SOLARFLARE COMMUNICATIONS, INC.
SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE SIGNIFYING
YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE DIALOG BOX. CLICKING THE
APPROPRIATE DIALOG BOX OR USING ANY PART OF THE SOFTWARE PROGRAM SIGNIFIES YOUR
ACCEPTANCE AS "LICENSEE" OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE
WITH THEM, YOU SHOULD NOT USE OR INSTALL THE SOFTWARE PROGRAM.

1.  DEFINITIONS

    1.1 "Documentation" means such manuals, documentation and any other
    supporting materials relating to the Software Program as currently
    available from Solarflare and generally provided to its licensees.

    1.2 "Licensed Materials" means the Software Programs and Documentation.

    1.3 "Software Program" means the object code version of the computer
    software provided to Licensee under this Agreement, any extracts from such
    software, derivative works of such software or collective works
    constituting such software (such as subsequent releases) to the extent
    offered to Licensee under this Agreement, and the related Documentation.

2.  SOFTWARE LICENSE

    2.1 License. Subject to the terms and conditions of this Agreement,
    Solarflare grants to Licensee a nonexclusive, nontransferable,
    nonsublicensable, royalty-free, fully paid-up license to use the Software
    Programs, subject to the following limitations:
         (a) Licensee shall use the Software Programs for its internal purposes
         only. In no event shall the Software Programs be disclosed, sold,
         assigned, leased, resold or distributed or otherwise disposed of.
         (b) Licensee shall not copy the Software Programs, except for archival
         or backup purposes or as required by normal installation procedures
         specified by Solarflare.
         (c) Except to the extent permitted by applicable law, Licensee shall
         not copy, modify, translate, decompile, disassemble or otherwise
         reverse engineer, or otherwise determine or attempt to determine
         source code or protocols from, the executable code of the Software
         Programs, or create any derivative works based upon the Software
         Programs or Documentation, and Licensee shall not permit or authorize
         anyone else to do so. Licensee also agrees that any works created in
         violation of this subsection are derivative works and, as such,
         Licensee assigns all right, title and interest therein to Solarflare.

    2.2 Documentation License. Solarflare will provide Licensee with
    Documentation for the Software Program for its internal use. Licensee will
    not allow any copying of, or the creation of derivative works from, the
    Documentation. Licensee shall not remove any proprietary markings or
    legends placed upon or contained within the Documentation, nor add any
    proprietary markings or legends.

    2.3 Ownership. Solarflare retains all right, title and interest, including,
    without limitation, all patent rights, copyrights, trademarks and trade
    secrets, in and to the Licensed Materials and any portion thereof,
    including, without limitation, any copy or derivative work of the Licensed
    Materials (or any portion thereof) and any update thereto. Any rights to
    the Licensed Materials not granted herein are reserved by Solarflare.

3.  DELIVERY

The Software Program may come preinstalled on the Equipment or Solarflare may
make the Software Program and other Licensed Materials available to Licensee
for download via a secure download site.

4.  SUPPORT

Solarflare makes support and maintenance services available for the Software
Programs under a separate agreement. No support or maintenance services are
provided by Solarflare under this Agreement.

5.  LIMITED WARRANTY

SOLARFLARE MAKES THE SOFTWARE PROGRAM AVAILABLE TO LICENSEE "AS IS", WITHOUT
ANY WARRANTY AND SOLARFLARE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NONINFRINGEMENT, AND ALL
WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE.

6.  TERM AND TERMINATION

This Agreement shall commence on the earlier of the date of Licensee's
acceptance of the terms of this Agreement or first use of the Software Program
and shall continue in effect until terminated pursuant to the terms hereof.
Either party may terminate this Agreement immediately upon written notice to
the other party if the other party is in breach of this Agreement or fails to
perform any of its duties or obligations hereunder (a "Default") and fails to
cure such Default within thirty (30) days after receipt of written notice from
the non-defaulting party specifying the occurrence or existence of the Default.
Upon termination of this Agreement, the provisions of Sections 2.1 and 2.3 and
Sections 5, 6, 7 and 8 shall survive; provided, however, if Solarflare
terminates this Agreement pursuant to this Section 6, the licenses granted in
Section 2.1 shall terminate on the date of termination of this Agreement and
shall not survive. Except as otherwise set forth herein, Licensee's license
pursuant to Section 2.1 shall survive expiration or termination of this
Agreement subject to Licensee's continued compliance with all of the terms and
conditions contained herein.


7.  LIMITATION OF LIABILITY

    7.1 THE TOTAL LIABILITY OF SOLARFLARE AND ITS SUPPLIERS AND CONTRACTORS
    ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS
    PAID BY LICENSEE TO SOLARFLARE FOR THE LICENSED MATERIALS. THIS LIMITATION
    OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

    7.2 EXCEPT FOR A LICENSEE BREACH OF ANY OF THE LICENSING TERMS, IN NO EVENT
    SHALL A PARTY OR ITS SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY LOSS OF
    USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA,  RECOVERY OF DATA,
    OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER
    CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING
    NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED
    OF THE POSSIBILITY OF SUCH DAMAGES. Solarflare shall have no liability with
    respect to claims relating to or arising from the use of non-Solarflare
    products and services, even if Solarflare has recommended, referred or
    introduced Licensee to such products and services.

8.  GENERAL

    8.1 Assignment. Licensee may not assign this Agreement or any of its rights
    or obligations under this Agreement, by operation of law or otherwise,
    without the prior written consent of Solarflare. This Agreement shall bind
    each party and its permitted successors and assigns. Any assignment in
    contravention of this Section 8.1 shall be null and void and of no force or
    effect.

    8.2 Disputes. This Agreement shall be governed by and construed in
    accordance with the laws of California. The UN Convention on Contracts for
    the International Sale of Goods shall not apply. This Agreement is the
    entire agreement of the parties, and supersedes all prior or
    contemporaneous agreements, communications or representations, written or
    oral, between the parties with respect to the subject matter of this
    Agreement and represents the complete integration of the parties'
    agreement. Any different or additional terms of any related purchase order,
    confirmation, quote or similar ordering document, even if signed by the
    parties after the date hereof, shall have no force or effect on this
    Agreement. If any provision of this Agreement shall be held to be invalid,
    illegal or unenforceable, the remaining provisions shall not be affected or
    impaired. This Agreement may be modified only by a written agreement
    executed by authorized officers of each party. No delay or omission to
    exercise any right or remedy accruing to a party upon any breach or default
    of the other party shall impair that right or remedy, or be construed to be
    a waiver of any breach or default.

    8.3 Force Majeure. Except for the obligation to pay monies due and owing,
    neither party shall be liable for any delay or failure in performance due
    to events outside the defaulting party's reasonable control, including
    without limitation acts of God, labor disputes, shortages of supplies,
    fire, war, disruption related to terrorism, epidemics, or delays of common
    carriers. The obligations and rights of the excused party shall be extended
    on a day to day basis for the time period equal to the period of the
    excusable delay.

    8.4 Notices. Any notice under this Agreement must be in writing and is
    deemed given and effective three (3) business days after mailing first
    class, postage prepaid, or when sent by facsimile (confirmed by first class
    mail) or when delivered by overnight express or other delivery service, to
    the party's principle place of business.

    8.5 Compliance with Laws. Licensee hereby acknowledges that the Licensed
    Materials supplied by Solarflare hereunder are subject to export controls
    under the laws and regulations of the United States and other countries.
    Licensee shall comply with such laws and regulations and agrees not to
    export, re-export or transfer the Licensed Materials without first
    obtaining all required U.S. Government and other relevant government
    authorizations or licenses.

    8.6 Confidentiality. In the event Solarflare and Licensee have entered into
    a Non-Disclosure Agreement ("NDA") t"en such NDA shall be deemed
    incorporated into this Agreement and apply to information disclosed
    pursuant to this Agreement. Licensee shall not publish, or otherwise share
    with any third-party, benchmark or other performance data related to the
    Software Program without Solarflare's prior written consent.
