EXHIBIT 10.29.1

                     DISBURSEMENT REQUEST AND AUTHORIZATION

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<S>                 <C>             <C>              <C>               <C>               <C>            <C>          <C>
 Principal           Loan Date       Maturity         Loan No           Call / Coll       Account        Officer      Initials
 $40,000,000.00      07-02-2004      09-02-2004       301099227                                           188
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References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
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BORROWER: Mission West Properties, Inc., A Maryland corporation       LENDER:  Cupertino National Bank - part of Greater Bay Bank NA
          10050 Bandley Drive                                                  Main Office
          Cupertino, CA   95014-2244                                           20230 Stevens Creek Blvd.
                                                                               Cupertino, CA   95014-2244
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LOAN TYPE. This is a Variable Rate Nondisclosable  Revolving Line of Credit Loan
to a Corporation for $40,000,000.00 due on September 2, 2004. The reference rate
(Three Month Libor Rate,  as published on the first  business day of each month,
currently 1.610%) is added to the margin of 2.000%, resulting in an initial rate
of 3.610. This is an unsecured renewal loan.

PRIMARY  PURPOSE  OF LOAN.  The  primary  purpose  of this  loan is for  (please
initial):
_________________Personal, Family, or Household Purposes or Personal Investment.
[X][CEB][RM]_ Business (Including Real Estate Investment).

SPECIFIC PURPOSE.  The specific purpose of this loan is: Extend maturity date of
revolving line of credit.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
satisfied. Please disburse the loan proceeds of $40,000,000.00 as follows:

UNDISBURSED FUNDS:                                      $17,167,580.35
AMOUNT PAID ON BORROWER'S ACCOUNT:                      $22,832,419.65
$22,832,419.65 Payment on Loan # 301099227 (Disbursed)  _______________
NOTE PRINCIPAL:                                         $40,000,000.00

CHARGES  PAID IN  CASH.  Borrower  has paid or will  pay in cash as  agreed  the
following charges:

    PREPAID FINANCE CHARGES PAID IN CASH:                             $1,000.00
                    $1,000.00   Loan Fee
                                                                 ---------------

              TOTAL CHARGES PAID IN CASH:                             $1,000.00

FINANCIAL  CONDITION.  BY SIGNING THIS  AUTHORIZATION,  BORROWER  REPRESENTS AND
WARRANTS TO LENDER THAT THE  INFORMATION  PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED  IN  BORROWER'S  MOST RECENT  FINANCIAL  STATEMENT TO LENDER.  THIS
AUTHORIZATION IS DATED JULY 2, 2004.


BORROWER:


MISSION WEST PROPERTIES, INC., A MARYLAND CORPORATION


By: /s/ Carl E. Berg                          By: /s/ Raymond V. Marino
   ----------------------                        ----------------------------
   Carl E. Berg, Chairman & CEO of               Raymond V. Marino, President &
   Mission West Properties, Inc.,                COO of Mission West Properties,
   A Maryland corporation                        Inc., A Maryland corporation