EXHIBIT 10.55

WHEN RECORDED RETURN TO:
Husch Blackwell Sanders LLP
4801 Main Street, Suite 1000
Kansas City, Missouri  64112
Attn:  Gaylord G. Smith

                                                                      9917/9918

                           LOAN MODIFICATION AGREEMENT
                         AND AMENDMENT OF DEED OF TRUST

     THIS LOAN  MODIFICATION  AGREEMENT  AND  AMENDMENT  OF DEED OF TRUST  (this
"Agreement")  is made as of the  16th  day of  December,  2008,  by and  between
MISSION WEST PROPERTIES,  L.P., a Delaware limited partnership, and MISSION WEST
PROPERTIES L.P. I, a Delaware limited  partnership  doing business in California
as MISSION WEST PROPERTIES I, L.P. (together,  "Original  Borrower") and MISSION
WEST  PROPERTIES  L.P.  II, a Delaware  limited  partnership  doing  business in
California as MISSION WEST PROPERTIES II, L.P. ("Additional Borrower") (Original
Borrower and Additional  Borrower are herein  collectively  called  "Borrower"),
whose address is 10050 Bandley Drive,  Cupertino,  California 95014, and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation,  whose address
is c/o Allianz of America,  Inc.,  55 Greens  Farms Road,  Post Office Box 5160,
Westport, Connecticut, 06881-5160, Attn: Real Estate Department ("Lender").

                                   WITNESSETH:

     WHEREAS,  Lender has made a mortgage loan in the amount of  $125,000,000.00
(the "Loan") to Original Borrower, as evidenced by a Secured Installment Note in
the amount of the Loan dated July 26, 2005 (the "Note"); and

     WHEREAS, the Loan is secured by Deed of Trust, Security Agreement,  Fixture
Filing  with  Absolute  Assignment  of Rents  dated  July 26,  2005,  granted by
Original  Borrower for the benefit of Lender,  and recorded on July 26, 2005, as
Document No.  18493764 (the "Deed of Trust"),  and by an Absolute  Assignment of
Leases,  Rents and Income  dated July 26,  2005,  given by Original  Borrower to
Lender, and recorded on July 26, 2005, as Document No. 18493765 (the "Assignment
of  Leases"),  encumbering  the  "Property,"  as  defined  in the Deed of Trust,
including  the real  property  described  on Exhibit  A,  attached  hereto  (the
"Original  Property")  (the Note, Deed of Trust,  Assignment of Leases,  and all
other  documents or instruments  evidencing or securing the Loan are hereinafter
referred to as the "Security Documents"); and

     WHEREAS,  certain obligations of Original Borrower under the Loan have been
guaranteed by Mission West Properties,  Inc. ("Guarantor") pursuant to a Limited
Guaranty dated July 26, 2005 (the "Guaranty"); and

     WHEREAS, pursuant to the Deed of Trust, Original Borrower has the option to
obtain a release  of a portion  of the  Original  Property  from the lien of the
Security Documents provided that Original Borrower provide substitute collateral
for the Loan satisfactory to Lender; and

     WHEREAS,  Original  Borrower has requested that Lender release the property
listed as "Tract Five - 20400 Mariani, Cupertino" on Exhibit A; and

     WHEREAS,  Original Borrower has proposed that Additional  Borrower grant to
Lender a first lien on the property  described on Exhibit B, attached hereto, as
substitute collateral for the Loan; and

     WHEREAS,  pursuant to that certain  letter  agreement  dated July 25, 2005,
Lender agreed to release a certain  portion of the property  described as "Tract
Three - 5325-5345  Hellyer  Avenue,  San Jose" on Exhibit A upon completion of a
lot line adjustment, as more fully set forth in said letter agreement; and

<PAGE>


     WHEREAS,  pursuant to that certain Parcel Map recorded December 11, 2008 in
Book 829,  Page 4-7 of Maps in the  records of Santa Clara  County (the  "Parcel
Map"), the said Tract Three was subjected to a lot line adjustment; and

     WHEREAS, Lender has approved the Parcel Map; and

     WHEREAS, Lender has agreed to such releases and substitutions of collateral
provided that (i) Additional  Borrower  assume the obligations of the "Borrower"
under the Security Documents, and (ii) Original Borrower and Additional Borrower
comply with the terms and provisions of this Agreement; and

     WHEREAS,  Original Borrower and Additional Borrower have agreed to Lender's
conditions  for the  property  substitution  and Lender,  Original  Borrower and
Additional  Borrower have agreed to amend the Security  Documents as hereinafter
set forth.

     NOW,  THEREFORE,  in consideration of the agreement of Lender to consent to
the proposed  substitution  of collateral,  and of the mutual  covenants  herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Lender,  Original  Borrower and
Additional Borrower hereby agree as follows:

                                     - 2 -
<PAGE>

     1. Assumption of Loan. Additional Borrower hereby assumes and agrees to pay
and perform the obligations and liabilities of the "Borrower" under the Security
Documents,  such  obligations  and  liabilities  to be joint  and  several  with
Original Borrower.

     2. Additional Property.  Borrower hereby GRANTS, BARGAINS, SELLS, TRANSFERS
AND CONVEYS  UNTO THE TRUSTEE  NAMED IN THE DEED OF TRUST,  ITS  SUCCESSORS  AND
ASSIGNS,  IN TRUST, WITH POWER OF SALE, AND GRANTS TO LENDER A SECURITY INTEREST
IN the real property with the buildings and improvements thereon situated in the
County of Santa Clara, State of California, and described in Exhibit B, attached
hereto, subject to all terms and conditions of the Deed of Trust.

     3.  Amendment of Deed of Trust;  Release of Property.  (a) Exhibit A to the
Deed of  Trust is  hereby  amended  by  deleting  from  Exhibit  A the  property
described  therein as  "Tract-Five  - 20400  Mariani,  Cupertino"  (the "Mariani
Property"). The Mariani Property is hereby released from the lien of the Deed of
Trust.

          (b) Exhibit A to the Deed of Trust is hereby  amended by deleting from
     Exhibit A the legal  description of Tract Three - 5325-5345 Hellyer Avenue,
     San Jose and by  substituting  therefor the legal  description set forth on
     Exhibit C,  attached  hereto.  The  property  described  as Parcel B on the
     Parcel Map is hereby released from the lien of the Deed of Trust.

          (c) The Deed of Trust is hereby amended by deleting  therefrom Section
     5.15 in its entirety.

     4. New  Exhibit  A.  Exhibit A to the Deed of Trust is  further  amended by
substituting  therefor,  in its entirety,  the new Exhibit A attached  hereto as
Exhibit D (the "New Exhibit A").

     5. Amendment of Assignment of Leases. Exhibit A to the Assignment of Leases
is hereby amended by substituting therefor the New Exhibit A.

     6.  Amendment of Other Security  Documents.  All references in the Security
Documents to the "Property"  shall be deemed to refer to the property  described
on New Exhibit A. All references in the Security Documents and this Agreement to
"Borrower"  shall  be  deemed  to  mean,  collectively,  Original  Borrower  and
Additional Borrower.

     7.  Conditions of Lender Consent.  As a condition of Lender's  agreement to
the release and  substitution of collateral as set forth herein,  Borrower shall
comply with all terms and  provisions  of that  certain  letter  agreement  from
Lender  dated  October 9, 2008,  and  acknowledged  and accepted by Mission West
Properties, L.P. on October 16, 2008, which is incorporated herein by reference.

     8. Security Documents to Continue in Effect.  Except as herein modified and
amended,  the Note,  Deed of Trust and all Security  Documents shall continue in
full force and effect in accordance with their terms.

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  California.  In the  event  that any
provision  or clause of this  Agreement  conflicts  with  applicable  law,  such
conflicts shall not affect other provisions of this Agreement which can be given
effect  without the conflict  provisions  and to this end the provisions of this
Agreement are declared to be severable.

     10. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties  hereto with respect to the  transactions  set forth herein.
This  Agreement  may only be  modified  or amended  in  writing by an  agreement
executed by all parties hereto.

     11. Headings. The headings used herein are for convenience only and are not
to be used in interpreting this Agreement.

     12. Counterparts.  This Agreement may be executed in multiple counterparts,
each of  which  shall be an  original,  and all of which  shall  constitute  the
complete  Agreement.  One complete,  original Agreement shall be attached to the
Note, and one complete,  original  Agreement shall be recorded in the Records of
Santa Clara County, California.


                                     - 3 -

<PAGE>


     IN  WITNESS   WHEREOF,   Borrower  and  Lender  have   executed  this  Loan
Modification Agreement as of the day and year first above written.

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

                         By:      Mission West Properties, Inc., a Maryland
                                  corporation, General Partner

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

                                  Name:      Raymond V. Marino
                                       -----------------------------------------

                                  Title:     President & COO
                                        ----------------------------------------








STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF          Santa Clara              )
          ----------------------------------

     On December 12, 2008,  before me,  Enedina M. Castro,  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/ Enedina M. Castro                (Seal)
          -------------------------------------------


                                     - 4 -
<PAGE>


                         MISSION WEST PROPERTIES, L.P. I, a Delaware limited
                         partnership doing business in California as MISSION
                         WEST PROPERTIES, L.P. I, a Delaware limited partnership

                         By:      Mission West Properties, Inc., a Maryland
                                  corporation, General Partner

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

                                  Name:     Raymond V. Marino
                                       -----------------------------------------

                                  Title:    President & COO
                                        ----------------------------------------



STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF          Santa Clara              )
          ----------------------------------

     On December 12, 2008,  before me,  Enedina M. Castro,  personally  appeared
Raymond M. 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/ Enedina M. Castro                   (Seal)
          -------------------------------------------

                                     - 5 -

<PAGE>


                         MISSION WEST PROPERTIES L.P. II,
                         a Delaware limited partnership doing business in
                         California as MISSION WEST PROPERTIES, L.P. II

                         By:      Mission West Properties, Inc., a Maryland
                                  corporation, General Partner

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

                                  Name:    Raymond V. Marino
                                       -----------------------------------------

                                  Title:   President & COO
                                        ----------------------------------------








STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF          Santa Clara              )
          ----------------------------------

     On December 12, 2008,  before me,  Enedina M. Castro,  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/ Enedina M. Castro                   (Seal)
          -------------------------------------------

                                     - 6 -
<PAGE>


                         ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA,
                         a Minnesota corporation


                         By:     /S/ Gary Brown
                            ----------------------------------------------------

                         Name:   Gary Brown
                              --------------------------------------------------

                         Title:  Assistant Treasurer
                               -------------------------------------------------


                         By:     /S/ Pamela J. Cornell
                            ----------------------------------------------------

                         Name:   Pamela J. Cornell
                              --------------------------------------------------

                         Title:  Assistant Treasurer
                               -------------------------------------------------








STATE OF CONNECTICUT                        )
                                            ) ss.
COUNTY OF         Fairfield                 )
          ----------------------------------

     On December 15, 2008, before me, Ruth O. Guglielmoni,  personally  appeared
Gary Brown and Pamela J. Cornell,  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
Connecticut that the foregoing paragraph is true and correct.

     WITNESS my hand and official seal.


Signature:     /S/ Ruth O. Guglielmoni                (Seal)
          -------------------------------------------

                                     - 7 -
<PAGE>


                              CONSENT OF GUARANTOR

     The below  entity,  as  "Guarantor"  under the Guaranty with respect to the
Loan  described in the  foregoing  Agreement,  hereby  consents to the terms and
provisions of the  foregoing  Agreement,  and hereby  ratifies and confirms said
Agreement,  and declares that the terms of the Guaranty, and the liabilities and
obligations  of the  Guarantor  thereunder  shall be and  continue to be in full
force  and  effect  with  respect  to the Loan and the  Security  Documents,  as
modified and amended by the foregoing Agreement.

                         MISSION WEST PROPERTIES, INC.,
                         a Maryland corporation

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

                                  Name:    Raymond V. Marino
                                       ----------------------------------------

                                  Title:   President & COO
                                        ---------------------------------------




STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF          Santa Clara              )
          ----------------------------------

     On December 12, 2008,  before me,  Enedina M. Castro,  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/ Enedina M. Castro                   (Seal)
          -------------------------------------------





Exhibit A:  Legal Description


                                     - 8 -
<PAGE>




                                    EXHIBIT A

                                Original Property

TRACT ONE - 10460 Bubb Road, Cupertino.

Real  property  in the  City of  Cupertino,  County  of  Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

PARCEL B, AS SHOWN ON THAT  CERTAIN  PARCEL MAP FILED  NOVEMBER 18, 1976 IN BOOK
383 OF MAPS, PAGES 39 AND 40, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA.

RESERVING  THEREFROM  A  NON-EXCLUSIVE  EASEMENT  FOR INGRESS AND EGRESS FOR THE
BENEFIT OF PARCELS A AND C OVER THAT PORTION OF PARCEL B LYING WITHIN THE BOUNDS
OF THE INGRESS AND EGRESS EASEMENTS AS SHOWN ON SAID PARCEL MAP.

PARCEL TWO:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS A
AND C AS SHOWN ON THE PARCEL MAP RECORDED NOVEMBER 18, 1976 IN BOOK 383 OF MAPS,
PAGES 39 AND 40, LYING  WITHIN THE BOUNDS OF THE INGRESS AND EGRESS  EASEMENT AS
SHOWN ON SAID PARCEL MAP.

APN:  357-20-037



TRACT TWO - 1768 Automation, San Jose.

Real  property  in the  City of San  Jose,  County  of  Santa  Clara,  State  of
California, described as follows:

PARCEL ONE:

PARCEL 3, 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, PAGES 1 AND 2.

RESERVING THEREFROM AN EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LAND
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.

PARCEL TWO:

AN EASEMENT FOR INGRESS,  EGRESS, PARKING AND LANDSCAPING MAINTENANCE OVER THOSE
PORTION  OF  PARCELS  1  AND  3  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.



<PAGE>


PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTION OF PARCEL 2 DESIGNATED AND
DELINEATED  AS "55'  EASEMENT TO BENEFIT  PARCEL 3" 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, AND AS
GRANTED IN THAT CERTAIN INSTRUMENT  RECORDED DECEMBER 29, 1997 AS INSTRUMENT NO.
13991699, OFFICIAL RECORDS.

APN:  244-13-016



TRACT THREE - 5325 - 5345 Hellyer Avenue, San Jose.

Real  Property  in the  City of San  Jose,  County  of  Santa  Clara,  State  of
California, described as follows:

ALL THAT PORTION OF LAND DESIGNATED AND DELINEATED AS "PARCEL J" IN THAT CERTAIN
LOT LINE ADJUSTMENT PERMIT FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SANTA  CLARA,  ON  SEPTEMBER  29,  1999  UNDER  RECORDER'S  SERIES NO.
15000706, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT CERTAIN  PARCEL OF LAND DESCRIBED AS PARCEL ONE IN THE QUITCLAIM DEED TO B,
B&K, A GENERAL  PARTNERSHIP,  RECORDED  MARCH 18, 1982 IN BOOK G 659 AT PAGE 691
SANTA CLARA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF THAT CERTAIN 157.41 ACRE TRACT OF LAND
DESCRIBED AS PARCEL ONE IN THE DEED FROM E. H. RENZEL,  JR., ET AL, TO ROBERT P.
KING, ET UX, DATED  DECEMBER 30, 1955,  RECORDED  DECEMBER 30, 1955 IN BOOK 3374
OFFICIAL  RECORDS,  PAGE 533, SANTA CLARA COUNTY RECORDS,  IN THE CENTER LINE OF
COYOTE  RIVER;  THENCE  FROM SAID POINT OF  BEGINNING  ALONG SAID CENTER LINE OF
COYOTE RIVER FOR THE TWO FOLLOWING  COURSES AND DISTANCES;  SOUTH 29(degree) 30'
00" EAST  597.01  FEET AND  SOUTH  7(degree)  30' 00"  WEST  409.78  FEET TO THE
NORTHEASTERLY  CORNER OF THAT CERTAIN 35.87 ACRE TRACT OF LAND  DESCRIBED IN THE
DEED FROM JOHN  DAWSON,  ET UX, TO JOHN DOUGLAS  DAWSON,  ET UX, DATED MARCH 12,
1945,  RECORDED  MARCH 16, 1945 IN BOOK 1250  OFFICIAL  RECORDS,  PAGE 88, SANTA
CLARA RECORDS;  THENCE LEAVING SAID CENTER LINE OF COYTE RIVER AND RUNNING NORTH
89(degree)  05' 40" EAST 185.12  FEET TO THE  SOUTHEAST  CORNER OF THAT  CERTAIN
PARCEL OF LAND CONVEYED TO THE COUNTY OF SANTA CLARA AND BEING DESIGNATED PARCEL
6424 11-B IN THAT CERTAIN  DEED  RECORDED  JUNE 28, 1968 IN BOOK 8174,  PAGE 148
OFFICIAL  RECORDS,  AND THE TRUE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN
DESCRIBED, THENCE CONTINUING NORTH 89(degree) 05' 40" EAST 1,543.31 FEET; THENCE
NORTH  2(degree)  13' 36" EAST 826.05 TO A POINT ON THE  NORTHERLY  LINE OF SAID
157.41 ACRES TRACT ABOVE REFERRED TO; THENCE NORTH 87(degree) 56' 24" WEST ALONG
SAID  NORTHERLY LINE OF SAID 157.41 ACRE TRACT FOR A DISTANCE OF 1856.70 FEET TO
THE EASTERLY LINE OF SAID PARCEL 6424 11-B ABOVE  REFERRED TO; THENCE ALONG SAID
EASTERLY LINE THE FOLLOWING COURSES AND DISTANCES; SOUTH 35(degree) 13' 15" EAST
631.30 FEET, SOUTH 19(degree) 54' 30" WEST 238.52 FEET, SOUTH 00(degree) 50' 20"
WEST 176.58 FEET TO THE TRUE POINT OF BEGINNING.

AND, IN ADDITION THERETO, THE FOLLOWING AREA:

PARCEL "C3" OF LOT LINE ADJUSTMENT

A PORTION OF PARCEL TWO, AS PARCEL TWO IS DESCRIBED IN THE QUITCLAIM  DEED TO B,
B&K A GENERAL  PARTNERSHIP,  RECORDED MARCH 18, 1982, IN BOOK G 659 AT PAGE 691,
SANTA CLARA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

<PAGE>


BEGINNING AT THE  NORTHEASTERLY  CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED
AS PARCEL ONE IN THE QUITCLAIM DEED TO B, B&K, A GENERAL  PARTNERSHIP,  RECORDED
MARCH 18, 1982 IN BOOK G 659 AT PAGE 691, SANTA CLARA COUNTY RECORDS;

THENCE  ALONG THE EAST LINE OF SAID PARCEL  ONE,  SOUTH  2(degree)  13' 36" WEST
826.05 FEET.

TO THE SOUTHEAST CORNER THEREOF;

THENCE ALONG THE SOUTHERLY  LINE OF SAID PARCEL ONE,  SOUTH  89(degree)  05' 40"
WEST 579.38 FEET;

THENCE SOUTH  54(degree)  21' 01" EAST 422.93 FEET TO THE NORTHERLY  LINE OF THE
RELOCATED BRANHAM LANE (106 FEET WIDE);

THENCE ALONG SAID NORTHERLY  LINE OF SAID RELOCATED  BRANHAM LINE, THE FOLLOWING
FOUR (4) COURSES;

1) SOUTH 82(degree) 01' 45" EAST 99.94 FEET;

2)  EASTERLY  ALONG A  TANGENT  CURVE TO THE LEFT  WITH A RADIUS  OF 88.00  FEET
THROUGH A CENTRAL ANGLE OF 24(degree) 02' 28" FOR AN ARC LENGTH OF 36.92 FEET;

3)  THENCE  NORTH  55(degree)  49' 35" EAST  54.69  FEET TO THE  BEGINNING  OF A
NON-TANGENT  CURVE WHICH HAS A RADIUS POINT THAT BEARS NORTH  52(degree) 16' 38"
WEST;

4) THENCE  NORTHEASTERLY  ALONG SAID NON-TANGENT CURVE TO THE LEFT WITH A RADIUS
OF 88.00 FEET THROUGH A CENTRAL ANGLE OF 21(degree) 08' 04" FOR AN ARC LENGTH OF
32.46 FEET TO A POINT ON THE WESTERLY  LINE OF HELLYER  AVENUE,  AS SAID HELLYER
AVENUE IS SHOWN ON THAT CERTAIN RECORD OF SURVEY FILED FOR RECORD IN BOOK 525 OF
MAPS, AT PAGES 52 THROUGH 59, SANTA CLARA COUNTY RECORDS;

THENCE  NORTHERLY  ALONG THE WESTERLY LINE OF SAID HELLYER  AVENUE THE FOLLOWING
THREE (3) COURSES:

1) ALONG A REVERSE  CURVE TO THE RIGHT  WITH A RADIUS OF 853.00  FEET  THROUGH A
CENTRAL ANGLE OF 2(degree) 23' 28" FOR AN ARC LENGTH OF 35.60 FEET;

2) THENCE NORTH 18(degree) 58' 46" EAST 352.39 FEET;

3) ALONG A TANGENT  CURVE TO THE LEFT WITH A RADIUS OF  1047.00  FEET  THROUGH A
CENTRAL  ANGLE OF  36(degree)  57' 24" FOR AN ARC  LENGTH OF 675.33  FEET TO THE
NORTHERLY LINE OF SAID PARCEL TWO;

THENCE NORTH 87(degree) 56' 24" WEST ALONG SAID NORTHERLY LINE 59.11 FEET TO THE
POINT OF BEGINNING, CONTAINING 4.117 ACRES, MORE OR LESS.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL.

ALL THAT PORTION OF THAT CERTAIN  PARCEL OF LAND  DESCRIBED AS PARCEL ONE IN THE
QUITCLAIM  DEED TO B, B&K, A GENERAL  PARTNERSHIP,  RECORDED  MARCH 18, 1982, IN
BOOK G 659 AT  PAGE  691,  SANTA  CLARA  COUNTY  RECORDS,  LYING  SOUTHERLY  AND
SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID ABOVE DESCRIBED  PARCEL ONE AT
THE  SOUTHEASTERLY  TERMINUS OF THE COURSE  DESIGNATED  SOUTH 35(degree) 13' 15"
EAST 631.30 FEET;

<PAGE>

THENCE NORTH 33(degree) 39' 26" EAST 40.82 FEET;

THENCE SOUTH 80(degree) 16' 44" EAST 363.11 FEET;

THENCE  SOUTH  54(degree)  21' 01" EAST 614.69 FEET TO A POINT ON THE  SOUTHERLY
LINE OF SAID PARCEL ONE,  DISTANT  THEREON SOUTH  89(degree) 05' 40" WEST 579.38
FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL ONE.

APN:  679-01-010



TRACT FOUR - 2770, 2800, 2880, 2890 Scott Blvd., Santa Clara.

Real  property  in the City of Santa  Clara,  County  of Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

ALL OF PARCEL 2, as shown on 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.

Excepting therefrom, a portion of said Parcel 2 described as follows:

Beginning  at a point on the  Westerly  line of Scott  Boulevard  at the  Common
Corner to said Parcel 2 and Parcel 3 as shown on said map;

Thence,  from  said  Point  of  Beginning  along  said  Westerly  line of  Scott
Boulevard, South 00(degree) 59' 10" West, 29.00 feet;

Thence,  parallel to a common boundary of said Parcels 2 and 3, North 89(degree)
28' 22" West, 244.39 feet to a common boundary of said Parcels 2 and 3;

Thence along last said boundary North  00(degree) 31' 38" East,  29.00 feet to a
common corner to said Parcels 2 and 3;

Thence along a common boundary to said Parcels 2 and 3, South 89(degree) 28' 22"
East, 244.63 feet to the Point of Beginning.

PARCEL ONE-A

An easement for ingress and egress over all those portions of Parcel 1, as shown
and designated  "P.I.E.E.  Established  Hereon to Benefit Parcel 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-B

An easement for ingress and egress over all those portions of Parcel 4, as shown
and designated  "P.I.E.E.  Established  Hereto To Benefit Parcel 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

<PAGE>

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:

Strips of land 10 feet in width,  the  centerlines  of which  are  described  as
follows:

Strip 1:

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 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 to Point "A" 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
1 in the Westernmost boundary of said Adjusted Parcel 3.

Strip 2:

Beginning at said Point "A"; thence,  South 00(degree) 31' 38" West, 153.28 feet
to the Westerly  prolongation  of a line drawn parallel to and distant 5.00 feet
Northerly  of a common  boundary  to said  Adjusted  Parcels  2 and 3, last said
boundary intersects Scott Boulevard;  thence,  along said prolongation of a line
drawn  parallel  South  89(degree)  28' 22" East,  53.00  feet to the  Northerly
prolongation  of a boundary  common to said  Adjusted  Parcels 2 and 3;  thence,
along said line drawn parallel South  89(degree) 28' 22" East, 40.66 feet to the
termination of herein described Strip 2.

PARCEL ONE-D

An easement for storm drain over all those portions of Parcel 4, designated "10'
S.D.E.  (3) Established  Hereon to Benefit Parcel 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-E

An  easement  for  landscape  over all those  portions  of Parcel 1,  designated
"P.L.E.  Established  Herein to  Benefit  Parcel  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-F

An easement for landscape over all those portions of Parcel 4,  designated  "15'
P.L.E. Established Hereon to Benefit Parcel 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 Map 13, 1993 in Book M775, Page 1281, Official Records.

PARCEL ONE-G

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

<PAGE>

Declaration of Covenants,  Conditions,  Restrictions and Easements  recorded May
13, 1993 in Book M775, Page 1281, Official Records.

PARCEL ONE-H

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.

PARCEL ONE-I

A non-exclusive  easement for private ingress and egress,  lying within Adjusted
Parcel 3, as granted in the Grant Deed recorded May 15, 2003 as  Instrument  No.
17039886, Official Records.

PARCEL ONE-J

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel B" and lying within  Adjusted  Parcel 4, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

A portion of the above easement was  terminated by a Grant of Vacation  recorded
August 31, 2004 as Document No. 17981052, Official Records.

PARCEL TWO:

ALL OF  PARCEL 3, as shown on  Parcel  Map filed on May 13,  1993 in Book 646 of
Maps Pages 46 through 49 Santa Clara County Records.

Together with a portion of Parcel 2 as shown on said Map, said portion of Parcel
2 being more particularly described as follows:

Beginning  at a point on the  Westerly  line of Scott  Boulevard  at the  common
corner to said Parcel 2 and Parcel 3 as shown on said map;

Thence,  from  said  Point  of  Beginning  along  said  Westerly  line of  Scott
Boulevard, South 00(degree) 59' 10" West, 29.00 feet;

Thence,  parallel to a common boundary of said Parcels 2 and 3, North 89(degree)
28' 22" West, 244.39 feet to a common boundary of said Parcels 2 and 3;

Thence,  along last said boundary North 00(degree) 31' 38" East, 29.00 feet to a
common corner of said Parcels 2 and 3;

Thence along said common boundary to said Parcels 2 and 3, South  89(degree) 28'
22" East, 244.63 feet to the Point of Beginning.

PARCEL TWO-A

An easement for sanitary sewer over those portions of Parcel 2,  designated "10'
P.S.S.E.  Established  Hereon to  Benefit  Parcel 3", 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 TWO-B

<PAGE>

An  easement  for  ingress  and  egress  over all  those  portions  of Parcel 2,
designated  "P.I.E.E.  Established  Hereon to Benefit Parcel 3", as shown on the
Parcel Map filed  fore  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.

A portion of the above  easement was terminated by a Grant Deed recorded May 15,
2003 as Instrument No. 17039885, Official Records.

PARCEL TWO-C

An easement for ingress and egress over those  portions of Parcel 2,  designated
"21' P.I.E.E.  Established  Hereon to Benefit  Parcel 3", 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 TWO-D

An easement for private  sanitary sewer purposes lying within  Adjusted Parcel 2
as described in Document No. 14686937 filed on March 4, 1993, 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.
17003230,  Official  Records,  said easement being a continuous strip of land 10
feet in width, the center line of which is described as follows:

Beginning  at a point  on a  Northerly  boundary  line of that  certain  private
sanitary  sewer easement  shown as "10' P.S.S.E.  ESTABLISHED  HEREON TO BENEFIT
PARCEL 3", said Point of Beginning  lying North  89(degree)  28' 22" West,  4.68
feet;  North  81(degree)  06' 15" West, as shown on said map,  156.68 feet,  and
North  01(degree) 46' 12" East 5.04 feet from a Westerly  boundary line of Scott
Boulevard  as shown on said map;  thence,  from said  Point of  Beginning  North
01(degree)  46' 12" East,  78.90 feet to a Southerly  boundary of said  Adjusted
Parcel 3. The sidelines of the herein  described 10 foot wide strip  terminating
in said Southerly  boundary of Adjusted Parcel 3 and said Northerly  boundary of
said "10' P.S.S.E."

PARCEL TWO-E

A non-exclusive  easement for private ingress and egress,  lying within Adjusted
Parcel 2, as granted in the Grant Deed recorded May 15, 2003 as  Instrument  No.
17039886, Official Records.

PARCEL THREE:

ALL OF PARCEL 4, and a portion of Parcel 5, as shown Parcel Map filed for record
on May 13, 1993 in Book 646 of Maps, Pages 46, 47, 48 and 49, Santa Clara County
Records.

Beginning at a point in the Westerly  boundary of Scott Boulevard at an easterly
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 said Parcel is 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 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. MCMANUS 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 McManus Property, North
89(degree) 28' 12" West, 62.89 feet to the Northwesterly  corner of said McManus
Property;

<PAGE>

Thence,  North 89(degree) 28' 12" West, 38.94 feet to a Southeasterly  corner of
said Parcel 4;

Thence along a common boundary to said Parcels 4 and 5, North 89(degree) 29' 12"
West,  161.06  feet to a  Northeasterly  corner 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  the  common  boundary  of said  Parcel 4 and said  3.924 net acre
parcel,  North 89(degree) 29' 54" West,  362.84 feet to an easterly  boundary of
Parcel I 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  boundaries  of said Parcel 4 and said Parcel 1, North
1(degree) 04' 25" East,  302.38 feet, South 89(degree) 29' 54" East, 42.42 feet,
and North  0(degree)  30' 06" East,  80.00  feet to a corner of Parcel 2 as said
Parcel 2 is shown on first said Parcel Map;

Thence,  continuing  along the  projection  of the last  mentioned  course and a
common  boundary  of said Parcel 4 and said  Parcel 2, North  0(degree)  30' 06"
East, 20.00 feet;

Thence,  continuing  along a common boundary of said Parcel 4 and said Parcel 2,
South  89(degree) 28' 22" East,  703.69 feet to said Westerly  boundary of Scott
Boulevard;

Thence,  along last said boundary,  South 0(degree) 59' 10" West, 278.25 feet to
the Point of Beginning.

PARCEL THREE-A

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.

PARCEL THREE-B

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel A" and lying within  Adjusted  Parcel 2, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

PARCEL THREE-C

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel C" and lying within  Adjusted  Parcel 5, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

APN: 224-45-028; 029; 030 and 031

ARB: 224-10-x41; 41.01; 44; 100.01; 100.03; 100.04; 101 and 102


<PAGE>


TRACT FIVE - 20400 Mariani, Cupertino.

Real  property  in the  City of  Cupertino,  County  of  Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

PARCEL 2 AS SAID PARCEL IS SHOWN ON THE PARCEL MAP RECORDED NOVEMBER 23, 1977 IN
BOOK 408 OF MAPS, AT PAGES 14 AND 15, SANTA CLARA COUNTY RECORDS.

PARCEL TWO:

AN EASEMENT OVER A PORTION OF PARCEL 1, FOR INGRESS AND EGRESS,  AS SHOWN ON THE
PARCEL MAP ABOVE REFERRED TO.

APN: 316-22-018



<PAGE>


                                    EXHIBIT B

                               Additional Property

TRACT FIVE - 180 Great Oaks Blvd and 6810-6850 Santa Teresa Blvd, San Jose.

Real  property  in the  City of San  Jose,  County  of  Santa  Clara,  State  of
California, described as follows:

ALL OF 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 AUGUST 21,
1979, IN BOOK 448 OF MAPS, PAGE(S) 16 AND 17.

APN: 706-02-025



TRACT SIX - 4750 Patrick Henry Drive, Santa Clara.

Real  property  in the City of Santa  Clara,  County  of Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

ALL OF PARCEL 18, AS SHOWN UPON THAT  CERTAIN MAP  ENTITLED  "PARCEL MAP BEING A
RESUBDIVISION  OF  PARCELS 1, 3, 4, 5, & 9 AND AREAS A, B & D AS SHOWN ON PARCEL
MAP 3399  RECORDED  IN BOOK 368 OF MAPS AT  PAGES  36 & 37  SANTA  CLARA  COUNTY
RECORDS",  WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE  RECORDER  OF THE
COUNTY OF SANTA CLARA,  STATE OF CALIFORNIA,  ON DECEMBER 9, 1976 IN BOOK 386 OF
MAPS, AT PAGES 4 AND 5.

PARCEL TWO:

RIGHTS  CONTAINED  IN THAT  CERTAIN  DEED IN FAVOR OF THE CITY AND COUNTY OF SAN
FRANCISCO  RECORDED  NOVEMBER 3, 1950 IN BOOK 2089, PAGE 315,  OFFICIAL RECORDS,
SUBJECT TO THE RIGHTS OF OTHER ADJOINING LANDOWNERS.

APN: 104-04-120



<PAGE>



                                    EXHIBIT C

                              New Hellyer Property

All that certain real property situate in the City of San Jose,  County of Santa
Clara, State of California, described as follows:

Parcel A as shown upon that  certain  Parcel Map  recorded  in the office of the
Recorder,  County of Santa Clara,  State of California,  on December 11, 2008 in
Book 829 of Maps, pages 4 through 7.

APN:  679-01-010





<PAGE>




                                    EXHIBIT D

                                  New Exhibit A

TRACT ONE - 10460 Bubb Road, Cupertino.

Real  property  in the  City of  Cupertino,  County  of  Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

PARCEL B, AS SHOWN ON THAT  CERTAIN  PARCEL MAP FILED  NOVEMBER 18, 1976 IN BOOK
383 OF MAPS, PAGES 39 AND 40, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA.

RESERVING  THEREFROM  A  NON-EXCLUSIVE  EASEMENT  FOR INGRESS AND EGRESS FOR THE
BENEFIT OF PARCELS A AND C OVER THAT PORTION OF PARCEL B LYING WITHIN THE BOUNDS
OF THE INGRESS AND EGRESS EASEMENTS AS SHOWN ON SAID PARCEL MAP.

PARCEL TWO:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS A
AND C AS SHOWN ON THE PARCEL MAP RECORDED NOVEMBER 18, 1976 IN BOOK 383 OF MAPS,
PAGES 39 AND 40, LYING  WITHIN THE BOUNDS OF THE INGRESS AND EGRESS  EASEMENT AS
SHOWN ON SAID PARCEL MAP.

APN:  357-20-037



TRACT TWO - 1768 Automation, San Jose.

Real  property  in the  City of San  Jose,  County  of  Santa  Clara,  State  of
California, described as follows:

PARCEL ONE:

PARCEL 3, 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, PAGES 1 AND 2.

RESERVING THEREFROM AN EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LAND
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.

PARCEL TWO:

AN EASEMENT FOR INGRESS,  EGRESS, PARKING AND LANDSCAPING MAINTENANCE OVER THOSE
PORTION  OF  PARCELS  1  AND  3  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:


<PAGE>

AN EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTION OF PARCEL 2 DESIGNATED AND
DELINEATED  AS "55'  EASEMENT TO BENEFIT  PARCEL 3" 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, AND AS
GRANTED IN THAT CERTAIN INSTRUMENT  RECORDED DECEMBER 29, 1997 AS INSTRUMENT NO.
13991699, OFFICIAL RECORDS.

APN:  244-13-016



TRACT THREE - 5325 - 5345 Hellyer Avenue, San Jose.

All that certain real property situate in the City of San Jose,  County of Santa
Clara, State of California, described as follows:

Parcel A as shown upon that  certain  Parcel Map  recorded  in the office of the
Recorder,  County of Santa Clara,  State of California,  on December 11, 2008 in
Book 829 of Maps, pages 4 through 7.

APN:  679-01-010



TRACT FOUR - 2770, 2800, 2880, 2890 Scott Blvd., Santa Clara.

Real  property  in the City of Santa  Clara,  County  of Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

ALL OF PARCEL 2, as shown on 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.

Excepting therefrom, a portion of said Parcel 2 described as follows:

Beginning  at a point on the  Westerly  line of Scott  Boulevard  at the  Common
Corner to said Parcel 2 and Parcel 3 as shown on said map;

Thence,  from  said  Point  of  Beginning  along  said  Westerly  line of  Scott
Boulevard, South 00(degree) 59' 10" West, 29.00 feet;

Thence,  parallel to a common boundary of said Parcels 2 and 3, North 89(degree)
28' 22" West, 244.39 feet to a common boundary of said Parcels 2 and 3;

Thence along last said boundary North  00(degree) 31' 38" East,  29.00 feet to a
common corner to said Parcels 2 and 3;

Thence along a common boundary to said Parcels 2 and 3, South 89(degree) 28' 22"
East, 244.63 feet to the Point of Beginning.

PARCEL ONE-A

An easement for ingress and egress over all those portions of Parcel 1, as shown
and designated  "P.I.E.E.  Established  Hereon to Benefit Parcel 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.

<PAGE>

PARCEL ONE-B

An easement for ingress and egress over all those portions of Parcel 4, as shown
and designated  "P.I.E.E.  Established  Hereto To Benefit Parcel 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 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:

Strips of land 10 feet in width,  the  centerlines  of which  are  described  as
follows:

Strip 1:

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 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 to Point "A" 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
1 in the Westernmost boundary of said Adjusted Parcel 3.

Strip 2:

Beginning at said Point "A"; thence,  South 00(degree) 31' 38" West, 153.28 feet
to the Westerly  prolongation  of a line drawn parallel to and distant 5.00 feet
Northerly  of a common  boundary  to said  Adjusted  Parcels  2 and 3, last said
boundary intersects Scott Boulevard;  thence,  along said prolongation of a line
drawn  parallel  South  89(degree)  28' 22" East,  53.00  feet to the  Northerly
prolongation  of a boundary  common to said  Adjusted  Parcels 2 and 3;  thence,
along said line drawn parallel South  89(degree) 28' 22" East, 40.66 feet to the
termination of herein described Strip 2.

PARCEL ONE-D

An easement for storm drain over all those portions of Parcel 4, designated "10'
S.D.E.  (3) Established  Hereon to Benefit Parcel 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-E

An  easement  for  landscape  over all those  portions  of Parcel 1,  designated
"P.L.E.  Established  Herein to  Benefit  Parcel  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-F

An easement for landscape over all those portions of Parcel 4,  designated  "15'
P.L.E. Established Hereon to Benefit Parcel 2", as shown on the Parcel Map filed
for record in the Office of the Recorder of the County of Santa Clara,

<PAGE>

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 Map 13, 1993 in Book M775, Page 1281, Official Records.

PARCEL ONE-G

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-H

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.

PARCEL ONE-I

A non-exclusive  easement for private ingress and egress,  lying within Adjusted
Parcel 3, as granted in the Grant Deed recorded May 15, 2003 as  Instrument  No.
17039886, Official Records.

PARCEL ONE-J

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel B" and lying within  Adjusted  Parcel 4, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

A portion of the above easement was  terminated by a Grant of Vacation  recorded
August 31, 2004 as Document No. 17981052, Official Records.

PARCEL TWO:

ALL OF  PARCEL 3, as shown on  Parcel  Map filed on May 13,  1993 in Book 646 of
Maps Pages 46 through 49 Santa Clara County Records.

Together with a portion of Parcel 2 as shown on said Map, said portion of Parcel
2 being more particularly described as follows:

Beginning  at a point on the  Westerly  line of Scott  Boulevard  at the  common
corner to said Parcel 2 and Parcel 3 as shown on said map;

Thence,  from  said  Point  of  Beginning  along  said  Westerly  line of  Scott
Boulevard, South 00(degree) 59' 10" West, 29.00 feet;

Thence,  parallel to a common boundary of said Parcels 2 and 3, North 89(degree)
28' 22" West, 244.39 feet to a common boundary of said Parcels 2 and 3;

Thence,  along last said boundary North 00(degree) 31' 38" East, 29.00 feet to a
common corner of said Parcels 2 and 3;

Thence along said common boundary to said Parcels 2 and 3, South  89(degree) 28'
22" East, 244.63 feet to the Point of Beginning.

PARCEL TWO-A

<PAGE>

An easement for sanitary sewer over those portions of Parcel 2,  designated "10'
P.S.S.E.  Established  Hereon to  Benefit  Parcel 3", 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 TWO-B

An  easement  for  ingress  and  egress  over all  those  portions  of Parcel 2,
designated  "P.I.E.E.  Established  Hereon to Benefit Parcel 3", as shown on the
Parcel Map filed  fore  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.

A portion of the above  easement was terminated by a Grant Deed recorded May 15,
2003 as Instrument No. 17039885, Official Records.

PARCEL TWO-C

An easement for ingress and egress over those  portions of Parcel 2,  designated
"21' P.I.E.E.  Established  Hereon to Benefit  Parcel 3", 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 TWO-D

An easement for private  sanitary sewer purposes lying within  Adjusted Parcel 2
as described in Document No. 14686937 filed on March 4, 1993, 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.
17003230,  Official  Records,  said easement being a continuous strip of land 10
feet in width, the center line of which is described as follows:

Beginning  at a point  on a  Northerly  boundary  line of that  certain  private
sanitary  sewer easement  shown as "10' P.S.S.E.  ESTABLISHED  HEREON TO BENEFIT
PARCEL 3", said Point of Beginning  lying North  89(degree)  28' 22" West,  4.68
feet;  North  81(degree)  06' 15" West, as shown on said map,  156.68 feet,  and
North  01(degree) 46' 12" East 5.04 feet from a Westerly  boundary line of Scott
Boulevard  as shown on said map;  thence,  from said  Point of  Beginning  North
01(degree)  46' 12" East,  78.90 feet to a Southerly  boundary of said  Adjusted
Parcel 3. The sidelines of the herein  described 10 foot wide strip  terminating
in said Southerly  boundary of Adjusted Parcel 3 and said Northerly  boundary of
said "10' P.S.S.E."

PARCEL TWO-E

A non-exclusive  easement for private ingress and egress,  lying within Adjusted
Parcel 2, as granted in the Grant Deed recorded May 15, 2003 as  Instrument  No.
17039886, Official Records.

PARCEL THREE:

ALL OF PARCEL 4, and a portion of Parcel 5, as shown Parcel Map filed for record
on May 13, 1993 in Book 646 of Maps, Pages 46, 47, 48 and 49, Santa Clara County
Records.

Beginning at a point in the Westerly  boundary of Scott Boulevard at an easterly
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 said Parcel is 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;

<PAGE>

Thence,  along the common  boundaries  of said  Parcel 5 and 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. MCMANUS 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 McManus Property, North
89(degree) 28' 12" West, 62.89 feet to the Northwesterly  corner of said McManus
Property;

Thence,  North 89(degree) 28' 12" West, 38.94 feet to a Southeasterly  corner of
said Parcel 4;

Thence along a common boundary to said Parcels 4 and 5, North 89(degree) 29' 12"
West,  161.06  feet to a  Northeasterly  corner 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  the  common  boundary  of said  Parcel 4 and said  3.924 net acre
parcel,  North 89(degree) 29' 54" West,  362.84 feet to an easterly  boundary of
Parcel I 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  boundaries  of said Parcel 4 and said Parcel 1, North
1(degree) 04' 25" East,  302.38 feet, South 89(degree) 29' 54" East, 42.42 feet,
and North  0(degree)  30' 06" East,  80.00  feet to a corner of Parcel 2 as said
Parcel 2 is shown on first said Parcel Map;

Thence,  continuing  along the  projection  of the last  mentioned  course and a
common  boundary  of said Parcel 4 and said  Parcel 2, North  0(degree)  30' 06"
East, 20.00 feet;

Thence,  continuing  along a common boundary of said Parcel 4 and said Parcel 2,
South  89(degree) 28' 22" East,  703.69 feet to said Westerly  boundary of Scott
Boulevard;

Thence,  along last said boundary,  South 0(degree) 59' 10" West, 278.25 feet to
the Point of Beginning.

PARCEL THREE-A

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.

PARCEL THREE-B

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel A" and lying within  Adjusted  Parcel 2, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

PARCEL THREE-C

A private pedestrian ingress,  egress and underground  communications  easement,
described  as "Parcel C" and lying within  Adjusted  Parcel 5, as granted by the
Declaration  and Grant of  Easements  recorded  June 15,  2000 as  Document  No.
15282347, Official Records.

APN: 224-45-028; 029; 030 and 031

ARB: 224-10-x41; 41.01; 44; 100.01; 100.03; 100.04; 101 and 102



TRACT FIVE - 180 Great Oaks Blvd and 6810-6850 Santa Teresa Blvd, San Jose.

<PAGE>

Real  property  in the  City of San  Jose,  County  of  Santa  Clara,  State  of
California, described as follows:

ALL OF 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 AUGUST 21,
1979, IN BOOK 448 OF MAPS, PAGE(S) 16 AND 17.

APN: 706-02-025



TRACT SIX - 4750 Patrick Henry Drive, Santa Clara.

Real  property  in the City of Santa  Clara,  County  of Santa  Clara,  State of
California, described as follows:

PARCEL ONE:

ALL OF PARCEL 18, AS SHOWN UPON THAT  CERTAIN MAP  ENTITLED  "PARCEL MAP BEING A
RESUBDIVISION  OF  PARCELS 1, 3, 4, 5, & 9 AND AREAS A, B & D AS SHOWN ON PARCEL
MAP 3399  RECORDED  IN BOOK 368 OF MAPS AT  PAGES  36 & 37  SANTA  CLARA  COUNTY
RECORDS",  WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE  RECORDER  OF THE
COUNTY OF SANTA CLARA,  STATE OF CALIFORNIA,  ON DECEMBER 9, 1976 IN BOOK 386 OF
MAPS, AT PAGES 4 AND 5.

PARCEL TWO:

RIGHTS  CONTAINED  IN THAT  CERTAIN  DEED IN FAVOR OF THE CITY AND COUNTY OF SAN
FRANCISCO  RECORDED  NOVEMBER 3, 1950 IN BOOK 2089, PAGE 315,  OFFICIAL RECORDS,
SUBJECT TO THE RIGHTS OF OTHER ADJOINING LANDOWNERS.

APN: 104-04-120



<PAGE>



PLEASE COMPLETE THIS INFORMATION.

   RECORDING REQUESTED BY:

     Gaylord G. Smith

   AND WHEN RECORDED MAIL TO:

     Husch Blackwell Sanders LLP
     4801 Main Street - Suite 1000
     Kansas City, Missouri  64112            THIS SPACE FOR RECORDER'S USE ONLY
--------------------------------------- ----------------------------------------





                         LOAN MODIFICATION AGREEMENT AND
                           AMENDMENT OF DEED OF TRUST
























       THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION

                       (Additional recording fee applies)