EXHIBIT 10.29.2

                            CHANGE IN TERMS AGREEMENT

     This  Change  in  Terms  Agreement  (this  "Agreement")  is  made as of and
delivered on July 22, 2005,  by and between  Mission  West  Properties,  Inc., a
Maryland corporation ("Borrower"), and Cupertino National Bank (the "Bank").

                                    RECITALS

     A. As of July  12,  2002,  the  Bank  and  Borrower  entered  into  certain
agreements (the "2002 Loan Documents")  including but not limited to a Revolving
Credit Loan  Agreement  pursuant to which the Bank agreed,  subject to the terms
and conditions set forth therein, to lend up to the sum of Forty Million Dollars
($40,000,000.00) to Borrower, pursuant to which the Bank lent certain amounts to
Borrower,  and pursuant to which Borrower  agreed to repay the loan on or before
November 2, 2004.

     B. As of November 2, 2004,  at  Borrower's  request,  the Bank and Borrower
entered into certain agreements (the "Loan Documents") including but not limited
to a Revolving  Credit Note and a Revolving  Credit Loan  Agreement (the "Credit
Agreement")  pursuant  to which,  subject  to the terms  and  conditions  stated
therein,  the Bank agreed to refinance  the amounts due and owing under the 2002
Loan  Documents  and continue to lend to Borrower and pursuant to which the Bank
lent certain  amounts to Borrower.  Also as of November 2, 2004,  MWP executed a
Continuing Guaranty (the "MWP Guaranty")  guarantying  Borrower's obligations to
the Bank. Unless expressly stated to the contrary herein,  all capitalized terms
used herein shall have the meaning ascribed to them in the Loan Documents.

     C. Pursuant to the Loan  Documents,  Borrower is currently  indebted to the
Bank  in the  principal  sum  of  Twenty-Three  Million  Nine  Hundred  Thirteen
Thousand,  Ninety-Five  and 24/100 Dollars  ($23,913,095.24),  plus interest and
fees thereon.

     D. Included  among the Loan Documents is a  Non-Encumbrance  Agreement (the
"Non-Encumbrance  Agreement")  pursuant to which Borrower and MWP agreed,  among
other things,  not to encumber,  transfer,  or  hypothecate  any of the MWP Pool
Properties.  MWP now desires to refinance two of such properties,  that property
located  at  5325-5345  Hellyer  Avenue,  San  Jose,  California  (the  "Hellyer
Property") and that property  located at 1768 Automation,  San Jose,  California
(the  "Automation  Property"),  and Borrower has requested that the Bank release
such properties from the MWP Pool Properties in the Non-Encumbrance Agreement.

     E. Pursuant to the Loan Documents,  Borrower is not entitled to borrow more
than Forty Million Dollars  ($40,000,000.00) or more than fifty percent (50%) of
the total combined Value of the MWP Pool Properties. If the Hellyer Property and
the  Automation  Property are released  from the MWP Pool  Properties,  the only
property  remaining within the MWP Pool Properties will be that property located
at 5970 Optical  Court,  San Jose,  California  (the  "Optical  Property"),  and
Borrower  will be  over-advanced  by the sum of  Thirteen  Million  One  Hundred
Twenty-Five Thousand Seven Hundred Thirty-Five Dollars ($13,125,735.00).

     F. The Bank is  willing,  subject  to the  terms and  conditions  set forth
herein, to release the Hellyer Property and the Automation Property.

     In  consideration  of the premises and the mutual promises herein contained
and in reliance upon Borrower's representations and warranties set forth herein,
Borrower and the Bank agree as follows:

                                    AGREEMENT

     1.  INCORPORATION  OF RECITALS.  Each of the  foregoing  Recitals is hereby
incorporated herein by this reference as though set forth in full herein.

     2. CONDITIONS.  At the Bank's option and for its benefit, the effectiveness
of this Agreement and the Bank's obligations  hereunder are conditioned upon the
satisfaction of each and all of the following  conditions (the  "Conditions") on
or before July 22, 2005:

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

          (b) Borrower and MWP shall have  executed and  delivered to the Bank a
     First Amendment to Non-Encumbrance Agreement in the form attached hereto as
     Exhibit A;

          (c) MWP shall have executed and delivered to the Bank a  Reaffirmation
     of Guaranty in the form attached hereto as Exhibit B (this  Agreement,  the
     First Amendment to  Non-Encumbrance  Agreement,  and the  Reaffirmation  of
     Guaranty  are  hereinafter  collectively  referred to as the  "Modification
     Agreements");

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          (d) Borrower shall have paid to the Bank a payment of Fourteen Million
     Nine   Hundred   Thirteen   Thousand   Ninety-Five   and   24/100   Dollars
     ($14,913,095.24) in order to reduce the principal amount due under the Loan
     Documents to Nine Million Dollars ($9,000,000.00); and

          (e)  Borrower  shall  have  paid to the Bank  the sum of Two  Thousand
     Sixty-Five  Dollars  ($2,065.00) as and for attorneys' fees incurred by the
     Bank in connection with the preparation of the Modification Agreements.

     3.  RELEASE  OF  HELLYER  PROPERTY  AND  AUTOMATION   PROPERTY.   Upon  the
satisfaction of the  Conditions,  the Bank shall execute and deliver to Borrower
the Non-Encumbrance  Agreement releasing the Hellyer Property and the Automation
Property from the MWP Pool Properties.

     4. COMMITMENT AMOUNT. The definition of "Commitment  Amount" in Section 1.1
of the Credit Agreement is hereby replaced in full by the following: "Commitment
Amount" shall mean, as of any applicable  date of  determination,  the lesser of
(i) Nine Million  Dollars and no cents  ($9,000,000.00);  and (ii) fifty percent
(50%) of the Value of the MWP Pool Properties.

     5. ADDITION OF PROPERTIES TO MWP POOL PROPERTIES AND INCREASE IN COMMITMENT
AMOUNT. The Bank agrees to permit Borrower to add real property (the "Additional
Property") to the MWP Pool  Properties and to increase the Commitment  Amount by
fifty percent (50%) of the Value of the Additional Real Property, except that in
no event shall the Commitment Amount exceed 40 Million Dollars ($40,000,000.00),
and the Bank's agreement shall be subject to the following terms and conditions,
the  satisfaction  of  which  are to be  determined  by the Bank in its sole and
absolute discretion:

          (a) Borrower makes written request to the Bank for the addition of the
     Additional  Property and the increase in the Commitment  Amount,  including
     with its written request the following:

               (i)  An  identification  of  the  Additional   Property  and  the
          entity-which  shall  be  either  Borrower,  MWP,  or  another  limited
          partnership of which Borrower is the general  partner (each one of the
          foregoing  hereinafter a "Permitted  Owner")-which is the owner of fee
          simple title to the Additional  Property;  Borrower's statement of the
          then-current  Value  of  the  Additional   Property  (the  "Borrower's
          Valuation  Statement");   copies  of  all  leases  of  the  Additional
          Property;

               (ii)  A  statement  by the  Permitted  Owner  of  the  Additional
          Property that it consents to the addition of the  Additional  Property
          to the MWP Pool  Properties  and that it is  willing  to  execute  all
          documents  required by the Bank to effect the  addition and is willing
          to execute a Guaranty  of  Borrower's  obligations  to the Bank in the
          same form and content as the MWP Guaranty; and

               (iii) A statement by MWP and any other  persons or entities  that
          have  executed  guaranties  of  Borrower's  obligations  to  the  Bank
          (collectively,  the "Guarantors") that they consent to the addition of
          the Additional  Property and the increase in the Commitment Amount and
          that they are willing to execute reaffirmations of their guaranties in
          form and  substance  acceptable  to the Bank in its sole and  absolute
          discretion  setting  forth their  consent and their  reaffirmation  of
          their guaranties.

          (b) The  Permitted  Owner  is the  owner  of fee  simple  title to the
     Additional Property.

          (c)  The  Additional   Property  is  free  and  clear  of  any  liens,
     encumbrances, deeds of trusts, and mortgages.

          (d) The  Permitted  Owner,  if MWP,  executes  a  modification  of the
     Non-Encumbrance  Agreement, and, if not MWP, a non-encumbrance agreement in
     the same form as the Non-Encumbrance  Agreement executed by MWP, adding the
     Additional Property to the MWP Pool Properties, and also executes any other
     documents required by the Bank to effect the addition.

          (e) The Guarantors execute  reaffirmations of their guaranties in form
     and substance  acceptable  to the Bank in its sole and absolute  discretion
     setting forth their consent to the addition of the Additional  Property and
     the increase in the Commitment  Amount,  and their  reaffirmation  of their
     guaranties.

          (f) Borrower and the  Permitted  Owner provide to the Bank any and all
     information and documents  requested by the Bank relating to the Additional
     Property including without limitation information and documents relating to
     leases, tenants, and value.

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          (g)  Borrower  and  the  Permitted  Owner  provide  to  the  Bank  all
     representations,  warranties,  and other  assurances  requested by the Bank
     relating to Permitted Owner's fee ownership of the Additional  Property and
     such property's lien and encumbrance-free status.

          (h)  Borrower  has complied  with all its  obligations  under the Loan
     Documents  and the  Modification  Agreements  including  but not limited to
     paying the  Minimum  Annual  Fee of Eighty  Thousand  Dollars  and no cents
     ($80,000.00)  pursuant  to and by the dates set forth in Section  2.10.1 of
     the Credit  Agreement.  There is no Default or Event of Default under or as
     defined in the Loan Documents as modified by the Modification Agreements or
     under the Modification  Agreements;  there is no default under any guaranty
     executed by any of the Guarantors in favor of the Bank;  Borrower is not in
     default under any other agreement with the Bank.

          (i) Borrower pays all reasonable fees and out-of-pocket costs incurred
     by the Bank relating to the addition of the Additional  Property  including
     without limitation attorneys' fees and costs.

          (j) In its sole and absolute  discretion,  the Bank is satisfied  with
     the  accuracy  of the  Borrower's  Valuation  Statement  and  agrees to the
     addition of the  Additional  Property  and the  increase in the  Commitment
     Amount.

     6. Except as expressly  modified by the Modification  Agreements,  the Loan
Documents are hereby reaffirmed by all parties thereto and are incorporated into
this Agreement.

     7. Borrower acknowledges that it has executed this Agreement in reliance on
its own  independent  investigation  and  analysis of the facts  underlying  the
subject  matter of the  Agreement,  and that, in executing  this  Agreement,  no
representations,  warranties, or promises of any kind have been made directly or
indirectly  to induce it to  execute  this  Agreement  other than those that are
expressly set forth herein,  and that it has not relied on any  representations,
warranties,  or  promises  of any kind other than those that are  expressly  set
forth herein.

     8. The Modification  Agreements are integrated  agreements.  Except for the
Loan  Documents as modified by the  Modification  Agreements,  the  Modification
Agreements supersede all prior  representations and agreements,  if any, between
the parties to this Agreement and their respective legal counsel relating to the
subject matter  hereof,  contain the entire and only  understanding  between the
parties,  and may not be altered,  amended or extinguished,  except by a writing
signed subsequent to the execution of the Modification Agreements.

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IN WITNESS  WHEREOF,  THE BORROWER AND THE BANK HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED BY THEIR DULY AUTHORIZED  OFFICERS AS OF THE DAY AND YEAR FIRST WRITTEN
ABOVE.


                                      MISSION WEST PROPERTIES, INC.
                                      A Maryland corporation


                                      By: /s/ Carl E. Berg
                                         ---------------------------------------

                                      Its: Chairman & CEO
                                          --------------------------------------


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

                                      Its: President & COO
                                          --------------------------------------


                                      CUPERTINO NATIONAL BANK


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

                                      Its: Senior Vice President
                                          --------------------------------------

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