EXHIBIT 10.29.3

                            CHANGE IN TERMS AGREEMENT

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

                                    RECITALS

     A. As of July 12, 2002, Bank and Borrower  entered into certain  agreements
(the "2002 Loan Documents") including but not limited to a Revolving Credit Loan
Agreement pursuant to which 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 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, Bank and Borrower entered
into certain agreements (the "Loan Documents") pursuant to which, subject to the
terms and conditions  stated  therein,  Bank agreed to refinance the amounts due
and owing  under the 2002  Loan  Documents  and  continue  to lend to  Borrower.
Included  among the Loan  Documents  were a Revolving  Credit Note (the  "Note")
executed by Borrower in favor of Bank, a Revolving  Credit Loan  Agreement  (the
"Credit  Agreement")  executed  by  Borrower  and  Bank,  and a  Non-Encumbrance
Agreement executed by Borrower,  Mission West Properties,  L.P. ("MWP"), and the
Bank. Also as of November 2, 2004, MWP executed a Continuing  Guaranty (the "MWP
Guaranty")  guarantying  Borrower's obligations to Bank. Unless expressly stated
to the  contrary  herein,  all  capitalized  terms  used  herein  shall have the
meanings ascribed to them in the Loan Documents.

     C. As of July 22, 2005, at Borrower's  request,  Bank and Borrower  entered
into a Change in Terms  Agreement (the "July 2005 CIT") whereby they amended the
Loan  Documents;   Borrower,  MWP,  and  Bank  executed  a  First  Amendment  to
Non-Encumbrance  Agreement;  and MWP  executed  a  Reaffirmation  of  Continuing
Guaranty.  Such  agreements  are  hereinafter  referred  to as  the  "July  2005
Modification Agreements."

     D. Pursuant to the Loan Documents as amended by the July 2005  Modification
Agreements and as of December 12, 2005,  Borrower is currently  indebted to Bank
in the sum of zero Dollars ($0.00).

     E. Borrower has requested Bank to enter into this Agreement,  and,  subject
to the terms and  conditions  and as set forth herein,  Bank is willing to enter
into this Agreement.

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

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

          (b)  Borrower  and MWP shall have  executed  and  delivered  to Bank a
     Termination of Non-Encumbrance  Agreement and Guaranty (the  "Termination")
     in the  form  attached  hereto  as  Exhibit  A (the  Termination  and  this
     Agreement  hereinafter  collectively  referred  to as  the  "December  2005
     Modification Agreements");

          (c) Borrower shall have paid to the Bank the Minimum Annual Fee of Ten
     Thousand  Dollars  ($10,000.00)  or authorized  Bank to deduct the fee from
     Borrower's checking account #001-141422 at Bank, pursuant to Section 2.10.1
     of the Credit Agreement as amended herein; and

          (d) Borrower shall have paid to Bank the sum of Five Thousand  Dollars
     and no cents  ($5,000.00)  or  authorized  Bank to deduct the  amount  from
     Borrower's checking account #001-141422 at Bank for all attorneys' fees and
     expenses  incurred  by Bank  in  connection  with  the  preparation  of the
     December 2005 Modification Agreements.

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     3. REVISED LOAN DOCUMENTS.  The December 2005 Modification Agreements shall
govern in the event of any inconsistency  between the December 2005 Modification
Agreements  and  either  the  July  2005  Modification  Agreements  or the  Loan
Documents.  The  Loan  Documents  as  modified  by the  July  2005  Modification
Agreements  and by the  December  2005  Modification  Agreements  are  hereafter
referred to as the "Revised Loan Documents." Except as expressly modified by the
July 2005 Modification Agreements or the December 2005 Modification  Agreements,
the Loan Documents are in full force and effect.

     4.  COMMITMENT  AMOUNT;  AMENDMENT OF NOTE.  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 sum of Ten Million Dollars and no cents ($10,000,000.00). The
parties further agree that the Note is hereby amended as follows: (a) the amount
of  "$40,000,000.00"  appearing at the top left of the first page of the Note is
hereby  deleted and replaced  with the amount of  "$10,000,000.00";  and (b) the
phrase "the  principal sum of Forty  Million  Dollars  ($40,000,000.00)"  in the
first  paragraph of the Note is hereby deleted and replaced with the phrase "the
principal sum of Ten Million Dollars ($10,000,000.00)."

     5.  BANK'S  EXECUTION  AND  DELIVERY  OF  TERMINATION  OF   NON-ENCUMBRANCE
AGREEMENT OF GUARANTY.  Bank agrees to execute and deliver to Borrower a copy of
the  Termination  promptly  after the  satisfaction  of the  Conditions  and the
execution of this Agreement.

     6. DELETION OF PROVISION FOR INCREASE IN COMMITMENT  AMOUNT.  The provision
set  forth  as  Paragraph  5 of the  July  2005 CIT and  entitled  "Addition  of
Properties to MWP Pool  Properties and Increase in Commitment  Amount" is hereby
deleted, and Borrower  acknowledges and agrees that it has no right and Bank has
no obligation at any time to increase the Commitment Amount.

     7. REDUCTION OF MINIMUM ANNUAL FEE. The first sentence of Section 2.10.1 of
the Credit Agreement is hereby replaced in full by the following:  "The Borrower
shall pay to Bank a minimum annual fee of Ten Thousand Dollars ($10,000.00) (the
`Minimum Annual Fee')."

     8. BORROWER'S OPTION TO EXTEND  TERMINATION  DATE.  Borrower shall have the
option to extend the "Termination  Date" as defined in Section 1.1 of the Credit
Agreement  from  December  22,  2006 to  December  22,  2007 upon the  following
conditions:

          (a) At least 30 days prior to December 22, 2006,  Borrower  shall have
     executed  and  delivered  to Bank and Bank  shall  have  received a written
     notice (the  "Election") duly executed by Borrower setting forth Borrower's
     election  to  extend  the  Termination   Date,   which  election  shall  be
     irrevocable;

          (b) Notwithstanding  anything to the contrary in Section 2.10.1 of the
     Credit  Agreement,  the Election shall be accompanied by the Minimum Annual
     Fee of Ten Thousand  Dollars  ($10,000.00) or authorized Bank to deduct the
     fee from  Borrower's  checking  account  #001-141422  at Bank, for the year
     commencing on December 22, 2006;

          (c) Whether as of the date of the Election or at any time prior to and
     including December 22, 2006:

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               (i) There shall not be any  Default or Event of Default  under or
          as defined in the Revised Loan Documents;

               (ii) There shall not be any Default or Event of Default  under or
          as defined in any other agreement between Borrower and Bank.

     9. CHANGE IN VARIABLE RATE.  The  definition of "Variable  Rate" in Section
1.1 of the  Credit  Agreement  is  hereby  replaced  in full  by the  following:
"`Variable  Rate' shall mean that variable rate of interest  equal to the sum of
LIBOR  applicable  to funds  borrowed  for a thirty  (30) day  period  plus 1.75
percent (1.75%),  per annum, the interest rate to be initially calculated by the
Bank as of  approximately  10:00 a.m. San Jose,  California  time on the Funding
Date  if the  Funding  Date is the  first  day of a  month,  or,  if not,  as of
approximately 10:00 a.m. San Jose, California time on the first day of the month
during which the Funding Date occurs,  and with the interest  rate to thereafter
fluctuate with changes in such LIBOR with such fluctuations to be effective, and
the interest rate to be adjusted, on the first day of each month."

     10. CHANGE IN DEBT COVERAGE RATIO.

          (a) The definition of "Debt Service Ratio" under  Paragraph 1.1 of the
     Credit Agreement is hereby replaced in full with the following:

     "Debt  Coverage   Ratio"  shall  mean,  as  of  any   applicable   date  of
     determination,  the ratio of: (1) Borrower's net operating income,  divided
     by (2) the  current  portion of  Borrower's  long-term  debt plus  interest
     expense, assuming 30-year amortization of all debt including line of credit
     commitments,  using the weighted average annual interest rate of Borrower's
     fixed rate debt. The Debt Coverage Ratio shall be determined by the Bank as
     of each Fiscal Quarter (as defined below) and on the basis of the preceding
     twelve  (12) month  period  (actual  or based on  annualized  quarters)  as
     follows:  (i) as to each  Fiscal  Quarter  ending on March 31, June 30, and
     September 30, from  Borrower's  SEC Form 10-Q filed with the Securities and
     Exchange  Commission  relating to such quarter,  with such quarter  results
     annualized;  and (ii) as to each Fiscal Quarter ending on December 31, from
     Borrower's  SEC  Form  10-K  relating  to the  year  ending  on such  date.
     Notwithstanding the foregoing,  the Bank may also rely on other information
     that  Borrower is obligated to provide to the Bank  pursuant to Section 6.1
     of this Agreement.  Exhibit E hereto includes an example of the calculation
     of Debt Coverage Ratio as defined herein from  Borrower's SEC Form 10-K for
     the period  ending  December  31, 2004 and Form 10-Q for the period  ending
     September 30, 2005, and is provided for example purposes only.

          (b) Exhibit E of the Credit  Agreement  is hereby  replaced in full by
     the Exhibit E attached hereto.

          (c) Section 6.10 of the Credit Agreement is hereby replaced in full by
     the following:

     "Maintain Debt Coverage  Ratio.  On a consolidated  basis,  maintain a Debt
     Coverage Ratio of at least 1.75 to 1.00."


     11. Addition of Maximum Debt to Tangible Net Worth Ratio Requirement.

          (a) The  following  definition  is hereby  added to Section 1.1 of the
     Credit Agreement:

     "Maximum Debt to Tangible Net Worth Ratio" shall mean, as of any applicable
     date of  determination,  the ratio of: (1)  Borrower's  total  liabilities,
     divided  by (2) Total  Stockholders'  Equity  (but not  including  Minority
     Interest)  as stated  in the  Consolidated  Balance  Sheet of  Borrower  in
     Borrower's  SEC Form  10-Q or,  as  applicable,  SEC  Form  10-K (or  other
     financial  information that Bank may obtain regarding  Borrower or that may
     be  provided  by Borrower to Bank in  accordance  with),  less  intangibles
     calculated in accordance  with GAAP. The Maximum Debt to Tangible Net Worth
     Ratio shall be determined by the Bank as of each Fiscal Quarter.  Exhibit E
     hereto  includes an example of the  calculation of Maximum Debt to Tangible
     Net Worth  Ratio as defined  herein from  Borrower's  SEC Form 10-K for the
     period  ending  December  31,  2004 and Form  10-Q  for the  period  ending
     September 30, 2005, and is provided for example purposes only

          (b) The  following  is  hereby  added as  Section  6.15 of the  Credit
     Agreement:

     "Maintain  Maximum  Debt to Tangible  Net Worth  Ratio.  On a  consolidated
     basis,  Borrower  shall maintain a Maximum Debt to Tangible Net Worth Ratio
     of 5.00 to 1.00.

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     12.  DELETION OF CERTAIN  PROVISIONS  OF CREDIT  AGREEMENT.  The  following
sections of the Credit Agreement are hereby deleted:

          (a) Section 4.2.3 entitled "Maximum Borrower Aggregate Loan-to-Value";

          (b) Section 4.2.4 entitled "Loan-to-Value of MWP Pool Properties"; and

          (c) Section 7.2 entitled  "Indebtedness  (Maximum  Borrower  Aggregate
     Loan-to-Value) and Loan-to-Value of MWP Pool Properties."

     13.  DELETION OF REQUIREMENT  FOR MINIMUM  BALANCE IN DEPOSIT  ACCOUNTS AND
AUTOMATIC LOANS.

          (a) Section 6.12 of the Credit Agreement entitled "Maintain  Operating
     Accounts and Minimum Balance in Deposit  Accounts" is hereby deleted in its
     entirety and replaced with the following:

     "Operating Accounts. Borrower shall maintain its primary operating accounts
     with Bank."

          (b) Section 2.4 entitled  "Automatic Variable Rate Loans and Automatic
     Repayments" and subsections  2.4.1 and 2.4.2  thereunder are hereby deleted
     in their entirety.

     14. ANNUAL FINANCIAL REPORTS AND QUARTERLY FINANCIAL STATEMENTS. The phrase
in Section 6.11 of the Credit Agreement "As soon as practicable and in any event
within  ninety (90) days after the close of each fiscal year of the Borrower" is
hereby  replaced  with the  phrase "As soon as  practicable  and in any event no
later than the  earlier of (i) five (5) days after  filing or (ii)  ninety  (90)
days after the close of each fiscal year of the Borrower." The phrase in Section
6.12 of the Credit  Agreement  "As soon as  practicable  and in any event within
forty-five  (45) days after the close of each Fiscal Quarter of each fiscal year
of the Borrower" is hereby  replaced with the phrase "As soon as practicable and
in any event no later than the earlier of (i) five (5) days after filing or (ii)
forty-five  (45) days after the close of each  first,  second  and third  Fiscal
Quarter of each fiscal year of the Borrower."

     15. INDEPENDENT  INVESTIGATION.  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.

     16.  INTEGRATED  AGREEMENTS.  The  December  2005  Modification  Agreements
constitute an integrated agreement.  Except for the Loan Documents and July 2005
Modification   Agreements  as  modified  by  the  December   2005   Modification
Agreements,  the  December  2005  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 this Agreement.


              The balance of this page is intentionally left blank.

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IN WITNESS WHEREOF,  BORROWER AND 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/ Jason Hartman
                                           -------------------------------------

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

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