THIRD LICENSE AND SERVICE PROVISIONS ADDENDUM

Exhibit 10.5.3

PORTIONS DENOTED WITH [***] HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

THIRD LICENSE AND SERVICE PROVISIONS ADDENDUM

This document is being executed pursuant to that certain License Agreement and Service Agreement (“Master Agreement”) dated July 1, 2004, by and among CARLYLE MARKET POST TOWER, LLC, a Delaware limited liability company (“Licensor”), CARLYLE MARKET POST TOWER MMR, LLC, a Delaware limited liability company (“Company”) and LIVEWORLD, INC., a Delaware corporation (“Customer”).

By signing this document on behalf of the Customer, the signing party represents and warrants mat he or she has the unconditional authority to execute this document on behalf of the Customer and that, upon such execution, this document is binding upon the Customer. This document is governed by the terms and conditions set forth in the Master Agreement. The parties acknowledge that this Third Addendum amends and supersedes that certain Second License and Service Provisions Addendum dated August 10, 2005. Any undefined terms herein shall have the same meaning as those set forth in the Master Agreement.

TERMS OF LICENSE AGREEMENT		DESCRIPTION
1. Date:		October 13, 2005
2. Building/Data Center:		00 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000
3. Term:
3.1 Length of Term:		32 Months
3.2 Commencement Date:		10/15/05
3.3 Expiration Date:		06/14/08
4. Telecommunication Installations:
4.1 Space:		One (1) 330 square foot cage (the “Space”) located in Suite 1435 and known as number Z808C, as further set forth in Exhibit A to this Addendum.
4.2 AC Electrical Power:		Fifteen (15) 120 volt 20-amp AC circuits A and fifteen (15) 120 volt 20 amp AC circuits B. Customer will pull a total of [***] amps per rack. Company reserves the right to meter power anytime. If Customer is utilizing more than [***]% of [***] amps per rack, Customer agrees to pay an additional $[***]/MRC per circuit installed retroactive to the commencement date.
4.3 Conduits:		N/A
4.4 Innerducts:		N/A
5. Customer Fees:

				Monthly License Fee
		Non-Recurring Fees		Months during Term		Monthly License Fee
(a) Space:		N/A		1-2		$[***]
				3-32		$[***]
(b) AC Electrical Power (A):		N/A		1-2		$[***]
				3-32		$[***] (i.e. $[***] each)
(c) AC Electrical Power (B):		N/A		1-2		$[***]
				3-32		$[***] (i.e. $[***] each)

PORTIONS DENOTED WITH [***] HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

				Monthly License Fee
		Non-Recurring Fees		Months during Term		Monthly License Fee
(d) Cross Connects:
Fiber		$TBD				$[***]
Coax		$[***]				$[***]
CAT5		$[***]				$[***]

6. Security Deposit		[***]
7. Payments Due to Licensor Upon Execution:		TOTAL DUE TO LICENSOR ON EXECUTION: $[***]
Pricing reflected in this document is for services ordered under this document only. Any subsequent orders will require an additional license and service addendum outlining pricing separate from this document.
TERMS OF SERVICE AGREEMENT
8. Services

				Non-Recurring		Monthly		Term of
		Scope of Service		Charge		Recurring Charge		Service
(a) MDF Services		Existing Cross Connections repriced. Company will provide Customer with cross connections on the MDF upon Customer’s request from time to time, during the term of the Agreement, at the pricing herein, subject to availability at the time of the request.		Fiber=TBD Coax=$[***] CAT5=$[***]		Fiber=$[***] Coax=$[***] CAT5=$[***]
(b) DC UPS Power Services		N/A
(c) AC UPS Power Services		Additional [***]V circuits priced at $[***]/per breakered amp
(d) Clocking Services		N/A
(e) EasyMUX Services		N/A
(f) Media Conversion Services		N/A
(g) Build-Out Services		N/A
(h) Rack and Stack Services		$[***]/Hour during business hours; $[***] Hour off business hours (pricing subject to change)
(i) Wiring Services		$[***]/Hour during business hours; $[***] Hour off business hours (pricing subject to change)

(j) Remote Hands Service $[***]/Hour during business hours; $[***] Hour off business hours (pricing subject to change)

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PORTIONS DENOTED WITH [***] HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

9. Payments Due to Company Upon Execution		TOTAL DUE TO COMPANY ON EXECUTION: $[***]
MISCELLANEOUS
10. Address of Customer for Notices and Invoices:		Liverworld, Inc. 000 Xxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000
11. Address of Licensor and Company for Notices:		CRG West, LLC 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: General Manager
		with copies to:
		The Carlyle Group 0000 Xxxxxxxxxxxx Xxx., XX Xxxxx 000 Xxxxx Xxxxxxxxxx, X.X. 00000-0000 Attention: Xxxx Xxxxx
		The Carlyle Group 0000 00xx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx
		CRG West, LLC 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxxxxxxxxx 00000 Attention: General Manager
12. Address of Licensor for Payment:		Carlyle Market Post Tower, LLC 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxxxxxxxxx 00000
13. Address of Company for Payment:		Carlyle Market Post Tower MMR, LLC 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxxxxxxxxx 00000

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PORTIONS DENOTED WITH [***] HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

LIVEWORLD, INC.

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director of Operations
Date:		10/17/05

CARLYLE MARKET POST TOWER, LLC						CARLYLE MARKET POST TOWER MMR, LLC
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx				Name:		Xxxx X. Xxxxx
Title:		Senior Vice President for CRG West, LLC, as authorized agent for Carlyle Market Post Tower, LLC				Title:		Senior Vice President for CRG West, LLC, as authorized agent for Carlyle Market Post MMR, LLC
Date:		10-24-05				Date:		10-24-05

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