SECOND LICENSE AND SERVICE PROVISIONS ADDENDUM

Exhibit 10.5.2

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

SECOND 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 that 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. Any undefined terms herein shall have the same meaning as those set forth in the Master Agreement.

TERMS OF LICENSE AGREEMENT		DESCRIPTION
1. Date:		August 10, 2005
2. Building/Data Center:		00 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000
3. Term:
3.1 Length of Term:		26 Months
3.2 Commencement Date:		9/15/05
3.3 Expiration Date:		11/14/05
4. Telecommunication Installations
4.1 Space:		One (1) 330 square foot cage (the "Space") located in Suite 1480 and known as number Z808C, as
		further set forth in Exhibit A to this Addendum. The parties acknowledge that the Space replaces
		the 220 square foot cage known as YE28 and accordingly this Second Addendum amends and supersedes
		the License and Service Provisions Addendum dated July 1, 2004.
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 pulling more than [***] 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

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

5. Customer Fees

				Monthly License Fees
		Non-Recurring Fees		Monthly during Term		Monthly License Fee
(a) Space:		N/A		1-2		$[***]
				3-26		$[***]
(b) AC Electrical Power (A):		N/A		1-2		$[***]
				3-26		$[***] (i.e. $[***] each)
(c) AC Electrical Power (B):		N/A		1-2		$[***]
				3-26		$[***] (i.e. $[***] each)
(d) Cross Connects Pricing:
Fiber		TBD				$[***]
Coax		$[***]				$[***]
CAT5		$[***]				$[***]

6. Security Deposit:		[***]
7. Payments Due to Licensor Upon 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.		TOTAL DUE TO LICENSOR ON EXECUTION: $[***]
TERMS OF LICENSE AGREEMENT
8. Services

				Non-Recurring		Monthly		Term of
		Scope of Services		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=$[***]

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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.

				Non-Recurring		Monthly		Term of
		Scope of Services		Charge		Recurring Charge		Service
(b) DC UPS Power Services		NA
(c) AC UPS Power Services		Additional 120V circuits priced at $[***]/per breakered amp.
(d) Clocking Services		NA
(e) Easy MUX Services		NA
(f) Media Conversion Services		NA
(g) Build-Out Services		NA
(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)

9. Payments Due to Company Upon Execution		TOTAL DUE TO COMPANY ON EXECUTION: $[***]
MISCELLANEOUS
10. Address of Customer for Notices and Invoices:		Liveworld, Inc.
		000 Xxxxxxx Xxxxx, Xxxxx 000
		Xxx Xxxxx, XX 00000
		Attn: Xxxxxx Xxxxxx

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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.

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

LIVEWORLD, INC.
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director of Operations
Date:		8/16/07
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 Tower MMR, LLC
Date:		8-17-05				Date:		8-17-05

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