##### 



CONFIDENTIAL TREATMENT Exhibit 10.50 LICENSE AGREEMENT between HARRISON 160, LLC, as Licensor, and Red Envelope, Inc. as Licensee dated as of May 31, 2005 [365 Main Street, San Francisco, California 94105] PROPRIETARY AND CONFIDENTIAL




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CONFIDENTIAL TREATMENT TABLE OF CONTENTS Page1.
    
    Grant of License
    
    
    12.
    
    Term
    
    
    13.
    
    Policies and Procedures
    
    
    14.
    
    Use; Hazardous Materials; Compliance with Laws; Inspection
    
    
    15.
    
    Alterations
    
    
    26.
    
    Commitment Levels
    
    
    27.
    
    Condition of License Area
    
    
    38.
    
    Fees, Billing and Payment
    
    
    39.
    
    Removal of Equipment
    
    
    310.
    
    Insurance; Indemnity
    
    
    311.
    
    Casualty and Condemnation
    
    
    412.
    
    Events of Default
    
    
    413.
    
    Remedies/Termination
    
    
    414.
    
    Assignment and Sublicensing
    
    
    415.
    
    Notice
    
    
    416.
    
    Force Majeure
    
    
    517.
    
    Advertising
    
    
    518.
    
    Governing Law
    
    
    519.
    
    Successors
    
    
    520.
    
    Severability
    
    
    521.
    
    Limitations on Liability
    
    
    522.
    
    Time of Essence
    
    
    523.
    
    Waivers
    
    
    524.
    
    Covenants and Conditions; Construction of Agreement
    
    
    525.
    
    Authority
    
    
    526.
    
    Survival
    
    
    527.
    
    Amendment
    
    
    528.
    
    Subordination; Estoppel Certificates
    
    
    529.
    
    Attorneys Fees
    
    
    530.
    
    No Real Property Interest Conveyed; No Joint Venture
    
    
    531.
    
    Entire Agreement
    
    
    5
 Exhibit A
    
    -
    
    License Area
    
    A-1Exhibit B
    
    -
    
    Policies and Procedures
    
    B-1
 -i- PROPRIETARY AND CONFIDENTIAL




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5/31/2005 Basic License Terms
    
    CONFIDENTIAL TREATMENT
 1 Parties  Data Center Operator:365 The Main Exchange, Inc.365 Main Street, San Francisco, CA 94105Contact: Kevin Shanahan
    
    415-901-5707FAX 866-487-9581Licensor:Harrison 160, LLCc/o Union Property Capital, Inc.201 California Street, Suite 1250San Francisco, CA 94111Licensor Contacts:Martin B. Dalton
    
    415-989-8846Chris Dolan
    
    415-901-5708
 Licensee: Red Envelope
149 New Montgomery Street San Francisco CA 94105 Licensee Contact:
Ed Schmults
Chief Operating Officer
 (365 MAIN LOGO)
   2 License Term  Base Term:
    
    36 MonthsEarly Access Date:
    
    July 1, 2005Commencement Date:
    
    August 01, 2005 through July 31, 2008
 *
    
    Confidential treatment has been requested for
portions of this exhibit. The copy filed herewith omits
the information subject to the confidentiality request.
Omissions are designated as [*]. A complete version of
this exhibit has been filed separately with the
Securities and Exchange Commission.
   NON-RECURRING
    
    RECURRING
    
    NON-RECURRING
    
    RECURRINGDESCRIPTION
    
    UNITS
    
    CHARGE/UNIT
    
    CHARGE/UNIT
    
    CHARGES
    
    CHARGES3 License Area Requirements2-Post Chatsworth Racks
    
    
    10
    
    
    $[*]
    
    $[*]
    
    $[*]
    
    $[*]Oversized Free Standing Devices
    
    
    5
    
    
    
    
    $[*]
    
    [*]
    
    $[*]2-Post Chatsworth Racks (Network)
    
    
    2
    
    
    $[*]
    
    $[*]
    
    $[*]
    
    $[*]4 Electrical Charges Power Billed Actual20 Amp 120v
    
    
    28
    
    
    $[*]
    
    
    
    $[*]
    
    [*]30 Amp 208v
    
    
    9
    
    
    $[*]
    
    
    
    $[*]
    
    [*]Branch Circuit Monitoring System
    
    
    37
    
    
    $[*]
    
    
    
    $[*]
    
    [*]Rack / Cabinet Grounding
    
    
    17
    
    
    $[*]
    
    
    
    $[*]
    
    [*]5 Cross Connect ChargesCAT 5E Cross-Connection
    
    
    2
    
    
    $[*]
    
    $[*]
    
    $[*]
    
    $[*]6 Additional Products and Feature ChargesHorizontal Plug Strips (20A 120v)
    
    
    24
    
    
    $[*]
    
    
    
    $[*]
    
    [*]Private Cage with Bi-Fold Doors
    
    
    1
    
    
    $[*]
    
    
    
    $[*]
    
    [*]7 Grand TotalTotal Extension of all Charges:
    
    $[*]
    
    $[*]Multi-year & Incentive Discount
    
    
    1
    
    
    -$[*]
    
    
    
    -$[*]Security Deposit:
    
    $[*]TOTAL DUE AT INCEPTION (Includes NRC, Security
Deposit & One Month MRC):
    
    $[*]TOTAL MONTHLY CHARGE:
    
    $[*]
  8
    
    Notes:Valid through May 2005. Requires License Agreement, Insurance, and payment prior to occupancy.
Licensee to pay for power consumed during early access period. As long as Licensee is not in
default, Licensor will provide Licensee with right-of-first refusal for expansion into additional
space adjacent to Licensees Licensed Area as indicated in Exhibit A, provided Licensee responds,
by executing a valid Add-On order, to Licensors notice that space is available no later than five
(5) business days following delivery of said notice at the rate of $[*] per rack per
month. 1




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CONFIDENTIAL TREATMENT 9 Commitment Levels  a)
    
    Electrical Power: Licensor shall use commercially reasonable efforts to provide electricity to
the License Area without interruption. In the event of any power outage for reasons other than
Licensee actions or omissions, Licensee shall be entitled to an abatement of one days License Fee
for each hour that delivery of electricity to the License Area is disrupted during any twenty-four
(24) hour period, provided in no event shall the License Fees be abated for a period longer than
thirty (30) days. Except as otherwise expressly provided in the previous sentence, Licensor shall
not in any way be liable or responsible to Licensee for any loss, damage or expense which Licensee
may sustain or incur as a result of the unavailability of or interruption in the supply of electric
current to the License Area or a change in the quantity or character or nature of such current and
such change, interruption or unavailability shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Licensee to any abatement or diminution of, or relieve
Licensee from any of its obligations under this License Agreement, or impose any liability upon
Licensor or its agents, by reason of inconvenience or annoyance to or interruption of Licensees
business, or otherwise.b)
    
    Environmental Control: Licensor shall use commercially reasonable efforts to maintain
conditions in the License Area as follows: (i) the relative humidity shall be maintained between
47.5% ambient and 52.5% ambient, and (ii) the temperature shall not exceed 78o Fahrenheit ambient.
In the event that Licensor shall fail to maintain conditions as described above, Licensor shall
make the necessary adjustments to obtain the conditions set forth herein within one hour of
receiving notice of such failure to maintain such conditions.c)
    
    Work Order Request: Subject to any other provisions of this Agreement which may limit or
impair the availability of the following items or place conditions on the availability of such
items, Licensor shall implement Licensees requests for the following work order items within the
time periods designated below following fully executed work order: Type of Work Order
    
    Time PeriodIncrease Electrical Capacity
    
    
    
    Qty: 1-10  Five (5) daysQty: 11- 20  Ten (10) daysQty: 21 +  agreed upon work orderInstall Cross Connects
    
    
    
    24 hours from approved work order
  Licensee shall submit a work order for any such requested change in accordance with the provisions
of this Agreement and the Policies and Procedures. If Licensor determines in its reasonable
commercial judgment that Licensor has failed to meet the work order commitment, Licensee shall
receive a credit equal to 50% of Licensors standard charge for the service with respect to which
this commitment has not been met.d)
    
    Preparation of License Area: Licensor shall use commercially reasonable efforts to make the
License Area available to Licensee in the condition required under this Agreement on or prior to
the commencement of the Term. In the event Licensor fails to do so, Licensee shall be entitled to
an abatement of one days License Fee for each day of Licensors delay in making the License Area
available to Licensee, up to a maximum of thirty (30) days; provided, however, that this provisions
with respect to preparation of the License Area shall not apply if (i) Licensee has given
Licensor incorrect or incomplete information with respect to the configuration of the License Area,
(ii) Licensee has altered or modified the requested configuration of the License Area after
submission of such information to Licensor and acceptance thereby, or (iii) Licensee has requested
that Licensor configure the License Area in accordance with specifications other than those that
are standard for the Building.e)
    
    Remote Hands: Licensor or its independent contractor shall respond to a request for Remote
Hands as described in the table below. Licensors or its independent contractors response time
in connection with such a request shall be measured from the time Licensor or its independent
contractor receives and logs Licensees request with all necessary information requested by
Licensor or its independent contractor until a representative of Licensor or its independent
contractor first calls Licensee in response to such request. In the event Licensor or its
independent contractor fails to satisfy the Remote Hands commitment, Licensee shall be entitled to
an abatement of one days License Fee for each failed occurrence. 2




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CONFIDENTIAL TREATMENT Response Table (Schedule 1) Alarm
    
    
    
    Generic
    
    NOC "Target"
    
    Field Staff "Target"Severity
    
    Description
    
    Meaning
    
    Response
    
    Response Time
    
    Response Time1
    
    Critical
    
    Site Down
    
    Immediate
    
    15 minutes
    
    15 minutes2
    
    Major
    
    Degrading Performance
    
    ASAP
    
    30 minutes
    
    15 minutes3
    
    Minor
    
    Required Maintenance
    
    Normal
    
    Next Business Day
    
    As advised by NOC
  f)
    
    Any abatement of License Fees or other credit permitted pursuant to these Basic License
Terms shall be subject to the following conditions:  1)
    
    The failure of Licensor to satisfy the applicable commitment level shall not have been caused
in whole or in part by any scheduled maintenance events, unavoidable delay, Licensee actions
or inactions, Licensee-supplied power or equipment, actions or inactions of any third party,
excluding any third party directly involved in the operation and maintenance of the Building,
but including, without limitation, Licensees end users, third party network providers,
traffic exchange points controlled by third parties, any power, equipment or services provided
by third parties, or an event of force majeure.2)
    
    Licensee must notify Licensor within five (5) business days from the time Licensee becomes
eligible to receive an abatement of License Fees or any other credit pursuant to these Basic
License Terms. Licensee shall forfeit any right to receive such an abatement of License Fees
or other credit if Licensee fails to timely notify Licensor.3)
    
    If Licensee is entitled to multiple credits or abatement of License Fees for multiple reasons
under these Basic License Terms, such credits or abatement of License Fees shall be limited to
a maximum of thirty (30) days License Fees.4)
    
    In no event shall Licensee be entitled to a credit or abatement of License Fees if Licensee
is in default under this Agreement or has otherwise failed to comply with the Policies and
Procedures. These Basic License Terms shall be binding upon Licensor and Licensee for incurred installation
costs. The monthly recurring shall not be binding until such time as the parties have agreed to
and executed a License Agreement into which this summary of Basic License Terms shall be
incorporated. LICENSEE:
    
    LICENSOR:By:/s/ Ed Schmults
    
    Harrison 160, LLC
a California limited liability companyPrint Name:Ed Schmults
    
    By:/s/ Martin DaltonAuthorized SignatoryTitle:Chief Operating Officer
    
    Print Name:Martin DaltonDate signed:5-31-05
    
    Date signed:6-27-05
 3




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CONFIDENTIAL TREATMENT License Terms and Conditions  These License Terms and Conditions together
with any schedules and exhibits attached hereto
and the immediately preceding summary of Basic
License Terms (the Basic License Terms) when
taken together comprise the License Agreement
or Agreement between 160 Harrison, LLC, a
California limited liability company
(Licensor), and the licensee identified in the
Basic License Terms (the Licensee).  1.
    
    Grant of License. Licensor hereby grants Licensee the right during
the Term of this Agreement to install, maintain
and operate computer and/or telecommunications
equipment (the Equipment) within the space
designated on Exhibit Aattached hereto (the
License Area) within the building commonly
known as 365 Main Street, San Francisco,
California 94105 (the Building). Licensor
shall not be obligated to provide any
telecommunications services or managed services
to Licensee under this Agreement. In addition,
Licensor shall have no obligation to make any
alterations, install any equipment or otherwise
prepare the License Area for use by Licensee
other than the work specifically set forth on
Exhibit Aas work to be completed by Licensor in
the License Area prior to the commencement of the
Term (the Licensor Work). Licensee
acknowledges and agrees that any services to be
provided by Licensor hereunder in connection with
the Equipment or the License Area may be
performed by an independent contractor or
contractors on behalf of Licensor.  2.
    
    Term. The term of this Agreement shall be the Base
Term shown in the Basic License Terms (the
Term), unless this Agreement is sooner
terminated in accordance with Section 13.1 below  3.
    
    Policies and Procedures. The Policies and Procedures of the Building in
effect as of the date hereof are attached hereto
as Exhibit B(the Policies and Procedures).
Licensor reserves the right, from time to time,
to adopt additional Policies and Procedures and
to amend the Policies and Procedures then in
effect, which additions and amendments shall
become effective as to Licensee upon notification
by Licensor provided such additions or amendments
do no materially diminish Licensees rights under
this Agreement. Licensor shall not be liable to
Licensee for violation of the Policies and
Procedures by any other lessee or licensee, its
employees, agents, visitors or licensees. If
there shall be any inconsistencies between this
Agreement and the Policies and Procedures, the
provisions of this Agreement shall prevail.  4.
    
    Use; Hazardous Materials; Compliance with Laws; Inspection. 4.1 Use. (a)Licensee shall use and occupy the
License Area only for the operation of the
Equipment, and for no other purpose. Licensee
shall not use or keep in the License Area any
substance defined as a hazardous material by
any Governmental Authority (as defined below)
(collectively, Hazardous Materials).
Licensees violation of this Section 4.1(a) will
be grounds for termination of this Agreement by
Licensor in Licensors sole and absolute
discretion. (b)Licensee shall not place a load upon any
area of the License Area, which load either
exceeds the floor load per square foot that such
area is designed to carry or violates Legal
Requirements. Pursuant to Building
specifications, the designated loads per square
foot are: (i) two thousand (2000) pounds with
respect to any raised floor, and (ii) two hundred
fifty (250) pounds with respect to areas other
than a raised floor. (c) Licensees Indemnification. Licensee
agrees to indemnify, defend and hold harmless
Licensor, its successors and assigns, and its and
their directors, officers, shareholders, members,
managers, employees, agents, and partners from
all costs, expenses, damages, liabilities,
claims, fines, penalties, interest, judgments,
and losses of any kind, including, without
limitation, reasonable attorneys fees and costs,
arising from or in any way related to Licensees
or
 Licensees officers, employees, contractors,
representatives, affiliates, assignees,
sublicensees, agents or invitees
(collectively, Licensees Representatives)
handling of Hazardous Materials during the Term
or violation of any of the provisions of this
Agreement pertaining to Hazardous Materials
(collectively, Environmental Losses),
including, without limitation, consequential
damages, damages for personal or bodily injury,
property damage, encumbrances, liens, costs and
expenses of investigations, monitoring, clean up,
removal or remediation of Hazardous Materials,
defense costs of any claims, good faith
settlements, attorneys and consultants fees and
costs, and losses attributable to the diminution
of value, whether or not such Environmental
Losses are contingent or otherwise, matured or
unmatured, foreseeable or unforeseeable.  4.2
    
    Licensees Compliance with Legal Requirements. (a) Definitions. Legal Requirements means all present and future
laws, rules, orders, ordinances, regulations,
statutes, requirements, codes, executive orders,
rules of common law, and any judicial
interpretations thereof, of all Governmental
Authorities, including, without limitation, the
Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.C. § 9601 et seq. and
the Resource Conservation and Recovery Act, 42
U.S.C. § 9601 et seq., and any law of like
import, any statute, rule or regulation
designating any substance as a hazardous material
or substance, and all rules, regulations and
government orders with respect thereto affecting
Licensees use of the License Area, the Building
or the maintenance, use or occupation thereof. Governmental Authority means any of the United
States of America, the State of California, the
City and County of San Francisco, any political
subdivision thereof and any agency, department,
commission, board, bureau or instrumentality of
any of the foregoing, now existing or hereafter
created, having jurisdiction over the Building or
any portion thereof or the vaults, curbs,
sidewalks, streets and areas adjacent thereto. (b) Compliance with Legal Requirements.
Licensee, at its sole expense, shall comply with
all Legal Requirements applicable to the License
Area or the use and occupancy thereof by
Licensee. Licensee shall not do or permit to be
done any act or thing upon the License Area which
will invalidate or be in conflict with Licensors
insurance policies. If, as a result of
Licensees acts or omissions, the insurance rates
for the Building shall be increased, then
Licensee shall reimburse Licensor for the amount
of any such increase upon demand by Licensor. (c) City and County of San Francisco.
Licensee shall have the sole responsibility to
secure any and all governmental approvals
relating to Licensees use of the License Area
other than permits required in connection with
any Licensor Work. Licensee shall secure such
approvals prior to execution of this Agreement
and hold Licensor harmless from any costs and
fees incurred in the process of obtaining such
approvals, and from any fines or penalties
imposed by a Governmental Authority arising from
Licensees nonconformance with Legal Requirements
(other than building permits required in
connection with any Licensor Work). 4.3 Access and Inspection. Licensor and
Licensors lender and consultants, and each of
their respective officers, agents, employees,
members or managers, shall have the right, but
not the obligation, to enter into the License
Area at any time in the case of an emergency, and
otherwise at reasonable times upon at least
twenty-four (24) hours notice to inspect the
License Area or to make such alterations,
repairs, improvements or additions to the License
Area as Licensor may deem necessary. In
addition, Licensor or Licensors agents may have
access to the License Area at any time for the
purpose of providing Remote Hands services or
other services requested by Licensee. All such
activities shall be without abatement of License
Fees or liability to Licensee.
   PROPRIETARY AND CONFIDENTIAL -1-




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CONFIDENTIAL TREATMENT  5.
    
    Alterations. 5.1The term Alterations shall mean any
modification of the License Area from and after
the commencement of the Term, whether by addition
or deletion and shall exclude any Licensor Work. 5.2Licensee shall not make any Alterations
to the License Area without Licensors prior
written consent, which may be given or withheld
in Licensors sole and absolute discretion;
provided, however, that Licensor shall not
unreasonably withhold its consent to the
installation in the License Area by Licensee of
customary cabling and trade fixtures. 5.3 Liens. Licensee shall keep the License
Area free from any liens and shall pay, when due,
all claims for labor or materials furnished or
alleged to have been furnished to or for Licensee
at or for use on or in the License Area.  6.
    
    Commitment Levels. Provided no Event of Default has occurred and is
continuing, Licensor shall provide or cause an
independent contractor to provide on behalf of
Licensor, at Licensors expense, except as
otherwise set forth herein, the following, in
accordance with the commitment levels described
in the Basic License Terms (the Commitment
Levels), as applicable: 6.1 Electricity. Licensor, subject to the
provisions of this Section 6.1, shall use
commercially reasonable efforts to make available
to Licensee, AC electric capacity at a level not
less than the level described in the Basic
License Terms (the Basic Capacity). Licensee
shall pay for electricity service based upon
usage on a monitored basis, as further described
below and in the Basic License Terms. Licensee
shall be solely responsible, at Licensees sole
cost and expense, for the installation of all
power circuits and rack grounding to the base
Building grounding grid system required in order
to deliver the Basic Capacity to the License Area
and to distribute it therein. Upon Licensors
approval of Licensees request for the
installation of electrical services to the
Licensee Area, Licensors designated electrical
contractor shall perform the tap-in to the
Buildings electrical system located at the
remote power panel. In the event that Licensee
shall require electrical capacity in excess of
the Basic Capacity, then upon request, and
subject to the availability of additional
electrical capacity in the Building, as
determined by Licensor in its reasonable
discretion, Licensor shall make additional
electric power available to Licensee. Licensee
shall pay to Licensor a one-time charge equal to
Licensors designated electrical contractors
expense to install such electrical facilities and
equipment necessary to enable Licensee to obtain
such additional electrical capacity. Licensee
shall pay Licensor, as additional License Fees,
on a monthly basis, for its consumption of
electrical energy at the License Area, which
consumption shall be deemed to include both the
electrical energy consumed by each circuit in the
License Area as well as the electrical energy
required to cool the heat generated thereby (the
License Area Consumption), as more particularly
provided herein. Licensors Electricity Cost
means the cost per kilowatt hour and cost per
kilowatt demand, adjusted by applicable rate
adjustments, to Licensor for the purchase of
electricity from the public utility or other
electricity provider furnishing electricity
service to the Building from time to time (the
Electricity Provider), including sales and
other taxes or other impositions imposed by any
Governmental Authority on Licensors purchase of
electricity. If at any time during the term the
cost elements comprising Licensors Electricity
Cost shall be increased by the Electricity
Provider, or Licensors Electricity Cost shall be
increased for any other reason, then effective as
of the date of such increase, Licensees payment
for submetered electricity under this Section 6.1
shall be proportionately increased. Licensor
reserves the right to contract with different
Electricity Providers from time to time in its
sole discretion, and without reference to whether
any Electricity Provider
selected by Licensor provides lower rates
than any other electricity supplier. Licensee
covenants that Licensees License Area
Consumption shall not at any time exceed the
capacity of any of the electrical facilities and
installations in or otherwise serving or being
used in the License Area and Licensee shall, upon
the submission by Licensor to Licensee of written
notice, promptly cease the use of any of
Licensees electrical equipment which Licensor
believes will cause Licensee to exceed such
capacity. If, within twenty-four (24) hours of
receiving such a notice from Licensor, Licensee
shall fail to reduce its License Area Consumption
to a level that complies with the terms of this
Section 6.1, Licensor shall have the right to
disconnect power to
 the applicable circuit. Any additional feeders,
risers, electrical facilities and other such
installations required for electric service to
the License Area will require approval by
Licensor and an amendment to this Agreement
executed by both parties hereto. Licensee shall be billed for electricity based
upon usage as monitored by Licensor using
readings of one or more circuit monitors to be
installed by Licensor, applied to Licensors
Electricity Cost. The cost for installation of
such circuit monitors shall be borne by Licensor
if the License Area comprises an entire
colocation area; otherwise, Licensee shall bear
such cost as set forth in the Basic License
Terms. Licensee shall pay on a monthly basis
Licensors Electricity Cost for Licensees
License Area Consumption for circuit power and
cooling, as determined hereunder as measured and
calculated by such circuit monitor or monitors
including an increase by a factor not to exceed
two (2), applied to the monitored totals to
account for cooling electricity usage. In
addition, Licensee shall pay to Licensor, as
additional License Fees (i) the fees and expenses
of Licensors electrical contractor for services
rendered based upon readings of such contractor
in the maintenance and repair of such circuit
monitor(s), and (ii) the amount of any taxes or
other impositions imposed by any Governmental
Authority related to the electricity used or
consumed by Licensee in connection with the
License Area, including Licensees costs of
cooling. 6.2 Environmental Controls. Licensor shall
use commercially reasonable efforts to provide
heating, ventilation and air conditioning
(HVAC) to the License Area twenty-four (24)
hours a day, seven (7) days a week, three hundred
sixty-five (365) days a year, through use of the
Building standard HVAC system. 6.3 Security. (a) Building Security.Licensor, or an
independent contractor on behalf of Licensor,
shall provide security services with respect to
access to the Building twenty-four (24) hours a
day, seven (7) days a week. Notwithstanding the
foregoing, Licensee acknowledges and agrees that
neither Licensors agreement to provide such
security services nor Licensors actual provision
of the same pursuant to this Agreement shall
directly or indirectly create any liability (and
Licensee hereby waives any claim based on any
such liability) on the part of Licensor to
Licensee, any persons visiting the Building, or
any other person or entity with respect to any
loss by theft, injury or loss of life, or any
other damage suffered or incurred in connection
with any entry into the Building or any other
breach of security with respect to the Building
unless such claim results from Licensors failure
to use commercially reasonable efforts to comply
with its obligations under this Section 6.3. (b) License Area Security.Licensor or an
independent contractor on behalf of Licensor,
shall provide security services with respect to
access to the License Area twenty-four (24) hours
a day, seven (7) days a week. Licensor has
installed the security measures requested by
Licensee, if any, as outlined in Exhibit A.
Licensee has provided Licensor with a Customer
Access List, as defined in the Policies and
Procedures, naming individuals to whom Licensee
has authorized Licensor to grant access to the
License Area. Licensor shall limit access to the License Area to:
(i) individuals on the Customer Access List from
time to time, (ii) Licensors employees, agents
or representatives in the event of an emergency,
and (iii) Licensors contractors responding to a
properly authorized Work Order for Remote hands
services. 6.4 Fire Detection and Suppression.
Licensor shall maintain a very early smoke
detection system and a double interlock
pre-action and detection system in the Building.
In addition, Licensor shall provide and maintain
fire extinguishers in the Building, including
clean agent extinguishers for use in mission
critical portions of the Building, as determined
by Licensor. Licensee acknowledges that it has
reviewed and approved the smoke detection and
fire suppression systems prior to the date
hereof. 6.5 Remote Hands. Licensor, or an
independent contractor on behalf of Licensor,
shall provide personnel capable of performing
certain limited maintenance services in
accordance with the Licensees written directions
(Remote Hands) on equipment belonging to
Licensee installed in the License Area, provided
that Remote Hands shall not be available beyond
the point at which a login prompt appears on
Licensees Equipment. Remote Hands shall be
available twenty-four (24) hours a day, seven (7)
days a week. Licensee shall access and utilize
Remote Hands in accordance with
   PROPRIETARY AND CONFIDENTIAL -2-




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CONFIDENTIAL TREATMENT  the Policies and Procedures. Notwithstanding
anything to the contrary contained herein, in no
event shall Licensor be responsible for the
repair, configuration, tuning or installation of
the Equipment or the License Area or any damage
or loss caused by Remote Hands, except to the
extent resulting from Licensors gross negligence
or willful misconduct.  7.
    
    Condition of License Area. Licensee understands that the License Area and
related services are provided on an AS-IS basis
(except for Licensors Work as described in
Exhibit A), and Licensor makes no warranty that
the space or such services are suitable for
Licensees intended purpose except as expressly
stated herein. Licensee acknowledges that: (a)
Licensee has made such investigations as it deems
necessary with reference to such matters and
assumes all responsibility therefor as the same
relate to its use of the License Area, and, (b)
neither Licensor, Licensors agents, nor any
broker has made any oral or written
representations or warranties with respect to
said matters other than as set forth in this
Agreement. Installation of any Equipment by
Licensee shall be deemed conclusive evidence that
Licensee accepts the same as-is and agrees that
Licensor is under no obligation to perform any
work or provide any materials to prepare the
License Area or the Building for Licensee except
for any Licensor Work. WITHOUT LIMITING THE
FOREGOING, LICENSOR MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, IN FACT OR BY OPERATION OF LAW,
STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, EXCEPT THOSE EXPRESSLY STATED HEREIN.  8.
    
    Fees, Billing and Payment. Licensee agrees to pay all fees detailed in the
Basic License Terms and any additional fees
described in this Agreement (collectively,
License Fees) when due. Upon execution of this
Agreement, Licensee will pay all amounts
designated in the Basic License Terms as being
due upon execution. After the commencement of
the Term, ongoing License Fees will be billed in
advance with payment due on the first business
day of the month to which such License Fees
relate, provided that any failure of Licensee to
timely receive a detailed billing statement shall
not affect Licensees obligation to pay such
License Fees when due.  9.
    
    Removal of Equipment. 9.1 During Term. Licensee agrees not to
remove any Equipment from the License Area except
in strict compliance with the Policies and
Procedures. 9.2 Upon Termination. Upon the expiration
or earlier termination of this Agreement,
Licensee shall promptly remove all Equipment from
the License Area and from the Building in
accordance with the Policies and Procedures. If
Licensee fails to do so with fifteen (15) days of
such termination, Licensor may treat the
Equipment as abandoned and either charge Licensee
for the removal and/or storage costs or dispose
of the Equipment in any manner that Licensor
shall elect, provided that in the case of any
sale of the Equipment by Licensor, Licensee shall
be entitled to receive the proceeds of such sale
less any amounts due and owing to Licensor under
this Agreement. Licensor has no duty to preserve
or care for any Equipment abandoned or deemed
abandoned hereunder, and Licensee hereby waives
and releases any claims it may have in connection
with any such removal, storage or sale.  10.
    
    Insurance; Indemnity. 10.1 Insurance. At all times during the
Term of this Agreement, Licensee shall maintain
and pay for (a) commercial general liability
insurance in an amount not less than $1,000,000
per occurrence, (b) workers compensation
insurance in an amount not less than that
prescribed by applicable law, (c) employers
liability insurance in an amount not less than
$1,000,000 per occurrence, (d) insurance coverage
on all of Licensees Equipment and property in
the License Area with full replacement cost
coverage and a deductible not to exceed $10,000
per occurrence, and (e) umbrella or excess
liability insurance with a combined single limit
of not less than $2,000,000 to apply over the
above mentioned policies. The policies for such
commercial general liability insurance and
umbrella or excess liability coverage shall name
Licensor as an additional insured. In addition,
all insurance policies required under this
 Section 10.1 shall (i) be non-cancelable except
upon thirty (30) days prior written notice to
Licensor, (ii) be issued by an insurer with an AM
Bests Rating of B+ or better, and (iii) be
primary in nature. Licensee shall provide
Licensor with certificates evidencing the
required coverages prior to bringing any
Equipment into the Building. If Licensee fails
to maintain the required coverages, Licensor may,
but shall not be obligated to, purchase such
coverage for Licensee, at Licensees cost.
Licensee shall insure that all of its
subcontractors and agents maintain insurance in
the amounts required in this Section 10.1. As of the date hereof, Licensor currently
maintains insurance in the following amounts:
(a) commercial general liability insurance in the
amount of $1,000,000 per occurrence, $2,000,000
general aggregate and $50,000,000 excess
umbrella; (b) all risk insurance on a replacement
cost basis, and (c) boiler/machinery insurance in
the amount of $50,000,000. Licensor reserves the
right from time to time, in its absolute and sole
discretion, to modify these limits as it deems
necessary. In no event will the Licensor provide
coverage that is less than it deems commercially
reasonable for a building of similar size and
configuration in the San Francisco South of
Market area. Licensor requires the operator of
the Building to carry a minimum of $1,000,000 in
Workmans Compensation insurance. 10.2 Waiver of Subrogation. To ensure that
the risk of loss normally insured against by each
partys insurance carrier remains the burden of
the insurance carrier and cannot be shifted over
to the other party, Licensor and Licensee have
agreed to the following waiver of subrogation.
Licensor and Licensee each release the other and
waive the entire right of recovery against the
other for loss or damage arising out of or
incident to the perils insured against, which
occur in, on or about the License Area. The
parties agree to request that their respective
property damage insurance carriers waive any
right to subrogation that such companies may have
against Licensor or Licensee, as the case may be,
so long as the insurance is not invalidated
thereby. Licensor and Licensee each agree to
take any necessary action to make this release
effective and binding upon their respective
insurance carriers so that such carriers
specifically waive any right of subrogation that
such carriers might otherwise have against either
the parties hereto or their officers, employees,
agents or representatives. 10.3 Indemnity. (a)Except for any matter resulting from
Licensors gross negligence or willful
misconduct, Licensee shall indemnify, protect,
defend and hold harmless Licensor and its agents,
partners and Lenders (as defined in Section 27
below), from and against any and all claims,
losses and/or damages, liens, judgments,
penalties, attorneys and consultants fees
and/or other liabilities (collectively, Claims)
arising out of, involving or in connection with
the use and/or occupancy of the License Area by
Licensee. If any action or proceeding is brought
against Licensor by reason of any of the
foregoing matters, Licensee shall upon notice
defend the same at Licensees expense by counsel
reasonably satisfactory to Licensor and Licensor
shall cooperate with Licensee in such defense.
Licensor need not have first paid any such claim
in order to be defended or indemnified. (b)Licensor shall have no liability or
responsibility for the content of any
communications transmitted via third party
services, and Licensee shall, indemnify, protect,
defend and hold Licensor harmless from any and
all claims (including claims by any Governmental
Authority seeking to impose penal sanctions)
related to such content or for claims by third
parties relating to Licensees use of the License
Area. Licensor does not operate or control the
information, services, opinions or other content
of third party services that may utilize
equipment in the Building or provide services
therein. Licensee agrees that it shall make no
claim whatsoever against Licensor relating to the
content of any such services or respecting any
information, product, service or software ordered
through or provided by virtue of such third party
services. (c)Except for any matter resulting from
Licensees gross negligence or willful
misconduct, Licensor shall indemnify, protect,
defend and hold harmless Licensee from and
against any and all Claims arising out of,
involving, or in connection with Licensors gross
negligence or willful misconduct in or about the
License Area or with respect to the Equipment.
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CONFIDENTIAL TREATMENT  10.4 Liability with respect to the
License Area; Limitations on Consequential
Damages. Licensor shall not be liable for injury
or damage to persons or goods or other property
of Licensee, Licensees employees, contractors,
invitees, customers, or any other person in or
about the License Area, whether such injury or
damage results from conditions arising within the
License Area, or from other sources or places,
other than damages proximately caused by reason
of Licensors gross negligence or willful
misconduct. Licensor shall not be liable for any
damages arising from any act or neglect of any
other licensee of Licensor. Notwithstanding any
other provision of this Agreement, neither
Licensor nor Licensee shall be liable to the
other party for any indirect, special,
consequential, exemplary or punitive damages
(including but not limited to damages for lost
profits, lost revenues or the cost of purchasing
replacement services) arising out the performance
or failure to perform Licensors or Licensees
obligations under this Agreement, as applicable,
however caused, on any theory of liability,
whether in an action in contract, strict
liability, tort or otherwise, and whether nor not
the party has been advised of the possibility of
such damage, provided, however, that Licensee
shall be liable to Licensor for any such damages
to the extent (i) arising under Section 4.1(c) of
this Agreement, or (ii) relating to the Building
or claims by tenants, licensees, occupants or
other users of the Building.  11.
    
    Casualty and Condemnation. In the event of material damage to, destruction
of or condemnation of the Building or the License
Area, Licensor shall have the right, in
Licensors sole discretion, to terminate this
Agreement upon notice to Licensee, and upon
delivery of such notice, Licensor shall have no
further obligations to Licensee under this
Agreement.  12.
    
    Events of Default. 12.1Each of the following shall be an
"Event of Default under this Agreement: (a)the failure of Licensee to make any
payment of License Fees with respect to any month
by the first calendar day of such month or any
other monetary payment required to be made by
Licensee hereunder when such payment is due, in
each case, where such failure continues for a
period of three (3) days after receipt of written
notice from Licensor; (b)the failure by Licensee to provide
reasonable written evidence of compliance with
Legal Requirements or any other documentation or
information which Licensor may reasonably require
of Licensee under the terms of this Agreement,
where any such failure continues for a period of
fifteen (15) days following written notice to
Licensee; (c)Licensees commencement of any case,
proceeding or other action under any existing or
future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency,
reorganization, conservatorship or relief of
debtors, seeking to have an order for relief of
debtors, seeking to have an order for relief
entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent or
Licensees admitting in writing its inability to
pay its debts as they become due; or (d)Licensees breach of any other provision
of this Agreement or any agreement referred to
herein (except those breaches described in clause
(a) of this Section 12), including without
limitation, violation of the Policies and
Procedures, if not cured within fifteen (15) days
after receipt of written notice of such breach,
provided, however, that if any such breach is not
susceptible to cure within fifteen (15) days, the
cure period shall be extended up to a maximum of
sixty (60) days so long as Licensee continues to
diligently prosecute such cure to completion. 12.2 Breach by Licensor. Except as
otherwise provided in the Basic License Terms,
Licensor shall not be deemed in breach of this
Agreement unless Licensor fails within a
reasonable time to perform an obligation required
to be performed by Licensor. For purposes of
this Section 12.2, a reasonable time shall in no
event be less than thirty (30) days after receipt
by Licensor of written notice specifying the
obligation of Licensor that has not been
performed; provided, however, that if the nature
of Licensors obligation is such that more than
thirty (30) days are reasonably required for its
performance, then Licensor shall not be in breach
if performance is
 commenced within such thirty (30) day period and
thereafter diligently pursued to completion.  13.
    
    Remedies/Termination. 13.1Upon occurrence of an Event or Default,
Licensor shall be entitled to restrict Licensees
access to the License Area, to exercise any other
remedies available to it under this Agreement and
to terminate this Agreement by notice to
Licensee. This Agreement shall terminate as of
the effective date of any such termination notice
and Licensor shall be entitled to collect damages
resulting from such termination. No remedy or
election hereunder shall be deemed exclusive but
shall, wherever possible, be cumulative with all
other remedies at law or in equity. If Licensee
files a petition under the Bankruptcy Code or
under any other similar federal or state law,
Licensee unconditionally and irrevocably agrees
that Licensor shall be entitled, and Licensee
unconditionally consents, to relief from the
automatic stay so as to allow Licensor to
exercise its rights and remedies under this
Agreement with respect to the Building or the
License Area. In such event, Licensee hereby
agrees it shall not, in any manner, oppose or
otherwise delay any motion filed by Licensor for
relief from the automatic stay. Licensors
enforcement of the rights granted herein for
relief from the automatic stay is subject to the
approval of the bankruptcy court in which the
case is then pending. 13.2 Late Charges. Licensee hereby
acknowledges that late payment by Licensee of
License Fees will cause Licensor to incur costs
not contemplated by this Agreement, the exact
amount of which will be extremely difficult to
ascertain. Such costs include, but are not
limited to, processing and accounting charges,
and late charges which may be imposed upon
Licensor by any Lender. Accordingly, if any
License Fees shall not be received by Licensor
within three (3) days after such amount shall be
due, then, upon written notice to Licensee,
Licensee shall pay to Licensor a late charge for
each such occurrence equal to ten percent (10%)
of each such overdue amount. The parties hereby
agree that such late charge represents a fair and
reasonable estimate of the costs Licensor will
incur by reason of such late payment. Acceptance
of such late charge by Licensor shall in no event
constitute a waiver of Licensees Default with
respect to such overdue amount, nor prevent the
exercise of any of the other rights and remedies
granted hereunder. 13.3 Interest. Any monetary payment due
Licensor hereunder, other than late charges, not
received by Licensor when due shall bear interest
at the lower of (i) eighteen percent (18%), or
(ii) the highest interest rate allowable by law
from the date due until paid in full. Interest
is payable in addition to the potential late
charge provided for in Section 13.2.  14.
    
    Assignment and Sublicensing. 14.1 Licensees Assignment or Sublicensing.
Licensee shall not assign, mortgage, pledge or
otherwise transfer this Agreement, in whole or in
part, nor sublicense or permit use by any party
other than Licensee of all or any part of the
License Area, without obtaining in each instance
the prior written consent of Licensor, which
consent Licensor shall not unreasonably withheld. 14.2 Licensors Assignment. If Licensor
conveys its interest in the License Area or the
Building, Licensor shall provide Licensee with
written notice of such conveyance and Licensor
shall be automatically relieved from all
liability as respects the further performance of
its covenants or obligations hereunder after the
effective date of such conveyance provided that
Licensors successor-in-interest shall have
assumed Licensors obligations under this
Agreement.  15.
    
    Notice. 15.1 Notice Requirements. All notices
required or permitted by this Agreement shall be
in writing and may be delivered in person (by
hand or by courier) or may be sent by commercial
overnight courier, or by facsimile transmission,
and shall be deemed sufficiently given if served
in a manner specified in this Section 15. Notice
may also be sent by e-mail, provided, however,
that such notice must also be sent by a method
described in the foregoing sentence and will be
deemed delivered based upon the receipt of the
facsimile, hand or commercial overnight courier
method of delivery as described in Section 15.2
below. The addresses noted in the Basic License
Terms shall be that partys address for delivery
or mailing of notices. Either
   PROPRIETARY AND CONFIDENTIAL -4-




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CONFIDENTIAL TREATMENT  party may by written notice to the other
specify a different address for notice. 15.2 Date of Notice. Notices transmitted by
facsimile transmission or similar means shall be
deemed delivered upon electronic confirmation of
receipt. Notices delivered by hand or commercial
overnight courier shall be deemed given upon
delivery. If notice is received on a Saturday,
Sunday or legal holiday, it shall be deemed
received on the next business day.  16.
    
    Force Majeure. Except for monetary obligations, neither party
shall be responsible for failure to act in
accordance with the terms of this Agreement if
such failure is due to causes beyond the partys
reasonable control, financial inability excluded,
such as earthquake, flood, acts of God, war, or
terrorist attacks, whether physical or
electronic, or failure of the internet; provided
that the party who is unable to act promptly
provides written notice detailing the problem and
further provided that such party uses
commercially reasonable efforts to overcome such
delay.  17.
    
    Advertising. Licensee consents to the disclosure and use
of Licensees name and status as a Licensee in
the Building in any advertising or marketing
materials or efforts of Licensee.  18.
    
    Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California.  19.
    
    Successors. This Agreement shall inure to the benefit of and
be binding on the parties, and their heirs,
successors, assigns and legal representatives,
but nothing contained in this Section 19 shall be
construed to permit an assignment or other
transfer except as provided in Section 14.  20.
    
    Severability. The invalidity of any provision of this
Agreement, as determined by a court of competent
jurisdiction, shall in no way affect the validity
of any other provision hereof.  21.
    
    Limitations on Liability. The obligations of Licensor under this Agreement
shall not constitute personal obligations of
Licensor, the individual partners, managers or
members of Licensor or its or their individual
partners, directors, officers, employees,
members, investors or shareholders, and Licensee
shall look to the License Area and the Building,
and to no other assets of Licensor, for the
satisfaction of any liability of Licensor with
respect to this Agreement, and shall not seek
recourse against Licensor or the individual
partners or members of Licensor, or its or their
individual partners, directors, officers,
members, investors or shareholders, or any of
their personal assets for such satisfaction.  22.
    
    Time of Essence. Time is of the essence with respect to the
performance of all obligations to be performed or
observed by the parties under this Agreement.
Unless otherwise specifically indicated to the
contrary, the word days as used in this Agreement shall
mean and refer to calendar days.  23.
    
    Waivers. No waiver by Licensor of any Event of Default
hereunder by Licensee shall be deemed a waiver of
any other term, covenant or condition hereof, or
of any subsequent Event of Default by Licensee of
the same or of any other term, covenant or
condition hereof.  24.
    
    Covenants and Conditions; Construction of Agreement. All provisions of this Agreement to be observed
or performed by Licensee are both covenants and
conditions. In construing this Agreement, all
headings and titles are for the convenience of
the parties only and shall not be considered a
part of this Agreement. Whenever required by the
context, the singular shall include the
 plural and vice versa. This Agreement shall not
be construed as if prepared by one of the
parties, but rather according to its fair meaning
as a whole, as if both parties had prepared it.  25.
    
    Authority. If either party hereto is a corporation, trust,
limited liability company, partnership, or
similar entity, each individual executing this
Agreement on behalf of such entity represents and
warrants that he or she is duly authorized to
execute and deliver this Agreement on its behalf.  26.
    
    Survival. Sections 4.1(a) (Use), 9 (Removal of Equipment),
10.3 (Indemnity), 10.4 (Liability with respect to
the License Area; Limitations on Consequential
Damages) and 29 (Attorneys Fees) shall survive
the expiration or earlier termination of the
Agreement.  27.
    
    Amendment. The Agreement may be changed only by a written
agreement signed by both parties. As long as
they do not materially change Licensees
obligations hereunder, Licensee agrees to make
such reasonable non-monetary modifications to
this Agreement as may be reasonably required by a
lender in connection with the obtaining of normal
financing or refinancing of the Building
(Lender).  28.
    
    Subordination; Estoppel Certificates. This Agreement shall be subject and subordinate
to any ground lease, mortgage, deed of trust or
other hypothecation or security device now or
hereafter placed upon the License Area or the
Building (collectively, Security Device), to
any and all advances made on the security thereof
and to all renewals, modifications, and
extensions thereof. Licensee agrees that the
holders of any such Security Devices shall have
no liability or obligation to perform any of the
obligations of Licensor under this License. Any
Lender who succeeds to the interests of Licensor
hereunder shall have the option to either
terminate this Agreement upon notice to Licensee
or to maintain this Agreement in full force and
effect, in the sole discretion of such Lender.
The agreements in this Section 28 shall be
effective without the execution of any further
documents; provided, however, that upon written
request from Licensor or Lender in connection
with a sale, financing or refinancing of the
Building, Licensee and Licensor shall execute
such further writings as may be reasonably
required to separately document any subordination
provided for herein. In
addition, Licensee shall, within ten (10) days
after the written notice from Licensor, execute,
acknowledge and deliver to Licensor an estoppel
certificate in the form requested by Licensor or
any Lender, together with any additional
information, confirmation and/or statements
reasonably requested by Licensor.  29.
    
    Attorneys Fees. If either party commences an action or
arbitration against the other party arising out
of or concerning this Agreement, the prevailing
party in such litigation or arbitration shall be
entitled to reasonable attorneys fees and costs
in addition to such relief as may be awarded.  30.
    
    No Real Property Interest Conveyed; No Joint Venture. Licensees interest is as a licensee; with such
license revocable upon an Event of Default.
Nothing in this Agreement grants Licensee an
easement, leasehold, or other property or
ownership right in the License Area or the
Building or creates a partnership or joint
venture between Licensor and Licensee. Licensee
acknowledges and agrees that this agreement does
not comprise a leasehold or any other interest in
real estate involving the Building, the License
Area or otherwise. Except as expressly provided
herein, nothing in this Agreement shall be
construed to limit Licensors right to maintain
and operate the Building and the License Area in
its sole discretion.  31.
    
    Entire Agreement. This Agreement, consisting of the Basic License
Terms and the Exhibits attached hereto, contains
the entire agreement between the parties
regarding the subject matter hereof, and there
are no verbal or other agreements which modify or
affect this Agreement. The Agreement supersedes
all prior discussions and agreements made
by or on behalf of Licensor and Licensee
regarding the subject matter hereof.
   PROPRIETARY AND CONFIDENTIAL -5-




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CONFIDENTIAL TREATMENT IN WITNESS WHEREOF, the parties hereto have executed this Agreement as this 31 day of May, 2005. LICENSEE:
    
    LICENSOR:Red Envelope, Inc.,
    
    HARRISON 160, LLC,a
    
    
    
    a California limited liability companyBy:
    
    /s/ Ed Schmults
    
    By:
    
    /s/ Martin DaltonPrint Name: Ed Schmults
    
    Authorized SignatoryTitle: Chief Operating Officer
 PROPRIETARY AND CONFIDENTIAL -6-




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CONFIDENTIAL TREATMENT Exhibit A License Area License Area to provided as a supplement to this agreement and will depict the actual
deployment and First-Right-of-Refusal space. PROPRIETARY AND CONFIDENTIAL A-1




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CONFIDENTIAL TREATMENT Exhibit B Policies and Procedures  1.
    
    The License Area is to be used by Licensee
solely for lawful purposes in accordance
with these Policies and Procedures and the
other terms and conditions of the License
Agreement.2.
    
    Licensee Access  Licensee shall designate
in writing, up to three primary contacts
(each a Primary Contact) having
authorization to add/remove Licensee
representatives from Licensees Customer
Access List (CAL). Primary Contacts will
be provided with a login account to manage
Licensees Customer Access List. Only
individuals whose names appear on the CAL
(each, an Authorized Licensee Rep) will be
granted access to or permitted to submit work
orders or requests to Licensor relating to
the License Area or the Building. It is the
responsibility of Licensee to manage the CAL
and inform security personnel of Licensor of
any change of status of any Authorized
Licensee Rep.3.
    
    Licensee acknowledges that the security and
access provisions employed by Licensor or an
independent contractor on behalf of Licensor
shall not be construed as Licensors
acceptance of responsibility or liability or
the security of persons or property within
the Building or the License Area. Licensor
does not guaranty the security of Licensees
property or Equipment. Licensor may require
access to the License Area in order to
install or maintain infrastructure systems
to support the Building and the Building
systems.4.
    
    The Primary Contact is responsible for
adding Authorized Licensee Reps to the CAL
in advance of their visit to the Building.
A temporary access card (valid through the
next calendar day) will be issued when an
Authorized Licensee Rep surrenders his or
her valid government-issued photo ID in
exchange for such temporary access card
(Badge Exchange Program). Individuals who
cannot provide a valid government-issued
photo ID or do not wish to relinquish such
form of identification will not be permitted
access to the Building or the License Area.
If exchanged for a temporary access card,
the photo ID of the authorized entrant will
be held at security for the duration of the
visit. All entrants to the Building (other
than Licensors Representatives) are
required to participate in the Badge
Exchange Program. Any visitor to the
Building and the License Area whose name
does not appear on CAL must be accompanied
at all times by an Authorized Licensee Rep.
All issued identification must be worn at
all times while in the Building. Any access
card may be used only by the individual to
whom it has been issued for obtaining access
to the Building and the License Area.
Access cards may not be loaned or exchanged
between individuals for any reason. Abuse
or misuse of access cards may result in
removal from the Building and denial of
future access. Except as provided in this
Paragraph 4, at no time shall Licensee or
any Authorized Licensee Rep grant access to
the Building or the License Area to anyone.5.
    
    All authorized individuals must register
their entry by participating in the Badge
Exchange Program and presenting their access
card to the card reader controlling data
center access doors. Licensor
Representatives who have been issued
permanent Licensor photo ID access cards
must register their entry by presenting
their access card to Security for
authentication and presenting their
temporary access card to the card reader
controlling data center access doors.
Visitors will be provided a Visitor access card that is
inactive and will require an Authorized
Licensee Rep escort at all times while in the Building.6.
    
    Licensee shall cooperate in maintaining the
security of the Building and the License
Area by restricting access to authorized
personnel and complying with all security
policies of Licensor.7.
    
    Licensee, Authorized Licensee Reps,
authorized visitors and guests shall not
obstruct corridors, halls, stairways,
sidewalks, building entrance ramps, or site
driveways at any time. Corridors, halls,
stairways, sidewalks, building entrance ramps
 and site driveways shall be used for egress
and ingress only. There shall be no
congregating in hallways.8.
    
    Parking  Only Licensee and Licensees
Representatives may access the Building
parking area. Parking is permitted on a
first come first serve basis while
conducting business in the Building only.
For safety purposes, over-sized vehicles,
motorcycles and other two-wheeled devices
are prohibited from parking in the garage.
Licensee vendors and/or contractors may not
have access to the parking garage unless
otherwise approved by Licensor. Licensee
and its employees shall not allow any
unauthorized persons to have access to the
parking garage. Licensee and Licensees
Representatives shall park in the designated
parking spaces. Any vehicles parked outside
the designated areas will be subject to
removal from parking garage at owners
expense.9.
    
    Licensee is responsible for installation of
its own Equipment. All of the Equipment
must fit inside the License Area. All
Equipment must be UL approved. All cabling
used by Licensee must meet national
electrical and fire standards. All cables
must be clearly labeled. Licensee shall not
place or leave any Equipment or other items
outside the License Area without the express
written consent of Licensor.10.
    
    Licensee shall maintain the License Area in a
neat and orderly manner and shall promptly remove
all trash, packing materials, boxes, etc. that
Licensee has brought or had delivered to the
Building.11.
    
    Upon the expiration or earlier termination of
Licensees License Agreement, Licensee shall
remove all Equipment from the License Area and
shall repair, or reimburse Licensor for the
reasonable costs to repair any damage caused by
Licensee during the course of any such removal.12.
    
    The following items are banned from the
Building, and Licensee agrees not to bring these
items into the Building or the License Area:
alcohol, cameras, controlled substances,
explosives, flammable liquids, gases or
chemicals, tape recorders, chemical agents,
weapons of any kind, wet cell batteries and all
similar equipment and materials. There is no
smoking permitted in the Building. There is also
no smoking permitted in front of the Building
front entrance. There will be a designated
smoking area adjacent to the loading dock. No
food or drink will be allowed in the License
Area.13.
    
    Licensee shall maintain and operate the
Equipment in a safe manner, so as to avoid
interference, physical or electronic, with other
occupants of the Building and their equipment.
Licensee shall not disrupt, adversely affect or
interfere, physically or electronically, with
other licensees of space in the Building or with
any other licensees use and enjoyment of such licensees license area
within the Building or the common areas of the
Building.14.
    
    Any interference, physical or electronic,
caused to the equipment of other licensees of the
Building by the installation, operation,
maintenance replacement or repair of Licensees
Equipment shall result in the immediate
disconnection and removal of such Equipment by
Licensor, at Licensees sole risk, cost and
expense. Licensor reserves the right to take
other reasonable actions to prevent such
interference.15.
    
    Relocation of License Area. Licensor may, in
Licensors reasonable discretion and at
Licensors expense, change the location or the
configuration of the License Area or other space
within the Building. Licensor and Licensee shall
cooperate in good faith to minimize any
disruption in Licensees operations that might be
caused by such changes in location or
configuration of the License Area.16
    
    Work Orders  Licensee will be required to
send an e-mail request to
service@365main.com in connection with any
proposed changes to Licensees use or
configuration of the License Area. Upon
submission of a work order request, Licensor
will evaluate the request and return a
written estimate
   PROPRIETARY AND CONFIDENTIAL B-1




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##### 



CONFIDENTIAL TREATMENT  and schedule for the work. All work
orders requiring changes to the existing
License Agreement will require an Amendment
to the License Agreement to be approved by
Licensee and executed by Licensee and
Licensor prior to any work being performed in
the License Area.17.
    
    Remote Hands (Data Center Technicians) -
Licensee shall access Remote Hands by contacting
the Licensors Help Desk. All written
instructions shall be submitted along with the
ticket.18.
    
    Help Desk Call In - Licensor shall provide a
Help Desk phone number for Licensee. The Help
Desk will create a ticket that will be sent via
e-mail to Licensee and to the Data Center
Technician on site. The Help Desk will monitor
the ticket and notify Licensee when the ticket
item is closed or escalate to the appropriate
level based on escalation procedures.19.
    
    Shipping and receiving - It is the
Licensees responsibility to notify Licensor of
the impending receipt of any shipments addressed
to Licensee. Licensor, or an independent
contractor on behalf of Licensor, will receive
Licensee supplied equipment for a limited period
of time and store it in a secure environment.
Licensor, or an independent contractor on behalf
of Licensor, will only release a shipment to an
Authorized Licensee Rep upon obtaining an
authorized signature and verifying identity.
Security personnel use commercially reasonable
efforts to monitor incoming and outgoing packages
to ensure that goods entering and leaving the
premises are accompanied by duly completed
documentation. Once Licensor has released a
shipment to Licensee, Licensor is no longer
responsible for tracking the shipment and it
becomes Licensees responsibility. All shipments
must be provided to Licensor or an independent
contractor designated by Licensor ready-to-ship,
but unsealed for inspection and verification of
the Equipment Removal Form. Once the Licensor
has released a shipment to Licensees approved
carrier, Licensor shall have no further
responsibility for the shipment of the tracking
of the shipment, and all liability and
responsibility thereafter shall be Licensees.20.
    
    No Equipment will be permitted to be removed
from the Building without the submission of a
duly completed Equipment Removal Form.21.
    
    No work will be done below the raised floor
area without the prior written approval of
Licensor.22.
    
    No exposed cables shall be installed under raised flooring.23.
    
    Licensee shall not inscribe, paint or affix
advertisements, identifying signs or other
notices on any part of the corridors, doors,
public areas, common areas or the License Area or
any portion thereof without prior approval of
Licensor.24.
    
    Licensee shall be allowed full use of
provided common areas of the Building (bathrooms,
coffee station, hallways, etc.). Licensee and
Licensees Representatives shall not conduct
activities in common areas that interfere with
the activities of other licensees of the Building
or Licensor. Licensee should make a concerted
effort to keep all such areas clean and neat at
all times. Licensee and Licensees
Representatives shall only use the common areas
of the Building for their designated purposes.25.
    
    Failure by Licensee or Licensees
Representatives to materially comply with the
Policies and Procedures in effect from time to
time may result in (a) removal of Licensee or any
Licensee Representative from the Building, (b)
restriction of Licensees access to the Building,
(c) impositions of additional charges, and/or
(c) termination of the License Agreement.26.
    
    The License Agreement constitutes proprietary
and confidential information of Licensor.
Licensee shall not disclose the content or form
of the License Agreement to any third party
except its employees, agents, or professional
advisors without Licensors prior written consent
except as required by law.27.
    
    Licensor reserves the right, in Licensors
sole discretion, to amend these Policies and
Procedures at any time. Licensee acknowledges
that the Policies and Procedures are subject to
change from time to time. Licensor shall provide
to Licensee
 written notice of any such additions or
amendments to the Policies and Procedures.
   PROPRIETARY AND CONFIDENTIAL B-2