SBC Affiliate Oversight Group

SBC Affiliate Oversight Group

Addendum License Agreement (Space and Assets)

SBC California to SBC Advanced Solutions, Inc.

THIS ADDENDUM LICENSE AGREEMENT (the “License”) dated as of November 1, 2003, is between PACIFIC BELL TELEPHONE COMPANY, a California corporation (“SBC California”), and SBC Advanced Solutions, Inc., a Delaware corporation and an affiliate of SBC California (“Licensee”), with reference to the following facts:

RECITALS

A. This License is intended to replace existing license agreements between the parties covering the same space and assets described herein, with the exception that the License Agreement effective April 1, 2000 covering space and assets that are the subject of Applications 99-07-020 and 02-07-039 before the California Public Utilities Commission shall not be affected by this License.

B.  SBC California owns or leases certain improved real properties (“Building(s)”) and owns certain assets, including without limitation, capital assets, expense assets, software assets, intellectual properties, and other anticipated expenditures (“Assets”);

C.  Licensee is desirous of licensing certain space and/or Assets within the Building(s), and SBC California is desirous of licensing certain space and/or Assets within the Buildings to Licensee. SBC California does not have any use or necessity for the space and/or Assets within the Building(s) that are the subject of this License.

D.  Thus, the parties seek to supplement and modify terms and conditions of the General Services Agreement Contract Number 995545, to provide for the licensing of certain space and Assets within the Building(s).

AGREEMENTS

NOW, THEREFORE, based upon the foregoing recitals and for good and valuable consideration which is hereby acknowledged and in consideration of the terms, conditions, and covenants as herein provided, the parties agree as follows:

1. License.

1.1 Space. Subject to the terms and conditions of any leases affecting the Building(s) or other applicable contracts concerning Assets (collectively, “Third Party Contracts”), SBC California licenses to Licensee the non-exclusive right to use and occupy administrative and/or central office space within the Buildings (“Space”) described in Exhibit “A”, as amended from time to time, attached hereto and incorporated by reference, together with the non-exclusive right to use all common areas and other amenities within the Building(s) used in common by other occupants of the Building(s).

1.2 Assets. SBC California licenses to Licensee described in Exhibit “B”, as amended from time to time attached hereto and incorporated by reference.

1.3 License. Notwithstanding anything contained herein to the contrary, this License shall not confer or be deemed to confer any property interest or right in SBC California’s Building(s), Space or Assets, and Licensee hereby acknowledges that the rights conferred hereunder shall constitute merely a license to use the Space and Assets solely for the purposes set forth herein.

2. Use.

2.1 Use. Subject to applicable Third Party Contracts, the Space and Assets may be used by Licensee for any purpose and design of that particular Space or Asset, subject only to restrictions of applicable Third Party Contracts.

2.2 Compliance with Laws. Licensee shall not use the Space or Assets, or any part thereof, or suffer or permit Licensee’s agents or contractors to do anything in or about the Space or with the Assets that would be in violation or breach of any applicable Third Party Contract, or any applicable law, statute, zoning restriction, ordinance, or governmental law, code, rule or regulation affecting the condition, use or occupancy of the Space. Licensee shall not commit any public or private nuisance or any other act or practice which might or would materially disturb the quiet enjoyment of any occupant of the Building(s).

3. Term.

3.1 Termination. The term (“Term”) of the License shall commence on the date shown on Exhibit A and/or B, and shall continue until terminated by either of the parties.

3.2 Revocability of License. Notwithstanding any other provision of this License to the contrary, SBC California reserves the right to terminate this License or the licensing of any Space or Asset identified on Exhibits A and/or B upon written notice to Licensee. This License and the licensing of Space and Assets identified on Exhibit A and/or B are made conditional upon the right of SBC California, either upon order of the California Public Utilities Commission or upon its own motion to commence or resume the use of such space and/or assets whenever, in the interest of its patrons or customers, it shall appear necessary or desirable to do so. SBC Advanced Solutions, Inc. may terminate this License at any time upon written notice to SBC California.

4. Fees.

4.1 Space. SBC Advanced Solutions, Inc. shall pay SBC California a license fee in accordance with all rules, decisions and regulations related to transactions between SBC California and affiliated companies (“Affiliate Transaction Rules”) as set forth in Exhibit “A”. Licensee shall pay such fees and charges in the manner required by such Affiliate Transaction Rules and practices.

4.2 Assets. SBC Advanced Solutions, Inc. shall pay SBC California a license fee in accordance with all Affiliate Transaction Rules as set forth in Exhibit “B”. Licensee shall pay such fees and charges in the manner required by such Affiliate Transaction Rules and practices.

4.3 Other Charges. All charges and other monetary obligations provided for hereunder, including without limitation, any reimbursements owed by Licensee to SBC California shall constitute a covenant by SBC Advanced Solutions, Inc. and condition of SBC California’s performance hereunder.

5. Improvements and Utilities.

5.1 Improvements. Subject to prior written approval of SBC California and the Affiliate Transaction Rules, at its sole cost and expense, SBC Advanced Solutions, Inc. shall have the right to attach, install and construct alterations and improvements to and on the Space (“Improvements”). All of SBC Advanced Solutions, Inc.’ work conducted within the Space or in connection with this License shall be performed lien free in a good workmanlike manner and in compliance with all applicable Third Party Contracts, laws, regulations, and codes. All Improvements installed shall become the property of SBC California’s upon the termination of this License or any right to use the Space where such Improvements were constructed.

5.2 Utilities and Building Services. Subject to Affiliate Transaction Rules regarding the payment of charges or reimbursement of charges and any applicable leases or contracts, unless otherwise agreed to by the parties, SBC California shall furnish utility services to the Space, maintain and repair all common areas of the Building(s), and operate, maintain and repair the Building and all Building systems (e.g. electrical, mechanical, structural, heating, ventilation and air conditioning).

6. Surrender. Upon the termination of this License or any right to use Space or Assets, SBC Advanced Solutions, Inc. shall surrender the affected Space and/or Assets to SBC California in good condition and repair, ordinary wear and tear excepted. SBC Advanced Solutions, Inc. shall repair at its expense any and all damage to the Space or Asset caused by SBC Advanced Solutions, Inc..

7. Assignment. SBC Advanced Solutions, Inc. may not transfer, convey, or assign this License or any rights contained in this License, sublicense any Space or Asset, hypothecate, or encumber any rights or licenses contained herein, or otherwise subject any Space or Asset to a lien, deed of trust, mortgage, security interest or assignment; except that SBC Advanced Solutions, Inc. may transfer, convey, sublicense, and assign any rights hereunder to any other direct or indirect subsidiary of SBC Communications Inc. subject only to the terms and conditions of applicable Third Party Contracts.

8. Repairs, Maintenance, and Operations. At its sole cost and expense, SBC Advanced Solutions, Inc. shall keep and maintain the Space in good, neat, clean and sanitary condition, including without limitation, all necessary repairs. SBC Advanced Solutions, Inc. shall maintain all Assets in good working order and condition, and shall repair and replace all Assets, as necessary, at its sole cost and expense.

9. Environmental .

9.1 Compliance with Environmental Laws. Except with the written permission of SBC California, SBC Advanced Solutions, Inc. shall not use, generate, manufacture, produce, store, release, discharge, or dispose of any Hazardous Materials (as defined below), on, under or about the Space or Building, or transport to or from the Space any Hazardous Materials (as defined below) or allow its employees, agents, or contractors, to do so except in compliance with any and all Environmental Laws (as defined below) and this License.

9.2 Environmental Laws. “Environmental Laws” mean all applicable statutes, regulations, rules, ordinances, codes relating to the protection of human health or the environment.

9.3 Hazardous Materials. “Hazardous Material” means any chemical substance: (i) the presence of which requires investigation, regulation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; (ii) which is or becomes defined as a “hazardous waste” or “hazardous substance” under any federal, state or local statute, regulation or ordinance or amendments thereto.

10. Miscellaneous.

10.1 No Third Party Beneficiaries. Nothing contained in this License is intended or shall be construed as creating or conferring any property or possessory interest in the Space or Assets, any rights, benefits or remedies upon any person or entity not a party to this License, unless otherwise expressly set forth herein.

10.2 Entire Agreement. Except as otherwise provided, this Agreement (including any associated affiliate transaction General Services agreement) embodies the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior negotiations, expressions of intent, representations, or agreements between the parties hereto, and accordingly there are no oral or written agreements existing between the parties regarding the subject matter hereof as of the date hereof which are not expressly set forth herein and covered hereby. And further, it is agreed that the provisions of this Agreement may not be altered except by a written instrument duly executed by the parties hereto.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.4 Binding on Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of each party.

10.5  Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this License as of the date first above written.

PACIFIC BELL TELEPHONE COMPANY, a California corporation

By:__Peter M. Hayes______

Title: _General Manager-Regulatory ______

Date: 12/03/03______

SBC ADVANCED SOLUTIONS, INC., a Delaware corporation

By:__Thomas Kuckelman______

Title: _Vice President-Finance (SBC Data Services, Inc.)

Date: 12/09/03______

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