EXHIBIT 10.44

Loan No. C-332757


                               FIRST AMENDMENT TO
                    CONTRIBUTION AND REIMBURSEMENT AGREEMENT


     THIS FIRST  AMENDMENT TO  CONTRIBUTION  AND  REIMBURSEMENT  AGREEMENT (this
"First  Amendment")  is made as of November 5, 2008 by Mission West  Properties,
L.P., a Delaware limited partnership ("MW"), Mission West Properties,  L.P. I, a
Delaware limited partnership  ("MWI"),  and Mission West Properties,  L.P. II, a
Delaware  limited  partnership  ("MWII")  (each a "Borrower"  and  collectively,
"Borrowers"),  and Mission West Properties,  Inc., a Maryland corporation,  (the
"Principal"),  and The Northwestern  Mutual Life Insurance  Company, a Wisconsin
corporation ("Lender").

                                    RECITALS

     A. Borrowers,  Principal and Lender entered into that certain  Contribution
and  Reimbursement  Agreement dated January 3, 2003 (the "Original  Contribution
Agreement")  regarding the  allocation and  disbursement  of proceeds from those
certain  loans (the "Loan") to Borrowers  from Lender in the original  aggregate
amount  of  One  Hundred   Million  Dollars   ($100,000,000.00).   The  Original
Contribution Agreement, as amended by this First Amendment and as may be further
amended  from  time  to  time  is  referred  to  herein  as  this  "Contribution
Agreement".

     B. Borrowers have requested Lender to consent to a release and substitution
of  properties  securing  the Loan  (the  "Substitution")  resulting  in one (1)
Property  owned by MWI and two (2)  Properties  owned  by MWII  (the  three  (3)
Properties  being referred to as the "Release  Properties")  being released from
the Lien Instruments,  as defined in the Original  Contribution  Agreement,  and
four  (4)  new  properties  (the  "Substitute  Properties")  owned  by MW  being
substituted as therefore as security for the Loan.  Concurrently  herewith,  the
Lien  Instruments  are being  amended to document  the  Substitution  (the "Lien
Instrument  Amendments").  The Term "Lien Instruments" is hereby amended to mean
the Lien Instruments,  as amended by the Lien Instrument Amendments, as the same
may be modified or amended  from time to time.  The Term  "Property"  shall mean
each individual  property subject to a Lien Instrument and the term "Properties"
shall mean collectively all of the properties subject to the Lien Instruments.

     C. As a result of the  Substitution,  MWI and MWII are being  permitted  to
prepay  without  penalty of a  prepayment  fee solely for this  prepayment  that
portion of the outstanding  principal  balance due on their respective Notes, as
defined in the Original  Contribution  Agreement,  allocated to their respective
Release  Properties  and such  amount  is  being  advanced  to MW.  Concurrently
herewith,  the Notes are being amended (the "Note  Amendments")  to document the
prepayment and additional  advance of Loan proceeds.  The term "Notes" is hereby
amended to mean the Notes, as amended by the Note Amendments, as the same may be
modified or amended from time to time.

     D. Principal  continues to be the general  partner of each Borrower.  As of
the date hereof,  Principal  owns 19.96% of MW,  21.79% of MW I and 16.27% of MW
II.

     E. As a result  of the  Note  Amendments,  the  proceeds  of the Loan  will
continue to be  allocated  and  disbursed  to the  individual  Borrowers  in the
amounts set forth in the Notes.

     F. Concurrently herewith,  Borrowers,  Principal and Lender are executing a
First Amendment to Environmental  Indemnity Agreement ("First Amendment to EIA")
with respect to the  Substitution.  The term "EIA" is hereby amended to mean the
EIA, as defined in the Original Contribution  Agreement, as amended by the First
Amendment to EIA, as the same may be modified or amended from time to time.

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     G. Borrowers  understand  that the consequence of being obligated under the
amended EIA and under the amended  Loan  Documents  that secure the Loan is that
each Borrower's  respective  Property is being  encumbered as collateral for the
entire Loan which is in excess of the proceeds of the Loan allocated to it.

     H. On the basis of the foregoing facts and consideration,  each Borrower is
willing to enter into the  amendments to the Loan Documents and EIA, but only in
reliance on the acknowledgements,  representations,  warranties and undertakings
of each other Borrower contained herein.

     NOW,  THEREFORE,  in order to induce  each other  Borrower  to agree to the
Substitution,  and in consideration thereof and with the understanding that each
other Borrower is relying  thereon,  each Borrower and Principal  hereby jointly
and severally agree and certify as follows:

     1.  Representations  and  Warranties.  Each Borrower  jointly and severally
represents,  warrants and acknowledges to each other Borrower that it has joined
with each other Borrower in requesting  that Lender consent to the  Substitution
and that all  Borrowers  continue to be jointly and  severally  liable under the
EIA,  and  that  the  Loan  continue  to  be  structured  as a  cross-defaulted,
cross-collateralized  obligation  in light of the following  considerations  and
expected benefits:

          a.  The  interest  rate  and  repayment  terms  of the  Loan  are more
     favorable than those that each  individual  Borrower could have obtained on
     its own without the "pooling" of all of the  collateral as security for the
     Loan,  the  issuance  of  several  Notes  from  the   Borrowers,   and  the
     cross-default provisions and  cross-collateralization  of the Notes and the
     Loan.

          b. Financing of each of the separate  Properties apart from the others
     would be upon terms that are less favorable to Borrowers,  and Lender would
     not finance each Property  separately  under such more favorable terms, and
     each  Borrower,  because  of  the  common  ownership  relationship  of  the
     Borrowers,  expects to receive a substantial portion of the benefit of such
     favorable terms.

          c. The structure of the Loan and the  Substitution has been devised in
     order to accommodate  each  Borrower's  existing  operational  structure in
     order to best serve such Borrower's interests.

          d. Each  Borrower has  received  and expects to receive a  substantial
     portion of the benefit of such favorable rate and terms.  Without  limiting
     the  foregoing,  each  Borrower  expects that the more  favorable  terms it
     believes  have and will result from the Loan as presently  structured  will
     preserve each  Borrower's  individual  cash flow and equity in its Property
     and hence such Borrower's interest in each other Borrower and the cash flow
     available to the owners thereof.

          e. None of the  Borrowers is  insolvent  as of the date  hereof,  nor,
     after completing the  Substitution,  including the Note Amendments and Lien
     Instrument  Amendments,  shall any Borrower be insolvent on the date of the
     closing of the  Substitution or the date of any transfer and each Borrower,
     on the date hereof,  (as evidenced by its most recent  quarterly  financial
     statements)  copies of which have been delivered to Lender, has assets with
     a positive value, net of liabilities and obligations.

     2. Contribution and Reimbursement.  Each Borrower,  in consideration of the
benefits it has  received  and  expects to continue to receive  from the EIA and
Loan as structured, including the Substitution, and in order to induce the other
Borrowers to accept the Substitution and execute and deliver the First Amendment
to  EIA,  the  Note   Amendments  and  the  Lien   Instrument   Amendments  (the
"Amendments"),  continues  to  agree,  for the  benefit  of  each  of the  other
Borrowers and their respective creditors, that it shall contribute to, reimburse
and  indemnify  and hold  harmless  each other  Borrower  for any  claim,  loss,
liability,  damage or expense  suffered or paid by such Borrower (a)  (including
payments of the Loan and the loss of such  Borrower's  respective  Property as a
result of the exercise of Lender's  remedies under the Loan  Documents) if, as a
result of the  cross-default or  cross-collateralization  provisions of the Loan
Documents,  such Borrower suffers a loss or liability in excess of the amount of
the Loan  allocated  to it in  respect of its  individual  Note  (together  with
accrued  interest and other charges and costs fairly  allocated to such Borrower
under the terms of the Loan  Documents),  to the extent of such  excess  loss or
liability,  and (b) as a result  of

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such Borrower's  failure to pay in full or perform such  Borrower's  obligations
under the EIA as to Property owned by such Borrower.

     3.  Indemnity.  Each Borrower  jointly and severally  continues to agree to
indemnify,  defend,  protect and hold harmless each other  Borrower  against any
losses, claims, damages,  liabilities,  or expenses (including attorneys' fees),
suffered   or   incurred   by  such   other   Borrower   in  the  event  of  any
misrepresentation by any such Borrower in this Contribution Agreement.

     4. No Other  Modification.  Except  as  hereby  amended,  the  Contribution
Agreement shall remain in full force and effect,  unchanged and in all respects,
ratified and confirmed.

     5.  Counterparts.  This  First  Amendment  may be  executed  in one or more
counterparts and such  counterparts  taken together shall constitute one and the
same document.

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     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the day and year first written above.

                         BORROWERS:

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



                         MISSION WEST PROPERTIES, L.P., I,
                         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
                                        --------------------------------------



                         MISSION WEST PROPERTIES, L.P. II,
                         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
                                        -------------------------------------




                    (Signatures continue on following page.)

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                         PRINCIPAL:

                         MISSION WEST PROPERTIES, INC.,
                         a Maryland corporation

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




                         LENDER:

                         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
                                     -----------------------------------------
                                     Name:    Michael P. Cusick
                                     Title:   Managing Director

                                  Attest:  /S/ Donna L. Lemanczyk
                                         -------------------------------------
(corporate seal)                         Name:    Donna L. Lemanczyk
                                         Title:   Assistant Secretary

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