RENEWAL TO TELECOMMUNICATIONS FACILITIESLICENSE AGREEMENT

THIS AMENDMENT made this 1 st day of April, 2003

BETWEEN:

593308 ALBERTA L TO.

(the "Licensor")OF THE FIRST PART

AND:

TELUS COMMUNICATIONS INC.

(the "Licensee")OF THE SECOND PART

WHEREAS:

A. By a License Agreement dated November 1, 1999 (the "License"), Petro-Canada leased the Licensee, certain premises (the "Premises") in thebuilding located at 101 -6th Avenue S.W., Calgary, Alberta (the

"Building");

B. Petro-Canada assigned its interest in the License Agreement in thebuilding to the Licensor effective March 31, 2000;

c TELUS Services Inc. assigned its interest in the License Agreement in thebuilding to the Licensee;

D. By a Renewal to Telecommunications Facilities License Agreement datedApril 1, 2001, the Licensee renewed the License for a further term of one(1) year upon the same terms and conditions; and

E.

By a second Renewal to Telecommunications Facilities LicenseAgreement dated April 1, 2002, the Licensee renewed the License for afurther term of one (1) year upon the same terms and conditions.

AND WHEREAS the Licensee wishes to renew the License for a further term offive (5) years upon the same terms and conditions.

;;z-5~~

IN CONSIDERATION of the rents paid by the Licensee to the Licensor and onthe same terms and conditions contained in the License, the parties agree asfollows:

1 Premises: POP Room in Parkade.

2. Term: five (5) years.

3 Commencement Date: April 1, 2003

4 Expiry: March 31, 2008

5.

Rent: Gross rent of $6,000.00 plus G.S.T. per year, $500.00 plusG.S.T. per month.

6.

Option to Renew: An additional five (5) year term at a Gross rent to beagreed upon between the Licensor and Licensee.

IN WITNESS THEREOF Licensor and Licensee have hereunto executed thisRenewal of License Agreement.

593308 ALBERTA L TO

P e r:, ~..., 1-Z~~~;~~::-.-

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TELECOMMUNICA nONS F AC~S UCENSE AGREEMENT

THIS License Agreement ("License") made effective this 1st day of November, 1999

BETWEEN:

PETRO-CANADA, a body corporate with an office located at, 150 -6th Avenue S. W., Calgary, Alberta,

(hereinafter called "Licensor")

-and-

TELUS SERVICES INC., a body corporate, with an office located atEdmonton. Alberta,

(hereinafter called "Licensee")

WHEREAS pursuant to a lease made as of the 19th day of March, 1982 (the "Head Lease"),originally between 111196 Holdings Ltd., as landlord, and Licensor, as tenant, with theLandlord's interest subsequently transferred to 115438 Canada Ltd., and then furthertransferred to 593308 Alberta Ltd. (the "Head Landlord"), Licensor is the holder of aleasehold interest in all of the building municipally described as 101 -6th Avenue S. W.,situated in Calgary, Alberta and known as the "Hanover Building" (the "Building");

AND WHEREAS Licensee has requested Licensor's and Head Landlord's pennission toinstall, operate and maintain, in those specific areas within the Building as hereinafter defined,T elecomrnunication Facilities;

AND WHEREAS Licensor and Licensee agree that nothing in this Agreement will beconstrued as applying to the supply of Basic Services.

NOW THEREFORE IN CONSmERAllON OF the covenants, terms, conditions andagreements contained herein, Licensor and Licensee agree as follows:

SCHED ULES1.

The following schedules are attached hereto and by this reference are incorporatedherein:

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Schedule "A":Schedule "B":Schedule "C"Schedule "D"

Authorized T elecomrnunications FacilitiesPoint Of Presence Room (pOP room)Raceway a.i1d Cable Routing PlanTelecommunications Services

Diagrams on Schedules "B" and "c" are general representations only and the parties to thisAgreement may be revise and update the Schedules from time to time.

The parties may amend or replace Schedule "D" from time to time, provided any suchamendment shall be signed by the parties.

In case of a conflict between the main body of this License and the Schedules, the tenns inthe main body of this License shall prevail.

2. DEFINITIONS

In this License:

(a) "25 kva Room" means the room where the Municipal Duct terminates, asshown on Schedule "c" hereto;

(b) "Approved Plans" means the Licensee's plans and specifications, prepared inaccordance with Licensor's Design Criteria, and approved by Licensor, prior toinstallation, in accordance with Subsection 9(b) hereto;

( c) "Cable" means optical fibers, coaxial, twisted pair, or copper used for thetransmission of telecommunication signals. All materials must be reasonablyapproved by Licensor, pursuant to the terms of this License, as may be necessary forthe uses set out in Article 7 hereto;

(d) "Demarcation" means the location where Licensee's Cable tenninates andLicensee's customers' Cable begins, as further shown on Schedule "B" hereto;

(e) "Design Criteria" means the criteria set out from time to time by Licensor orHead Landlord, detailing the manner in which projects are to be designed andundertaken in the Building;

(f) "Main Distribution Frame(s)" or "MDF(s)" means the base building verticalcopper twisted pair Demarcation point( s) located in either of the Main DistributionFrame Rooms, the use of which is shared by all occupants, licensees and tenants ofthe Building who are authorized to do so by Licensor;

(g) "Main Distribution Frame Room(s)" or ":MDF Room(s)" means the room(s)within which the Main Distribution Frame(s) is/are located, also known as theBuilding telephone room and as shown on Schedules "B" and "C";

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(h) "Municipal Duct" means the pathway which originates outside Licensor'sproperty line and proceeds through the building penetration point through the 25KV A Room to the City of Calgary's demarcation point as shown on Schedules "B"and "C", which provides the right-of-way through which the main electrical feed andsome fiber optic telecommunication feeds access and egress the Building;

(i) "Point of Presence room" or "POP room" means the room within the Buildingwhere Licensee is authorized to house its Telecommunications Equipment, as shownon Schedule "B", or such other POP room as Licensor has licensed to third partiesunder separate license agreements;

(j) "Raceways" means conduit, cable tray or other mechanisms used to connectPOP Rooms, Riser Rooms, the MDF Room, the Municipal Duct and/or theTelephone Company Duct and through which Cable is routed between Demarcationpoints, as shown on Schedules "B" and "C". Some of the specific Raceways are asfollows:

(i) "Shared Vertical Raceway" means the pathways installed by Licensorthrough which Licensor will. in certain cases and from time to time. permitCable to be installed between the VRDP and the Riser Room of the floor towhich a tenant or occupant of the Building requires delivery ofTelecommunications Services;

(ii) "VRDPIPOP Room Raceway" means any pathway assigned toLicensee under the terms of this License, which connects Licensee's POPRoom to a Vertical Riser Distribution Point;

(iii) "Municipal Duct/POP Room Raceway" means the pathway betweenLicensee's POP Room and the Municipal Duct in the 25 KV A Room;

(iv) "Telephone Company DuctIPOP Room Raceway" means the pathwaybetween Licensee's POP Room and the Telephone Company Duct systems;

(v) "POP Room/POP Room Raceway" means any pathway connectinganyone POP Room to another;

(vi) "MDFIPOP Room Raceway" means any pathway connecting a POPRoom to the ~F Room(s).

(k) "Riser Room(s)" mean those rooms located on each floor of the Buildingthrough which the Shared Vertical Raceway, Cable and electrical power supply run;

(1) "Telecommunications Equipment" means the patch panels, patch cables,connectors and electrically powered devices, interfaces and components and theirassociated mounting frames or housings used in the normal course of Licensee'sbusiness, provided and installed by Licensee pursuant to the terms of this License;

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(m) "Telecommunications Facilities" means the Raceways, Cables, sleeves,conduits, Point of Presence rooms, Riser Rooms, MDF Room(s), patch panels,cross connects, connectors, junction boxes, pull boxes, grounding wires,electronic devices, backup power equipment, interfaces, TelecommunicationsEquipment and related equipment and components, all as further set forth inSchedule "A", and used to provide the Telecommunications Services;

(n) "Telecommunications Services" means the provisioning, delivery, saleand or resale of the transmission, emission or reception of signals, writing,images, sounds or intelligence of any nature by wire, visual, cable, optical or fibreoptic as more specifically set forth in Schedule "D" hereto, excluding BasicServices;

(0) "Telephone Company Duct" means the pathway which originates outsideLicensor's property line and proceeds through the Building penetration point tothe MDF room as shown on Schedules "B" and "c" hereto;

(P) "Vertical Raceway Distribution Point" or "VRDP" means the locationwhere the Shared Vertical Raceway running up through the Riser Roomsconnects with either (i) the VRDP/Pop Room Raceway assigned toLicensee or (ii) Licensee's junction box or patch panel, all as shown on theSchedule "C".

(q) "Basic Services" means twisted pair of copper wire used to provide basictelephone services to the Building.

APPOINTMENT OF LICENSOR'S AGENT3.

From time to time during the term of this License, Licensor may appoint an agentor agents to administer and manage the Telecommunication Facilities and servicesin the Building. In such case, "Licensor", when used in this License, shall meanLicensor or Licensor's agent.

TERM4.

The term of this License shall commence on December 1, 1999, (the"Commencement Date") and subject to earlier termination pursuant to theprovisions hereof, shall continue until March 31,2001 (the "Term").

The Licensee, upon six (6) months written notice prior to the expiration of theTerm, shall have the option to renew this License for a further term of one (1)year less one (1) day (the "Renewal Term") upon the same terms and conditions,save and except the renewal of the License Fee as set forth in Section 5 of thisagreement and this option to renew ("Renewal Option")

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5.

LICENSE FEE

(a) Licensee shall pay to Licensor, during the Tenn hereof, without anydeduction, abatement or set-off whatsoever, a license fee (the "License Fee")being:

(i) $4,800.00 per annum, payable in equal monthly instalments.

Any non-payment of the License Fee shall entitle Licensor to exercise all rightsand remedies as are herein provided for. Licensee agrees to pay such License Feeto Licensor at the address specified in Article 21 on or before the first day of eachcalendar month during the Term hereof, without demand. Notwithstanding theforegoing, the first monthly instalment of the License Fee shall be due and owingDecember 1, 1999.

(b) In the event the Licensee exercises its Renewal Option, the License Feefor the Renewal Term shall be the market rate for fees charged by office buildingsin the City of Calgary for license rights to install similar TelecommunicationsServices, Facilities, and Equipment, and in any event shall not be less than theLicense Fee paid in the immediately preceding Term.

(c) In the event the parties cannot agree to the appropriate License Fee for theRenewal Term, either party may serve the other party with notice to mediate byappointment of a neutral third party (the "Neutral). If the parties are unable toagree to a Neutral, the President of the Alberta Arbitration and Mediation societywill be asked to make such an appointment. Within ten (10) days of suchappointment, each party will submit to the other its suggested annual fee,supported by its independent market research. Within five (5) days of suchexchange of information, the parties will convene for one half day with theNeutral, and each will have the opportunity to present its material. The Neutralmust reach a decision based on the submissions by the parties hereto, within two(2) days of such presentation, and such decision will be binding upon the parties.Each party shall cover its own costs with respect to such mediation, and shallequally share the costs of the Neutral.

Cd) In addition to the License Fee, Licensee shall pay Licensor if, and whendue, any sales, use, value added or other taxes or assessments, municipal,provincial or federal, which are assessed or due by reason of this License orLicensee's use of the Building hereunder.

6. GRANT OF LICENSE

(a) Subject to and upon the terms herein set forth, Licensor hereby grants anon-exclusive License to Licensee, to use the Telecommunications Facilitiesspecified on Schedules "A", "B" and "C" hereto for the purpose of constructing,installing, operating, repairing, maintaining and removing TelecommunicationFacilities and providing Telecommunications Services within the limits specifiedhereto, all at Licensee's sole risk and expense.

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(b) Licensor hereby reserves the right to grant, renew or extend similar licenses toothers. F or greater certainty, Licensee acknowledges that Licensor may, at its solediscretion, authorize other licensees and tenants of the Building to use portions of theTelecommunications Facilities. Notwithstanding the foregoing, such use will notinclude the Licensee's POP Room, Telecommunications Equipment, Cable, MunicipalDuctJPOP Room Raceway or Telephone Company DuctJPOP Room Raceway.

(c) Licensee shall not install Telecommunications Equipment, or any othertelecommunications equipment supplied by occupants of the Building, in any area ofthe Building, unless Licensor grants its prior written consent for such installation. Inthe event Licensee installs, or allows any third party to install such equipment withoutthe required consent, Licensor may, without notice or compensation to Licensee orsuch third party, require the immediate removal of same, at Licensee's sole cost.

(d) This License shall not constitute nor be interpreted to be either a partnershipagreement, employment agreement or joint venture made between the parties.

( e) Licensee acknowledges that, unless otherwise authorized to do so in Schedule"A" hereto, nothing in this License entitles Licensee to enter and connect itsTelecommunication Facilities to any premises in the Building.

(t) Licensee is expressly forbidden to serve other properties from this locationwithout the express written permission of Licensor, such consent not to 3Y--"unreasonaoly withheld or delayed.

Notwithstanding the foregoing, Licensor and Licensee acknowledge that the iLPOP room is part of the Licensee's Telecommunications services ring which is ~ .serviced by a central hub which is the Licensee's network operating centre currentlylocated in the Len Werry Building.

(g) Licensee shall not provide Telecommunication Services to other tenants in theBuilding or connect its Telecommunication Facilities to any premises within theBuilding without the prior written approval of Licensor, such consent not to beunreasonably withheld or delayed, and Licensor approving detailed engineeringdrawings and specifications as provided for in Section 9 (b).

7 USE

(a) Notwithstanding any tenn herein to the contrary, Licensee acknowledges andagrees that the installation of the Telecommunication Facilities, and the granting ofthe License hereunder, is for the sole purpose of allowing Licensee to provideTelecommunication Services as specified on Schedule "D". Nothing herein should beconstrued as permitting Licensee to use the Telecommunication Facilities for apurpose not specifically described in Schedule "D". The Licensor and the Licenseemay agree to amend or replace Schedule "D" from time to time during the tenn ofthis Agreement.

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(b) The installation and use of radio frequency transmission equipment in theTelecommunications Facilities (other than the occasional use of common cellulartelephones by Licensee's employees or agents during installation, maintenance orrepair) is strictly prohibited under this License.

(c) Licensee agrees not to use or pennit the use of the TelecommunicationsFacilities for any purpose which is illegal, dangerous to life, limb or property orwhich, in Licensor's reasonable opinion, creates a nuisance or which would increasethe cost of insurance coverage with respect to the Building.

(d) In no event shall Licensee do anything, under the terms of this License, whichwould affect the operation, aesthetics or structure of the Building, or impair,interrupt, or interfere with the Building's electrical power distribution or in any wayreduce the efficiency of existing telecommunication or utility services supplied toother occupants of the Building, in the opinion of Licensor acting reasonably.

(e) At Licensor's request, Licensee shall install a separate meter at its sole cost tomonitor electrical consumptio~ if any, by Licensee. Licensee shall pay for suchmetered electrical consumption upon demand based on written invoices fromLicensor. Licensee agrees that it will pay for all utilities consumed in its operationshereunder, that it will make no connection to any utilities without the express writtenapproval of Licensor, and that all costs related to the connection to such utilities shallbe solely for Licensee's account (including all engineering costs incurred by Licensorfor the purposes of determining the feasibility or advisability of making such

connections).

PROVISION OF POP ROOM8.

(a) Subject to the other provisions hereof, Licensor shall provide access and useto the Licensee of floor space in the Building, in the location designated as the "POProom" as specified on Schedule "B" attached hereto. The POP room will be used byLicensee for the purposes set forth in Section 6 above and within the limits specifiedon Schedules "A" and "D".

(b) Licensee shall have the right to locate Telecommunications Equipment in thePOP room assigned to Licensee and Licensee shall have the right to use such assignedPOP room and assigned Raceways to provide Telecommunications Services, withinthe limitations specified on the Schedules hereto.

( c) Licensee shall have the right, only with Licensor's prior written approval,(such approval not to be unreasonably withheld) to install or upgrade equipmentowned or supplied or provided by a tenant or occupant of the Building, withinLicensee's assigned POP room, for the sole purpose of providing TelecommunicationServices to such tenant or occupant. Notwithstanding the foregoing, all equipment soinstalled or upgraded is subject to the provisions set out in Schedule "D".

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(d) Installation of Telecommunications Equipment in the assigned POP roomand/or installation of Cable in any Raceway shall constitute the acknowledgement andagreement that Licensee has inspected the POP room and Raceways and otherrelevant parts of the Telecommunications Facilities (including any and all roomswhich the Raceway may pass through) and accepts same ''as is" and agrees thatLicensor is under no obligation to perform any work or provide any materials toprepare the Telecommunications Facilities for Licensee's use and that Licensor makesno warranty or representation that the Telecommunications Facilities are suitable forLicensee's use, it being assumed that Licensee has satisfied itself thereof

9. INSTALLAllON, MAINTENANCE AND REPAIR

(a) All activities of Licensee associated with the construction and installation ofTelecommunications Facilities shall be performed in such a way as to reasonablyminimize interference with the operation of the Building.

(b) Prior to installation of any Telecommunication Facilities, to be installed by orfor the Licensee, Licensee shall prepare and deliver to Licensor detailed engineeringplans and specifications prepared in accordance with Licensor's Design Criteria, or insuch other form as is acceptable to the Licensor, acting reasonably, detailing theelectrical voltage and current requirements and the British Thermal Units (BTU)generated by each piece of equipment and showing the location and specifications ofCables, Raceways, patch panels, pull boxes, Telecommunications Equipment and allother components of the Telecommunications Facilities, to be installed by or for theLicensee, in the Building. Such plans and specifications will be approved by Licensor(and such mechanical and electrical engineers and any other consultants as areappointed by Licensor to represent the integrity of base building systems), in its solediscretion, acting reasonably, as evidenced by Licensor's written endorsementthereon, and shall then become the Approved Plans. Any costs arising as a result ofhaving the plans and specifications reviewed and approved shall be to the account ofLicensee.

(c) Licensee warrants that the installation of any Telecommunication Facilities, tobe installed by or for the Licensee, shall be in strict compliance with the DesignCriteria, as may be amended from time to time. Licensee agrees that installation andconstruction shall be performed in a neat, responsible and workmanlike manner, usinggenerally accepted construction methods and telecommunication industry practices.

(d) Licensee warrants that it shall observe all load restrictions placed by Licensorupon any space used by Licensee hereunder, as well as all other reasonable rules andregulations instituted by Licensor from time to time.

( e) Licensee shall be required to identify and label, to Licensor's reasonablesatisfaction, all Telecommunication Facilities, installed by or for the Licensee, within

the Building.

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(f) Licensee shall, at its own expense, ensure that the TelecommunicationEquipment and any Telecommunications Facilities, installed by or for the Licensee,and its maintenance thereof, comply with all prevailing laws, rules and regulations,

codes, ordinances, laws, bylaws and other relevant governmental regulations. Nowork of any kind shall be undertaken unless all requisite approvals have first beenobtained, both from Licensor as previously outlined, and from all regulatory bodieshaving jurisdiction including,' without limitation, the Canadian Radio Television andTelecommunications Commission and the Canadian Standards Association.

(g) No installation, alterations or repairs which increases electrical demands, BTUlevels, cable quantities, or raceway quantities or dimensions, shall be initiated withoutfirst delivering to Licensor plans and specifications of the proposed changes, insubstance and form acceptable to Licensor, acting reasonably.

(h) Licensee shall be responsible for any and all costs, damages or expense arisingfrom the installation, maintenance or repair to the Telecommunication Facilities,installed by or for the Licensee, and any and all costs, damage or expense to theBuilding or the property of Licensor or other licensees or tenants of the Buildingarising from such installation, maintenance or repair operations.

(i) Title and ownership of Licensee's Telecommunications Equipment and Cableinstalled in the Building shall remain at all times vested with Licensee, unlessotherwise provided herein. The Licensor acknowledges that the Licensee may fromtime to time be installing Telecommunications Equipment owned by a customer of theLicensee who is a tenant in the Building. In such cases, Licensee must provideLicensor with written notice to such effect. ."

10. ACCESS BY LICENSEE

(a) Licensee shall have reasonable access to the Building for the purposesoutlined herein, during normal business hours and such other times as arranged withthe building manager for emergency maintenance, having due regard to the quietenjoyment of the occupants of the Building, Licensor's security measures and accessand construction procedures for the Building.

(b) Notwithstanding the foregoing, it is agreed that only authorized engineers,employees or properly authorized contractors, subcontractors and agents of Licensee,other authorized regulatory inspectors, or persons under their direct supervision andcontrol will be permitted to enter the Telecommunications Facilities and only upon theconditions set forth herein.

(c) Licensee shall have the right to enter the POP room at all reasonable timesduring the Term to make repairs or alterations as Licensee deems necessary for thesafety, preservation or proper operation of the Telecommunications Facilities.

(d) In the event of an emergency, Licensee shall have the right to enter the POProom at any time by making arrangements with building security. Licensee shall be

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responsible for any additional reasonable costs incurred by Licensor as a result ofproviding emergency access.

11. ACCESS BY LICENSOR

(a) Licensee agrees to permit Licensor or its employees, agents or representativesto enter the POP room at all reasonable hours, and in emergencies at all times, toinspect same, to clean or make repairs, alterations or additions thereto and Licenseeshall not be entitled to any abatement or reduction of the License Fee by reasonthereof Licensee may request, except in the event of emergencies, that any entry intoits POP room be made with Licensee's representative present, however Licensor shallnot be obligated to change or delay its intended entry into these areas shouldLicensee's representative not be able to meet the schedule desired by Licensor.

(b) Notwithstanding (a) above, Licensor's entry into Licensee's POP room isconditional upon Licensor:

(i) providing Licensee with at least 24 hours' advance notice, except inthe case of emergencies~

(ii) promptly finishing any work for which it entered; and

(iii) causing the least practical interference to Licensee's business.

( c) Licensor reserves the right, in the case of an emergency, without prior notice,to access, disconnect or remove any portion of the Telecommunications Equipment,including anything in Licensee's POP room, which is endangering or materiallydisrupting the operation of the Building.

12. PROTEcnON OF TELECOMMUNICA nONS EQUIPMENT

(a) Licensee acknowledges that interruptions in utility services are not uncommonin facilities such as the Building and Licensee acknowledges that cost of repair orreplacement of any damaged equipment which may be used by Licensee or providedby Licensee to its customers caused by utility service interruptions is Licensee's soleresponsibility .

(b) Licensee acknowledges that it has taken all precautionary steps it deemsnecessary to protect the Telecommunication Facilities owned and operated byLicensee in the Building, including the acquisition of insurance if applicable. Licenseehereby agrees to indemnify and hold Licensor harmless from any damages or losses(including legal fees) sustained to any of Licensee's Telecommunication Facilities, orto any telecommunications equipment operated by Licensee on behalf of third parties,or caused by service interruptions, regardless of whether such interruptions areattributable in whole or in part to the negligence of Licensor, its agents or employees.This indemnity is in addition to and not in substitution of any other indemnity in thisLicense.

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13.

RELOCA nON OF TELECOMMUNICA nON FACILITIES

Licensee acknowledges that Licensor, at any time during the Term of this License orany renewal thereof, shall have the right to alter, renovate, expand or demolish theBuilding. In any such case, or for any other reason, Licensor reserves the right torequire Licensee to relocate its Telecommunication Facilities to other areas within theBuilding during the Term of this License at Licensor's sole, reasonable discretion.Licensor shall reimburse Licensee for its reasonable expense incurred in connectionwith any such relocation. Should Licensor request the relocation of Licensee'sTelecommunication Facilities, Licensor agrees to allow Licensee reasonable time, notto exceed 60 days, for such relocation.

The Licensor agrees that any such relocation shall be performed in such a manner thatthe disruption of the Licensee's services to its customers is minimized, provided thereis no additional cost to the Licensor.

14. OTHER GENERAL RESPONSmn..ITIES OF LICENSEE

(a) Licensee understands that the POP room must be kept locked and secure at alltimes and must not be available or open to the public or previously unauthorized

personnel.

(b) Licensee will not permit unauthorized persons or persons with insufficient.expertise or experience to enter equipment space and maintain or operate itsTelecommunications Equipment.

(c) No monitoring or inspection of Licensee's work by Licensor or Licensor'srepresentatives shall be deemed supervision of Licensee's employees or shall bedeemed to be a representation or warranty of any particular level oftelecommunications expertise attained by Licensor or Licensor's representatives.Licensee shall monitor and supervise its own employees and shall assumeresponsibility for the expertise and quality of its work, and shall not rely uponLicensor for same.

IS. REMOVAL OF TELECOMMUNICAllONS EQUIPMENT

Upon expiry or earlier tennination of this License, Licensee shall remove forthwith itsTelecommunications Equipment from the Building and Licensee shall quietly andpeaceably quit and surrender the licensed POP Room to Licensor. Licensee shall besolely responsible for the cost and expenses of removing the TelecommunicationsEquipment and shall, at its own sole cost and expense, restore theTelecommunications Facilities to the condition in which they existed prior to theinstallation of the Telecommunications Equipment, reasonable wear and tearexcepted. Unless otherwise agreed by the parties, the TelecoI1lITlunicationsEquipment shall be removed within 30 days of expiration or termination of this

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License. In the event Licensee does not remove its Telecommunications Equipmentwithin the specified time frame, Licensor may elect to remove same and shall bereimbursed by Licensee for all reasonable costs related to such removal and repair(including its reasonable legal costs), or at Licensor's sole discretion, theTelecommunications Equipment may become the property of Licensor withoutcompensation payable to Licensee from Licensor in such event.

Provided however, nothing in this Agreement shall require the Licensee to removeany Telecommunications Equipment from the Building which is not owned by theLicensee. The Licensor acknowledges that from time to time the Licensee may installTelecommunications Equipment in the Building which is owned by one of itscustomers who is a tenant in the Building. In such cases, Licensee must provideLicensor with written notice to such effect.

16. REMOVAL OF CABLE & RACEWAYS

(a) Within sixty (60) days of expiry or earlier termination of this License, Licenseeshall remove all Cable and Raceways installed by or for Licensee. Removal of Cableand Raceways shall be done in a workmanlike fashion without disruption or damageto the T elecornrnunications Facilities. Damage caused to T elecornrnunicationsFacilities, or to any other property in the Building, as a result of such removal, will beimmediately repaired at Licensee's sole cost and expense.

(b) Notwithstanding the foregoing, or any other provision hereof, at Licensor'sdiscretion, upon the expiry or earlier termination of this License, Raceways and Cableinstalled by or for Licensee will remain in place and become the property of Licensor.All such Raceways and Cable will be left intact, undamaged and complete withconnectors and Licensee shall be relieved of any obligations herein to remove orrestore same. Further, if the connectors have become, as a result of their installation,an integral part of the patch panels, the patch panels must also be left intact, and willsimilarly become the property of Licensor. There will be no compensation payable toLicensee from Licensor in such event.

LICENSOR'S COVENANT17.

Provided that Licensee is not in default under this License, Licensor covenants withLicensee that Licensee shall enjoy the rights granted under this License throughoutthe Term or any renewal thereof without any interruption or disturbance fromLicensor or any other person or persons lawfully claiming by, from or under it.

LIABll..ITY AND INDEMNITY18.

(a) Licensee shall:

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(i) be liable to Licensor for all loss, costs, expenses, injuries or death orproperty damage of any kind whatsoever, direct or indirect, which Licensoror any other party may suffer, sustain, payor incur, and

(ii) indemnify and hold harmless Licensor, its employees, officers,directors or agents from and against all loss, suits, costs, damages, expenses,claims, proceedings and demands, fines or penalties of any kind whatsoeverwhich may be brought against Licensor, its employees, officers, directors oragents or any of them or which it may sustain. payor incur.

resulting from or arising out of, or in connection with the operations of Licenseehereunder, including. without limitation, the installation, use, maintenance,modification, repair or removal of the Telecommunication Facilities, or any partthereof, except when and to the extent that such claim or liability results from thegross negligence or wilful misconduct of Licensor, its employees and agents

(b) For further clarity, in no way shall any approval given under this Agreementby Licensor be construed as an endorsement or authorization of the prudence orappropriateness of Licensee's actions, nor can such approval be used in any way asevidence of Licensor's gross negligence or wilful misconduct.

(c) Notwithstanding anything in Section 18(a) above, Licensor shall not have anyresponsibility for or liability whatsoever resulting from the failure of the supply, orany interruption whatsoever, of any utility or base building services required for theoperation of the Telecommunication Facilities, howsoever caused, and Licensee shallindemnify Licensor from any and all resultant third party actions. Further, in theevent that the Telecommunication Facilities is interrupted. severed or disconnected inany way whatsoever. then Licensee shall have no claim against Licensor for anyliability whatsoever save and except for an abatement of the License Fee payablehereunder which shall be suspended pro rata for the period that Licensee is unable tomake a connection due to such interruption, severance or disconnection. Thisindemnity is in addition to and not in substitution of any other indemnity in thisLicense.

The provisions of this Section 18 shall survive termination of this License.

INSURANCE19.

(a) Licensee shall, at all times during the Term hereof, carry ComprehensiveGeneral Liability insurance, including Contractual Liability coverage, in amounts notless than Five Million ($5,000,000.00) dollars. Any policies of insurance carriedrespecting Licensee's equipment shall contain a waiver of subrogation in favour ofLicensor and Licensee shall, if requested, provide the aforementioned parties with

certificates of insurance evidencing such coverage.

(b) Licensee shall not do, omit to do, or permit to be done, in or upon theBuilding, anything which could cause any insurance held by Licensor on the Building

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to be increased or which would cause any such policy of insurance to be subject tocancellation. If Licensee's activities hereunder cause Licensor's insurance premiumson the Building to increase, or if Licensor's insurance policies are cancelled as a resultof Licensee's activities hereunder, Licensee shall be responsible for all additional coststo Licensor.

(c) Licensee shall cause its contractors to obtain and maintain in force insurancecoverage similar to that required under Section 19(a) during all times that suchcontractors are perfonning work in the Building.

20. LIENS AND ENCUMBRANCES

In connection with the installation or alterations to the TelecommunicationsEquipment or Telecommunications Facilities, Licensee shall comply with all theprovisions of the Workers' Compensation Act and other statutes from time to timeapplicable thereto (including any provisions requiring or enabling the retention ofportions of any sums payable by way of holdbacks) and except as to any suchholdback shall promptly pay all accounts relating thereto. Licensee shall not create orcause to be created any mortgage, conditional sale agreement or other encumbrancein respect of the Telecommunications Equipment or permit any such mortgage,conditional sale agreement or other encumbrance or security interest to attach to theTelecommunications Equipment. If and whenever any mechanic's or other lien forwork, labor, services or material supplied to or for Licensee or for the cost of whichLicensee may be in any way liable or claims therefor shall arise or be filed or any suchmortgage, conditional sale agreement or other encumbrance shall attach save as:expressly permitted herein, Licensee shall within thirty (30) days after receipt ofnotice thereby procure the discharge thereof, including any certificate of lis pendensregistered in respect of any lien, by payment or giving security or in such othermanner as may be required or permitted by law, failing which Licensor may make anypayment required to procure the discharge of any such liens or encumbrances, andLicensor shall forthwith be reimbursed by Licensee, and its right to reimbursementshall not be affected or impaired if Licensee shall subsequently establish or claim thatany lien or encumbrance so discharged was without merit, excessive or subject to anyabatement, set-off or defence.

NonCE21.

Any notice required or permitted to be given hereunder or any tender of delivery ofdocuments may be sufficiently given by the personal delivery or by facsimiletransmission, to Licensee at the following address:

TELUS Services Inc.12040 -107 StreetEdmonton, Alberta T5G 2S7

Attention: Real Estate ServicesFacsimile: (780) 441-7205

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and to Licensor at the following addresses

Petro-CanadaP. O. Box 2844150 -6th Avenue S. W.Calgary, Alberta T2P 3E3.

Attention: General CounselFacsimile: (403) 296-4990

Any such notice shall be deemed to have been received by Licensor or Licensee, asthe case may be, on the fifth (5th) business day after the date on which it shall havebeen so mailed. Such notice, if hand delivered, shall be conclusively deemed to havebeen given and received at the time of such delivery. Such notice, if sent by facsimile,shall be deemed to have been given and received by the addressee when actuallytransmitted by the sender, provided that such transmission was made during normalbusiness hours, with receipts or other verifications of such transmission.

DEFAULT22.

If any amount shall be unpaid for ten (10) days following receipt of notice in writingof such default by Licensor or in the case of the breach or non-performance of any ofthe covenants or agreements herein contained on the part of Licensee, where at leastten (10) days' notice specifying the nature of such breach has been given by Licensorto Licensee and Licensee has failed to cure such breach, then it shall be lawful forLicensor at any time thereafter to re-enter the Telecommunications Facilities torepossess and enjoy same for its own use absolutely and without any damages orpenalty to Licensor whatsoever and terminate this License. In the alternative,Licensor may elect to remove the Telecommunications Facilities from the Building,and in such event, removal and all other related costs (including Licensor's reasonablelegal costs to enforce same) shall be for Licensee's account.

INTERPRETAnON23.

Words importing the singular number shall include the plural and visa versa. Wordsimporting the neuter gender shall include the masculine and feminine genders andwords importing person shall include firms and corporations and visa versa.

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24. ENTIRE AGREEMENT

This License constitutes the entire agreement of the parties and supersedes all prioragreements and understanding, whether written or oral, relative to the subject matterhereof Except as otherwise specifically set forth in this License, neither party makesany representation or warranty express or implied, statutory or otherwise to the other.This License may not be amended or modified except by a written instrumentexecuted by both parties.

25. GO VERNIN G LA W

This License shall be governed by and construed in accordance with the laws of theProvince of Alberta. Should any provision of this License be not enforceable orillegal, it or they shall be considered separate and severable from the remainingprovisions of the License and the remaining provisions shall remain in force and bebinding upon the parties.

26. FORCE MAJEURE

Save and except for the obligations of Licensee to pay the fees herein, if either partyshall fail to meet its obligations hereunder within the time prescribed, and such failureshall be caused by Force Majeure (and for purposes hereof, "Force Majeure" sh~mean any acts of God, strikes, lockouts, or other industrial disturbances, acts of the

Queen's enemies, sabotage, war, blockades, insurrections, riots, epidemics, lightning,earthquakes, storms, fires, washouts, nuclear and radiation activity or fallout, arrestsand restraint of rulers and people, civil disturbances, explosions, any act, omission orevent whether of the kind enumerated or otherwise not within the control of suchparty, and which by the exercise of due diligence such party could not haveprevented, but lack of funds on the part of such party shall be deemed not to be ForceMajeure) such failure shall be deemed not to be a breach of the obligations of suchparty hereunder but such party shall use reasonable diligence to put itself in a positionto carry out its obligations hereunder.

27. SUCCESSORS AND ASSIGNS

This License shall not be assigned, sub-licensed or transferred in any mannerwhatsoever by Licensee without the consent of Licensor which Licensor is under noobligation to provide. Notwithstanding the forgoing, Licensor shall be deemed toconsent to any assignment of this License to a subsidiary or an affiliate (as defined inthe Canada Business Corporations Act) of Licensee, provided that Licensee givesprior written notice thereof to Licensor, and provided such subsidiary or affiliateexecutes an agreement where it assumes all obligations of Licensee under this Licenseand agrees to attorn to Licensor. No assignment, whether or not with Licensor'sconsent shall ever relieve Licensee of any liability hereunder.

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Licensor shall have the right to transfer and assign, in whole or in part, all its rightsand obligations hereunder and in the Building and property referred to herein, and insuch event and upon such transfer Licensor shall be released from any furtherobligations hereunder and Licensee agrees to look solely to such successor in interestfor the performance of such obligations

28. FURTHER ASSURANCES

Each of the parties agrees from time to time hereafter upon any reasonable request ofany other party, to make or cause to be made all such further acts, deeds, assurancesand things as may be required to more effectually implement the true intent of thisLicense.

29.

NO EXCLUSIVITY

Licensee acknowledges and agrees that nothing in this License shall be construed orinterpreted as granting to Licensee any exclusive rights or privileges in the Buildingto the exclusion of any other third parties.

30. CANADIAN RADIO AND TELECOMMUNICAllONS COMMISSION

The parties hereto acknowledge and agree that the Licensee and its operations aresubject to compliance with the orders, decisions, rules, regulations, license anddirections of the Canadian Radio and Telecommunications Commission ("CRTC'?):and Industry Canada and their respective successors as they exist or are created fromtime to time during the term of this License (collectively the "Order"). The Licenseeacknowledges that it is the Licensor's position that the Licensor and its operation ofthe Building are not subject to any such Orders nor is the Licensor subject tojurisdiction of the CRTC and Industry Canada with respect to its operation of theBuilding or any property rights it may have therein. In the event an Order is issuedwhich appears, in the Licensor's reasonable opinion, to impinge upon the Licensor'sproperty rights in the Building, the Licensor may terminate this Agreement upon 90days notice. In the event an Order is issued which appears, in the Licensee'sreasonable opinion, to impinge upon the Licensee's ability to enter into or complywith the terms of this License Agreement, the Licensee may terminate this Agreementupon 90 days notice.

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CONFIDENTIALITY31.

Licensee and Licensor shall retain in confidence any Confidentiallnfonnation and useany Confidential Infonnation only for the purposes of this License. "ConfidentialInformation" means infonnation provided by on party to the other that is marked"confidential" or that would reasonably be recognized as being confidential orotherwise not generally available to the public, and includes the specific provisions ofthis License. It shall not include any infonnation (i) that may become generallyavailable to the public, (ii) known to a party at the time of disclosure or acquired atany time from a source other than the other party hereto which was not prohibitedfrom making disclosure, or (iii) required to be disclosed in order to comply with anyapplicable law, order, regulation or ruling.

IN WITNESS WHEREOF Licensor and Licensee have hereunto executed this License.

This is the execution page to the Telecommunications Facilities License Agreement dated the1 st day of November, 1999 between Petro-Canada and Telus Services Inc.

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