CHELSIO COMMUNICATIONS, INC. SOFTWARE LICENSE AGREEMENT

READ THIS BEFORE INSTALLING, LOADING OR OTHERWISE USING THIS SOFTWARE.

Do not install, load or otherwise use this firmware (the "Software")
until you have read and agree with the following terms and conditions
(the Agreement). If you are not willing to abide by the Agreement,
do not install, load or otherwise use the Software. You acknowledge and agree
that by installing, loading or otherwise using the Software, you agree
to the terms and conditions of this Agreement.

LICENSE. This Software is licensed for use only in conjunction with Chelsio
 Communications, Inc. (Chelsio) component products (the Chelsio Products).
Use of the Software in conjunction with non-Chelsio Products is not licensed
hereunder.  Subject to the terms of this Agreement, Chelsio grants to you a
non-exclusive, non-transferable, revocable, worldwide license to copy the Software
in object code form only for (i) the purpose of backing up the Software in object
code form and (ii) the purpose of combining the Software with your software  as
necessary to distribute the Software in object code form, directly to customers, or
through your distribution network solely in conjunction with Chelsio Products. You
shall have no right to grant any license or sublicense to any third party, to use
the Software for any purpose, except that you may grant a limited sublicense to
your customers to use the copy produced and distributed by you in object code form
only and only in conjunction with Chelsio Products.  You shall have no right to
modify all or any part of the Software. You shall not disassemble, decompile or
otherwise reverse engineer the Software nor permit any third party to do so.
Chelsio reserves to itself all rights not expressly granted herein.

PROPRIETARY OWNERSHIP RIGHTS. Chelsio shall retain all ownership, right, title and
interest in and to all current and hereafter existing revisions of or modifications
to the Software, including all copies made pursuant to this license agreement and
all intellectual property rights related thereto. All copies of the Software made
by you shall contain Chelsio's copyright notice and you shall not remove any
copyright notices contained in the Software.

WARRANTY EXCLUSION. TO THE EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS
IS" AND WITH ALL FAULTS. CHELSIO MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE
SOFTWARE. CHELSIO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT
AND THE LIKE. CHELSIO DISCLAIMS ALL WARRANTIES THAT THE SOFTWARE WILL OPERATE IN
ANY SPECIFIED MANNER WITH ANY PRODUCTS OR SOFTWARE OTHER THAN THE CHELSIO PRODUCTS.
EVEN IF YOU MAY HAVE OTHER STATUTORY RIGHTS, TO THE FULL EXTENT PERMITTED BY LAW,
THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE
SHORTEST POSSIBLE PERIOD.

LIMITATION OF LIABILITY. IN NO EVENT SHALL CHELSIO BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF USE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING UNDER
THIS AGREEMENT, EVEN IF YOU OR YOUR CUSTOMERS HAVE ADVISED CHELSIO OF THE
POSSIBILITY OF SUCH DAMAGES.

SUPPORT AND MAINTENANCE.  The Software is provided to you without any maintenance
or support services.  Chelsio may, but is not required to, provide any updates,
error corrections, bug fixes, or other modifications to the Software.  To the
extent made available to you by Chelsio, any updates, error corrections, bug fixes,
or other modifications to the Software shall become part of the Software and shall
be governed by the terms and conditions of this Agreement.

TERMINATION OF THIS AGREEMENT. Chelsio may terminate this Agreement if you violate
any term of this Agreement. Upon termination, all licenses granted hereunder, other
than limited sublicenses to your customers, terminate immediately.  You agree that
you shall (i) immediately cease using the Software, (ii) destroy the Software and
certify such destruction to Chelsio or return all copies of the Software to Chelsio
and (iii) comply with all other reasonable requests by Chelsio to ensure that you
do not continue to use or distribute the Software.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California, USA, excluding its principles of conflict of laws and excluding the
United Nations Convention on Contracts for the Sale of Goods.

AMENDMENT, SEVERABILITY, WAIVER. No supplement or amendment of this Agreement shall
be binding, unless executed in a writing signed by both parties and specifically
referencing the supplementing or amendment of this Agreement. Any provision of this
Agreement found to be illegal or unenforceable shall be deemed severed, and the
balance of this Agreement shall remain in full force and effect. Neither partys
right to require performance of the other partys obligations hereunder shall be
affected by any previous waiver, forbearance or course of dealing, unless or only
to the extent of any waiver given in writing. Failure or delay by either party to
exercise any of its rights, powers or remedies hereunder shall not constitute a
waiver of those rights, powers or remedies.

EXPORT COMPLIANCE. Each party agrees that the Software is subject to the U.S.
Export Administration Act and Export Administration Regulations, as well as
applicable import and export regulations of the countries in which each party
transacts business. Each party shall comply with such laws and regulations, as well
as all other laws and regulations applicable to the Software. Each party agrees
that it will not export, re-export, transfer or divert any of the Software to any
country for which United States' laws or regulations require an export license or
other governmental approval, without first obtaining such license or approval, nor
will each party export, re-export, transfer or divert any of the Software to any
restricted place or party in accordance with U.S. export regulations.

GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use,
duplication or disclosure by the Government is subject to restrictions as set forth
in FAR52.227-14 and DFAR252.227-7013 et. seq. or their successors. Use of the
Software by the Government constitutes acknowledgment of Chelsio Communications
proprietary rights therein.

Chelsio Communications, 370 San Aleso Avenue #100, Sunnyvale, CA 94085-1410.