MISSION WEST PROPERTIES

                         SPECIAL MEETING OF SHAREHOLDERS
                                __________, 1998

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned hereby appoints Carl E. Berg and Michael J. Anderson,  and
each of them, as his agents and proxies with full power of  substitution to vote
any and all  shares  of  Common  Stock of  Mission  West  Properties  which  the
undersigned is entitled to vote at the Special  Meeting of  Shareholders of said
Company to be held _______, 1998, or any adjournment or postponement thereof, as
specified on the reverse hereof.

      THIS PROXY WILL BE VOTED AS THE UNDERSIGNED SPECIFIES ON THE REVERSE
  HEREOF. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.


                  (Continued and to be signed on other side)






THE BOARD OF DIRECTORS SOLICITS YOUR PROXY FOR THE FOLLOWING ITEMS:


1.    PROPOSAL TO APPROVE the Company's sale of 6,495,058 shares of Common Stock
      at $4.50 per share.

           FOR (  )       AGAINST (  )         ABSTAIN (  )

2.    PROPOSAL  TO RATIFY AND  APPROVE  the  Company's  acquisition  of the sole
      general partner interest in each of the Operating Partnerships.

           FOR (  )       AGAINST (  )         ABSTAIN (  )

3.    PROPOSAL TO APPROVE the Company's  acquisition of the Pending  Development
      Projects from Carl E. Berg and certain other members of the Berg Group.

           FOR (  )       AGAINST (  )         ABSTAIN (  )

4.    PROPOSAL  TO APPROVE  the  Company's  acquisition  of an option to acquire
      future  R&D  Properties  build on land  owned by Carl E. Berg and  certain
      other members of the Berg Group.

           FOR (  )       AGAINST (  )         ABSTAIN (  )

5.    PROPOSAL TO APPROVE the Company's  acquisition of the sole general partner
      interest  in  the  Operating  Partnerships  and  the  issuance  of  up  to
      93,398,705  shares of Common  Stock in exchange  for  limited  partnership
      interests held by or issuable to Carl E. Berg and certain other members of
      the Berg Group and other limited partners.

           FOR (  )       AGAINST (  )         ABSTAIN (  )

6.    PROPOSAL TO APPROVE the Merger Agreement and Plan of Merger pursuant to
      which the Company will change its state of incorporation from California
      to Maryland through a merger with and into the Company's wholly owned
      subsidiary Mission West Properties, Inc., a Maryland corporation
      ("Mission West-Maryland"), which during 1998 intends to elect to become
      a real estate investment trust for federal income tax purposes, and to
      approve the adoption of the charter and the bylaws of Mission
      West-Maryland.

           FOR (  )       AGAINST (  )         ABSTAIN (  )


Date:  ______________, 1998

                          Signature: ____________________________

                          Signature: ____________________________

NOTE:  Please sign as name appears  herein.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such.