST PRIORITY)
                                       AND
                        FIRST AMENDMENT TO DEED OF TRUST
                    AND SECURITY AGREEMENT (SECOND PRIORITY)
                                       AND
                     FIRST AMENDMENT TO ABSOLUTE ASSIGNMENT
                               OF LEASES AND RENTS
                         (Mission West Properties, L.P.)












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RECORDING REQUESTED BY



WHEN RECORDED MAIL TO

The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn:  Nadine T. Hansohn
Loan No. 332757           SPACE ABOVE THIS LINE FOR RECORDER'S USE

  FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT (FIRST PRIORITY) AND
  FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT (SECOND PRIORITY) AND
           FIRST AMENDMENT TO ABSOLUTE ASSIGNMENT OF LEASES AND RENTS
                         (Mission West Properties, L.P.)

     THIS  FIRST  AMENDMENT  TO DEED OF  TRUST  AND  SECURITY  AGREEMENT  (First
Priority) AND FIRST  AMENDMENT TO DEED OF TRUST AND SECURITY  AGREEMENT  (Second
Priority)  AND THIS FIRST  AMENDMENT TO ABSOLUTE  ASSIGNMENT OF LEASES AND RENTS
(this "First Amendment"), is made and entered into as of the 5th ay of November,
2008  by  and  between  MISSION  WEST  PROPERTIES,   L.P.,  a  Delaware  limited
partnership, 10050 Bandley Drive, Cupertino, CA 95014, herein called "Borrower",
THE NORTHWESTERN  MUTUAL LIFE INSURANCE  COMPANY, a Wisconsin  corporation,  720
East Wisconsin Avenue, Milwaukee, Wisconsin 53202, herein called "Lender":

                                    RECITALS

     A. Borrower has previously executed that certain Deed of Trust and Security
Agreement  (First  Priority) (the "First Priority Lien  Instrument") in favor of
Lender,  dated January 3, 2003 executed by Borrower and recorded January 9, 2003
as  Document  No.  16735201  in the  Official  Records  of Santa  Clara  County,
California,  covering  certain real  property  (the  "Property")  located in the
County of Santa Clara,  State of California and more  particularly  described in
Exhibit A attached thereto.

     B. Borrower has previously executed that certain Deed of Trust and Security
Agreement  and  Assignment of Leases and Rents  (Second  Priority)  (the "Second
Priority  Lien  Instrument")  in favor of  Lender,  dated  January  3,  2003 and
recorded  January 9, 2003 as Document No.  16735207 in the  Official  Records of
Santa Clara County, California, covering the Property.

     C. Borrower has  previously  executed that certain  Absolute  Assignment of
Leases and Rents  (First  Priority)  (the  "Assignment  of Leases and Rents") in
favor of Lender,  dated January 3, 2008 and recorded January 9, 2003 as Document
No.  16735204  in the  Official  Records  of  Santa  Clara  County,  California,
assigning the leases and rents for the Property.

     D. The  parties  hereto  desire to enter in this  First  Amendment  for the
purpose of amending the First Priority Lien Instrument, the Second Priority Lien
Instrument and the Assignment of Leases and Rents.

     NOW,  THEREFORE,  in consideration of the foregoing facts and the covenants
contained  herein and other  valuable  consideration  receipt of which is hereby
acknowledged, Borrower and Lender hereby agree as follows:

     1. Unless otherwise defined herein,  words and terms used herein shall have
the same meaning as defined in the First  Priority Lien  Instrument,  the Second
Priority Lien Instrument and the Assignment of Leases and Rents.

     2. That Exhibit "A", Legal Description, attached to the First Priority Lien
Instrument  shall be deleted and replaced with Exhibit "A" attached hereto which
shall now include the four new substitute properties.

     3. That Exhibit "B",  Facilities List,  attached to the First Priority Lien
Instrument shall be deleted and replaced with the Exhibit "B" attached hereto.

     4. That the  definition  of "Note "on page five of the First  Priority Lien
Instrument is hereby amend and restated as follow:

          "Note:  The Promissory  Note dated January 3, 2003 executed by Grantor
     in the original  principal  amount of  TWENTY-EIGHT  MILLION  EIGHT HUNDRED
     SIXTY-EIGHT  THOUSAND  SIX  HUNDRED  FIFTY-FIVE  Dollars  ($28,868,655.00),
     payable to  Beneficiary  or its order,  with final  maturity  no later than
     February 1, 2013, as amended by that certain First  Amendment To Promissory
     Note  dated  November  4,  2008,  amending  the  principal  amount  of  the
     Promissory Note to be Forty-Eight Million Nine

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     Hundred    Sixty-Eight    Thousand   Five   Hundred    Forty-One    Dollars
     ($48,968,541.00),   and  with  interest  as  therein  expressed,   and  all
     modifications, renewals or extensions of such Promissory Note. "


     5. That Exhibit "A",  Legal  Description,  attached to the Second  Priority
Lien  Instrument  shall be deleted and replaced with Exhibit "A" attached hereto
which shall now include the four new substitute properties.

     6. That Exhibit "B",  Facilities List, attached to the Second Priority Lien
Instrument shall be deleted and replaced with the Exhibit "B" attached hereto.

     7. That the definition of "Notes "on page five of the Second  Priority Lien
Instrument is hereby amended and restated as follow:

          "Notes:  The Promissory Note dated January 3, 2003 executed by Mission
     West Properties,  L.P. I , a Delaware  limited  partnership in the original
     principal amount of Twenty Nine Million Eight Hundred Eleven Thousand Three
     Hundred  Sixty-Nine  Dollars  ($29,811,369.00)  as amended by that  certain
     First  Amendment To Promissory  Note dated  November 4, 2008,  amending the
     principal  balance of such Promissory  Note to be Twenty-Three  Million One
     Hundred Forty-Two Thousand Six Hundred Thirty-One Dollars ($23,142,631.00),
     payable to Beneficiary or its order,  and the Promissory Note dated January
     3, 2003 executed by Mission West  Properties,  L.P. II, a Delaware  limited
     partnership  in the original  principal  amount of Forty One Million  Three
     Hundred Nineteen Thousand Nine Hundred Seventy-Six Dollars ($41,319,976.00)
     as  amended  by that  certain  First  Amendment  To  Promissory  Note dated
     November 4, 2008, amending the principal balance of such Promissory Note to
     be Nine Million Five Hundred Fifteen  Thousand Eight Hundred  Seventy-Seven
     Dollars ($9,515,877.00), payable to Beneficiary or its order, and each with
     final  maturity no later than February 1, 2013 and with interest as therein
     expressed, and all modifications, renewals or extensions of such Promissory
     Notes."

     8. That the  definition  of "Other  Note "on page 5 of the Second  Priority
Lien Instrument is hereby amend and restated as follow:

          "Other Note:  The  Promissory  Note dated  January 3, 2003 executed by
     Grantor in the  original  principal  amount of Twenty Eight  Million  Eight
     Hundred    Sixty-Eight    Thousand   Six   Hundred    Fifty-Five    Dollars
     ($28,868,655.00)  as amended by that certain First  Amendment To Promissory
     Note  dated  November,   2008,  amending  the  principal  balance  of  such
     Promissory Note to be Forty-Eight Million Nine Hundred Sixty-Eight Thousand
     Five Hundred Forty-One Dollars ($48,968,541.00),  payable to Beneficiary or
     its order,  with final  maturity  no later than  February  1, 2013 and with
     interest  as  therein  expressed,   and  all  modifications,   renewals  or
     extensions of such Promissory Note."

     9. That Exhibit  "A",  Legal  Description,  attached to the  Assignment  of
Leases and Rents shall deleted and replaced with the Exhibit "A" attached hereto
which shall now include the four new substitute properties.

     10. That except as hereby amended the said First Priority Lien  Instrument,
the Second Priority Lien Instrument and the Assignment of Leases and Rents shall
remain in full force and effect,  unchanged  and in all  respects,  ratified and
confirmed.

     11. That nothing  herein  contained  shall affect the priority of the First
Priority Lien Instrument,  the Second Priority Lien Instrument or the Assignment
of Leases and Rents over other liens,  charges,  encumbrances or conveyances nor
shall it release or change the  liability  of any party who may now or hereafter
be liable,  primarily or secondarily,  under or on account of the Note, Notes or
Other Notes, as herein defined.






                (Remainder of the page intentionally left blank)

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

                                 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
                                 a Wisconsin corporation

                                 By: Northwestern Investment Management Company,
                                     LLC, a Delaware limited liability company,
                                     its wholly-owned affiliate and authorized
                                     representative

                                     By:        /S/ Michael P. Cusick
                                        ----------------------------------------
                                        Michael P. Cusick
                                        Managing Director

                                     Attest:    /S/ Donna L. Lemanczyk
                                           -------------------------------------
                                           Donna L. Lemanczyk
                                           Assistant Secretary

                                        CALIFORNIA ACKNOWLEDGMENT
                                             ALL-PURPOSE
STATE OF WISCONSIN                  )
                                    )ss.
COUNTY OF MILWAUKEE                 )

On November 5, 2008, before me, Janet M. Szukalski, a Notary Public,  personally
appeared Michael P. Cusick and Donna L. Lemanczyk, who proved to me on the basis
of  satisfactory  evidence to be the persons  whose names are  subscribed to the
within  instrument and  acknowledged  to me that they executed the same in their
authorized  capacities,  and  that by their  signatures  on the  instrument  the
persons,  or the entity  upon behalf of which the persons  acted,  executed  the
instrument.

I certify  under  PENALTY OF PERJURY  under the laws of the State of  California
that the foregoing paragraph is true and correct.

                                 WITNESS my hand and official seal.

                                 Signature     /S/ Janet M. Szukalski
                                          -------------------------------
                                          Janet M. Szukalski
                                          Name (typed or printed)
(Place Notary Seal Above)                 My Commission expires:  April 22, 2012


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

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

                                            By:      /S/ Raymond V. Marino
                                               ---------------------------------
                                            Name:    Raymond V. Marino
                                                 -------------------------------
                                            Title:   President & COO
                                                  ------------------------------


                                       CALIFORNIA ACKNOWLEDGMENT
                                            ALL-PURPOSE
STATE OF California                 )
                                    )ss.
COUNTY OF         Santa Clara       )

On November 7, 2008 , before me, Vanessa  Almanza , a Notary Public,  personally
appeared  Raymond  V.  Marino , who  proved to me on the  basis of  satisfactory
evidence to be the  person(s)  whose  name(s)  is/are  subscribed  to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.

I certify  under  PENALTY OF PERJURY  under the laws of the State of  California
that the foregoing paragraph is true and correct.

                                  WITNESS my hand and official seal.

                                  Signature    /S/ Vanessa Almanza
                                           --------------------------------
                                           Vanessa Almanza
                                           Name (typed or printed)
(Place Notary Seal Above)                  My Commission expires: March 29, 2011



This  instrument  was  prepared  by  Brenda  Stugelmeyer,   Attorney,   for  The
Northwestern   Mutual  Life  Insurance  Company,   720  East  Wisconsin  Avenue,
Milwaukee, WI 53202.

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                         First Priority Lien Instrument
                                        &
                         Second Priority Lien Instrument
                                        &
                       First Priority Absolute Assignment

                                   Exhibit "A"


                                (Mission West LP)

                               AUTOMATION PARKWAY

PARCEL ONE:

PARCEL 1, AS SHOWN ON THAT PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON DECEMBER 23, 1997,
IN BOOK 698 OF MAPS, PAGE(S) 1 AND 2.

RESERVING  THEREFROM  AN  EASEMENT  FOR  INGRESS  AND OVER THAT  PORTION OF LAND
DESIGNATED AND DELINEATED AS "C.O.E.- 30'" RECIPROCAL-INGRESS, EGRESS- EASEMENT"
ON THAT PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE  RECORDER OF THE COUNTY
OF SANTA CLARA,  STATE OF CALIFORNIA,  ON DECEMBER 23, 1997 IN BOOK 698 OF MAPS,
PAGES 1 AND 2.

PARCEL TWO:

AN EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTION OF PARCEL 2 DESIGNATED AND
DELINEATED AS "C.O.E.- 30'  RECIPROCAL-INGRESS,  EGRESS-EASEMENT" ON THAT PARCEL
MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA,
STATE OF CALIFORNIA ON DECEMBER 23, 1997 IN BOOK 698 OF MAPS, PAGES 1 AND 2.

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTION OF PARCEL 3 DESIGNATED AND
DELINEATED AS "C.O.E-26'RECIPROCAL-INGRESS,  EGRESS-EASEMENT" ON THAT PARCEL MAP
FILED FOR RECORD IN THE  OFFICE OF THE  RECORDER  OF THE COUNTY OF SANTA  CLARA,
STATE OF CALIFORNIA ON DECEMBER 23, 1997 IN BOOK 698 OF MAPS, PAGES 1 AND 2.

ASSESSORS PARCEL NO:  244-13-015


                               CENTRAL EXPRESSWAY

PARCEL ONE:

PARCEL 1, AS SHOWN ON THAT CERTAIN PARCEL MAP, FILED FOR RECORD IN THE OFFICE OF
THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA,  ON MAY 13, 1993
IN BOOK 646 OF MAPS AT PAGES 46 THROUGH 49.

PARCEL ONE-A:

AN EASEMENT FOR PRIVATE STORM DRAIN PURPOSES LYING WITHIN  ADJUSTED  PARCEL 3 AS
DESCRIBED IN DOCUMENT NO.  14686937  FILED ON MARCH 4, 1999,  SANTA CLARA COUNTY
OFFICIAL RECORDS,  IN THE CITY OF SANTA CLARA,  COUNTY OF SANTA CLARA,  STATE OF
CALIFORNIA,  AS GRANTED IN THE DEED RECORDED  APRIL 30, 2003 AS  INSTRUMENT  NO.
17003231, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

A STRIP OF LAND 10 FEET IN  WIDTH,  THE  CENTERLINE  OF WHICH  IS  DESCRIBED  AS
FOLLOWS:

BEGINNING AT A POINT ON A WESTERLY BOUNDARY LINE OF SCOTT BOULEVARD,  SAID POINT
OF BEGINNING  LYING SOUTH  10(degree)  47' 21" EAST,  65.47 FEET ALONG SAID LINE
FROM THE NORTHEASTERLY MOST CORNER OF

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ADJUSTED  PARCEL 3, AS SAID SCOTT  BOULEVARD IS SHOWN ON THE PARCEL MAP RECORDED
IN BOOK 646 OF MAPS, PAGES 46-49;  THENCE,  FROM SAID POINT OF BEGINNING,  SOUTH
66(degree)  18' 19" WEST,  61.73 FEET;  THENCE,  NORTH  89(degree) 28' 22" WEST,
230.74 FEET ALONG THE CENTER  LINE OF HEREIN  DESCRIBED  10 FOOT STRIP;  THENCE,
SOUTH  68(degree) 33' 26" WEST,  48.95 FEET;  THENCE,  SOUTH  73(degree) 57' 57"
WEST,  161.44 FEET;  THENCE,  NORTH  89(degree) 33' 16" WEST,  15.36 FEET TO THE
TERMINATION  OF  HEREIN  DESCRIBED  STRIP IN THE  WESTERNMOST  BOUNDARY  OF SAID
ADJUSTED PARCEL 3.

PARCEL ONE-B:

AN EASEMENT FOR SANITARY SEWER OVER THAT PORTION OF PARCEL 4,  DESIGNATED "15' X
438.12' P.S.S.E. ESTABLISHED HEREON TO BENEFIT PARCELS 1 AND 2", AS SHOWN ON THE
PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA
CLARA,  STATE OF CALIFORNIA  ON MAY 13, 1993 IN BOOK 646 OF MAPS,  PAGES 46 THRU
49, PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS,  RESTRICTIONS
AND EASEMENTS RECORDED MAY 13, 1993 IN BOOK M775, PAGE 1281, OFFICIAL RECORDS.

PARCEL ONE-C:

AN EASEMENT FOR STORM DRAIN OVER ALL THOSE PORTIONS OF PARCEL 2, DESIGNATED "10'
P.S.D.E.  ESTABLISHED HEREON TO BENEFIT PARCELS 1 AND 2", AS SHOWN ON THE PARCEL
MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA,
STATE OF  CALIFORNIA  ON MAY 13,  1993 IN BOOK  646 OF  MAPS,  PAGES 46 THRU 49,
PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS,  RESTRICTIONS AND
EASEMENTS RECORDED MAY 13, 1993 IN BOOK M775, PAGE 1281, OFFICIAL RECORDS.

PARCEL ONE-D:

A NON-EXCLUSIVE  EASEMENT FOR PEDESTRIAN AND VEHICULAR  ACCESS AS GRANTED IN THE
GRANT AND QUITCLAIM OF EASEMENTS  RECORDED  DECEMBER 4, 2000 AS  INSTRUMENT  NO.
15481192, OFFICIAL RECORDS.


                                  WALSH AVENUE

PARCEL TWO:

A PORTION OF PARCEL 5, AS SHOWN ON THAT CERTAIN  PARCEL MAP, FILED FOR RECORD ON
MAY 13, 1993 IN BOOK 646 OF MAPS AT PAGES 46, 47, 48 AND 49 SANTA  CLARA  COUNTY
RECORDS  AND A  PORTION  OF 3.924  NET ACRE  PARCEL AS SHOWN ON RECORD OF SURVEY
FILED FOR  RECORD ON MAY 22,  1959 IN BOOK 106 OF MAPS AT PAGE 54,  SANTA  CLARA
COUNTY RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING  AT A  POINT  IN  THE  WESTERLY  BOUNDARY  OF  SCOTT  BOULEVARD  AT A
SOUTHEASTERLY CORNER OF SAID PARCEL 5, AS SAID BOULEVARD AND PARCEL ARE SHOWN ON
SAID MAP,  SAID POINT BEING THE  NORTHEASTERLY  CORNER OF PARCEL "A" AS SHOWN ON
RECORD OF SURVEY MAP FILED FOR RECORD ON FEBRUARY  10, 1967 IN BOOK 219 OF MAPS,
AT PAGE 5, SANTA CLARA COUNTY RECORDS;

THENCE ALONG THE COMMON  BOUNDARIES OF SAID PARCEL 5 AND SAID PARCEL "A",  NORTH
89(degree) 28' 12" WEST,  120.00 FEET AND SOUTH  0(degree) 59' 10" WEST,  124.00
FEET TO THE NORTHERLY BOUNDARY OF THE "MARCIA J. MC MANUS PROPERTY", AS SHOWN ON
RECORD OF SURVEY MAP FILED FOR RECORD ON JANUARY 13, 1961 IN BOOK 128 OF MAPS AT
PAGE 48, SANTA CLARA COUNTY RECORDS.

THENCE, ALONG THE COMMON BOUNDARIES OF SAID PARCEL 5 AND SAID MC MANUS PROPERTY,
NORTH 89(degree) 28' 12" WEST, 62.89 FEET TO THE TRUE POINT OF BEGINNING.

THENCE FROM SAID TRUE POINT OF BEGINNING  CONTINUING  ALONG A COMMON BOUNDARY OF
SAID PARCEL 5 AND SAID MC MANUS  PROPERTY SOUTH  0(degree) 57' 22" WEST,  100.00
FEET TO THE  NORTHEASTERLY  CORNER OF THAT CERTAIN PARCEL  DESCRIBED IN THE DEED
FROM WILLIAM  MCCANN,  ET US, TO JOSEPH N. GRESHAM,  ET UX, BY INSTRUMENT  DATED
APRIL 20, 1956 AND  RECORDED  APRIL 23,  1956 IN BOOK 3474 OF OFFICIAL  RECORDS,
PAGE 190;

THENCE, ALONG THE COMMON BOUNDARIES OF SAID PARCEL 5 AND SAID PARCEL FROM MCCANN
TO GRESHAM,

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NORTH  89(degree)  28' 12" WEST,  15.00 FEET AND SOUTH  0(degree)  57' 22" WEST,
165.00 FEET TO A NORTHERLY  BOUNDARY  OF THAT  CERTAIN  3.924 NET ACRE PARCEL AS
SHOWN ON RECORD OF SURVEY  MAP FILED FOR  RECORD ON MAY 22,  1959 IN BOOK 106 OF
MAPS, AT PAGE 54, SANTA CLARA COUNTY RECORDS;

THENCE,  ALONG LAST SAID  NORTHERLY  BOUNDARY,  SOUTH  89(degree)  28' 12" EAST,
197.75 FEET TO THE WESTERLY BOUNDARY OF SAID SCOTT BOULEVARD;

THENCE, ALONG LAST SAID BOUNDARY SOUTH 00(degree) 59' 10" WEST, 2.96 FEET TO THE
NORTHERLY END OF RETURN FOR NORTHWEST CORNER OF SCOTT BOULEVARD AND WALSH AVENUE
AS SHOWN ON  RECORD OF  SURVEY  MAP FILED ON JULY 17,  1967 IN BOOK 225 OF MAPS,
PAGES 14 AND 15, SANTA CLARA COUNTY RECORDS;

THENCE,  ALONG SAID  RETURN ON A TANGENT  CURVE  DEFLECTING  TO THE RIGHT WITH A
RADIUS OF 140.00  FEET,  THROUGH A CENTRAL  ANGLE OF  18(degree)  00' 00" AN ARC
DISTANCE OF 43.98 FEET;

THENCE  ALONG A TANGENT  CURVE  DEFLECTING  TO THE RIGHT  WITH A RADIUS OF 40.00
FEET,  THROUGH A CENTRAL  ANGLE OF  53(degree)  30' 56" AN ARC DISTANCE OF 37.36
FEET;

THENCE  ALONG A TANGENT  CURVE  DEFLECTING  TO THE RIGHT WITH A RADIUS OF 140.00
FEET,  THROUGH A CENTRAL  ANGLE OF  18(degree)  00' 00" AN ARC DISTANCE OF 43.98
FEET TO THE NORTHERLY BOUNDARY OF SAID WALSH AVENUE;

THENCE,  NORTH 89(degree) 29' 54" WEST,  670.84 FEET TO AN EASTERLY  BOUNDARY OF
PARCEL 1 AS SHOWN ON PARCEL MAP FILED FOR RECORD ON  SEPTEMBER  19, 1990 IN BOOK
618 OF MAPS AT PAGES 36, 37 AND 38, SANTA CLARA COUNTY RECORDS.

THENCE,  ALONG THE COMMON  BOUNDARY OF SAID PARCEL 1 AND 3.924 NET ACRE  PARCEL,
NORTH 01(degree) 04' 25" EAST, 343.57 FEET TO THE SOUTHWESTERLY CORNER OF PARCEL
4 AS SHOWN ON FIRST SAID PARCEL MAP;

THENCE,  ALONG THE  COMMON  BOUNDARY  OF SAID  PARCEL 4 AND SAID  3.294 NET ACRE
PARCEL SOUTH  89(degree)  29' 54" EAST 362.84 FEET TO A WESTERLY  CORNER OF SAID
PARCEL 5;

THENCE,  ALONG A  COMMON  BOUNDARY  OF  SAID  PARCELS  4 AND 5 AND ITS  EASTERLY
PROJECTION  SOUTH  89(degree)  28' 12" EAST,  200.00  FEET TO THE TRUE  POINT OF
BEGINNING.

PARCEL TWO-A:

A RIGHT OF WAY FOR  INGRESS  AND EGRESS  OVER A STRIP OF LAND 20 FEET WIDE,  THE
CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE QUARTER SECTION LINE RUNNING NORTH AND SOUTH THROUGH
THE CENTER OF SECTION 34,  TOWNSHIP 6 SOUTH,  RANGE 1 WEST,  M.D.B. & M. DISTANT
THEREON SOUTH 0(degree) 03' WEST 100 FEET FROM THE NORTHEAST CORNER OF THE SOUTH
1/2 OF THE NORTHWEST 1/4 OF SECTION 34, TOWNSHIP 6 SOUTH,  RANGE 1 WEST M.D.B. &
M. SAID NORTHEAST CORNER ALSO BEING THE  NORTHEASTERLY  CORNER OF THAT CERTAIN 2
ACRE TRACT OF LAND  DESCRIBED IN THE DEED FROM JOSEPH F. COSTA ET AL., TO GEO P.
PETERSON,  ET UX, DATED JANUARY 2, 1947,  RECORDED  JANUARY 3, 1947 IN BOOK 1403
OFFICIAL  RECORDS,  PAGE 295,  SANTA  CLARA  COUNTY  RECORDS;  THE TRUE POINT OF
BEGINNING  OF THE RIGHT OF WAY TO BE  DESCRIBED;  THENCE  LEAVING  SAID  QUARTER
SECTION LINE AND RUNNING  PARALLEL WITH THE NORTHERLY  LINE OF SAID 2 ACRE TRACT
SOUTH  89(degree)  45' WEST  250.60  FEET TO THE  NORTHEASTERLY  CORNER  OF THAT
CERTAIN  PARCEL OF LAND  CONVEYED  TO JOSEPH N.  GRESHAM ET UX IN DEED  RECORDED
APRIL 23, 1956 IN BOOK 3474, PAGE 190, OFFICIAL RECORDS.

LESS THAT PORTION LYING WITHIN THE RIGHT-OF-WAY OF SCOTT BOULEVARD.

PARCEL TWO-B:

A NON-EXCLUSIVE  EASEMENT FOR PEDESTRIAN AND VEHICULAR  ACCESS AS GRANTED IN THE
GRANT AND QUITCLAIM OF EASEMENTS  RECORDED  DECEMBER 4, 2000 AS  INSTRUMENT  NO.
15481192, OFFICIAL RECORDS.

APN:  224-45-022 AND 224-45-027 AND 224-45-028 AND 224-45-029

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                         First Priority Lien Instrument
                                        &
                       Second Priority Absolute Assignment

                                   Exhibit "B"


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