TCPD-LICENSE

SOLARFLARE COMMUNICATIONS, INC. 
SOFTWARE LICENSE AGREEMENT

This Software License Agreement (Agreement) is a legal agreement between
Solarflare Communications, Inc. (Solarflare) and the purchaser of the
Equipment (Licensee).

1.	DEFINITIONS

    1.1 "Documentation" means such manuals, documentation and any other
supporting materials relating to the Software Program as are currently
maintained by Solarflare and generally provided to its licensees.
    1.2 "Equipment" means the Solarflare or third party hardware on which
the Software Program has been or may be installed.
    1.3 "Licensed Materials" means the Software Programs and Source Code
together.
    1.4 "Software Program" means the object code version of the computer
software obtained by 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.
    1.5 "Source Code" means the human-readable computer programming code,
associated procedural code, listings, flow charts, logic diagrams, tools,
executables, libraries, scripts and related and supporting documentation
corresponding to the Software Program (including assembly, linkage and
other utilities).

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, made
available to or used for the benefit of any third party; sold, assigned,
leased, resold or distributed or otherwise disposed of; or commercially
exploited or marketed in any way, with or without charge, by Licensee or
any of Licensee's employees or agents.
         (b) The license granted hereunder is limited to use of the
Software Program on the specified Equipment.  In no event shall Licensee
use or install the Software Programs on any hardware or equipment other
than the Equipment.
         (c) Licensee shall not copy the Software Programs, except for
archival or backup purposes or as required by normal installation
procedures specified by Solarflare.  Licensee shall affix any proprietary
markings or legends placed upon or contained within the Software Programs
to any copies of the Software Programs permitted hereunder.
         (d) Except to the extent permitted by applicable law
notwithstanding this restriction or as otherwise specifically authorized
herein as to the Source Code, 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 Source Code 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 modify, translate,
convert, recompile, upgrade and otherwise prepare derivative versions of
the Source Code solely as necessary to (a) integrate the Software Programs
with the Equipment and integrate the Software Programs installed on such
Equipment with Licensee's other systems and programs.  Solarflare shall
retain all rights, title and interest in or to any modifications,
translations, conversions or derivative works to or of the Software
Programs developed by or on behalf of Licensee using the Source Code and
all intellectual property rights in and to any such modifications shall
vest exclusively in Solarflare.

    2.3 Documentation License.  Licensee may, at its own expense, make a
reasonable number of copies of the Documentation as may be necessary to use
the Software. Any and all such copies shall be and remain Documentation,
subject to the terms and conditions of this Agreement.  Licensee shall not
remove, and shall affix to the media upon which it is copied, any
proprietary markings or legends placed upon or contained within the
Licensed Materials or Documentation.

    2.4 Ownership.  As between Solarflare and Licensee, 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 or any combination of the Licensed Materials with any
other products, equipment or software. Licensee agrees to take any action
reasonably requested by Solarflare to evidence, maintain, enforce or defend
the foregoing. Licensee shall not take any action to jeopardize, limit or
interfere in any manner with Solarflare's ownership of and rights with
respect to the Licensed Materials, or any derivative work thereof or update
thereto. Licensee shall have only those rights in or to the Licensed
Materials and any derivative work thereof or update thereto granted to it
pursuant to this Agreement.  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 Software Program and other Licensed Materials available to
Licensee for download via a secure download site. For each license granted
hereunder, Solarflare shall provide one set of Documentation for the
appropriate Software Program.

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 date Licensee accepts its terms 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 fails to perform any of its duties or
obligations hereunder 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 2.4 and Articles 6, 7,
8, 9, 10 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 the all of the terms and
conditions contained herein.

7.	CONFIDENTIAL INFORMATION

Licensee shall treat and hold the Licensed Materials and the terms of this
Agreement in strict confidence and shall restrict access to the Licensed
Materials to Licensee's employees or third party contractors of Licensee
performing services for or on behalf of Licensee. To the extent the
performance of its obligations under this Agreement requires Solarflare to
be exposed to any information that is identified prior to disclosure by
Licensee as being confidential or proprietary, Solarflare shall not
disclose such information to any third parties and shall use such
information only to the extent necessary to perform its obligations under
this Agreement; provided, however, no such obligations shall apply to
information in the public domain, received from third parties under no
obligation of confidentiality or previously known by Licensee. Solarflare
shall hold the terms of this Agreement in confidence, but may reasonably
use the name of Licensee, and a description of Licensee's use of the
Licensed Materials, in advertising and promotional literature. Any test
results or data regarding performance of the Software Program shall
constitute confidential and proprietary information of Solarflare and shall
not be used or disclosed by Licensee without the prior written consent of
Solarflare.

8.	LIMITATION OF LIABILITY

Solarflare's entire liability to Licensee for damages concerning
performance or nonperformance by the Licensed Materials or in any way
related to the subject matter of this Agreement, regardless of whether the
claim for such damages is based in contract, tort, strict liability, or
otherwise, shall not exceed the amounts received by Solarflare under this
Agreement.

9.	CONSEQUENTIAL DAMAGES WAIVER

IN NO EVENT SHALL SOLARFLARE BE LIABLE TO LICENSEE OR ANY THIRD PARTY
CLAIMING THORUGH LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR
ANY OTHER INDIRECT DAMAGES, EVEN IF SOLARFLARE HAS BEEN ADVISED AS TO 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.

10.	GENERAL

    10.1 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.  Solarflare may
assign this Agreement and any of its rights and obligations under this
Agreement.  This Agreement shall bind each party and its permitted
successors and assigns.  Any assignment in contravention of this Section
10.1 shall be null and void and of no force or effect.

    10.2 Disputes.  This Agreement is to be construed in accordance with
and governed by the internal laws of the State of California (as permitted
by Section 1646.5 of the California Civil Code or any similar successor
provision) without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal
laws of the State of California to the rights and duties of the parties.
Any legal suit, action or proceeding arising out of or relating to this
Agreement shall be commenced in the state or federal courts in Orange
County, California, and each party hereto irrevocably submits to the
exclusive jurisdiction and venue of any such court in any such suit, action
or proceeding.

    10.3 No Waiver.  No course of dealing, course of performance or failure
of either party strictly to enforce any term, right or condition of this
Agreement shall be construed as a waiver of any other term, right or
condition. No waiver or breach of any provision of this Agreement shall be
construed to be a waiver of any subsequent breach of the same or any other
provision.

    10.4 Relationship of the Parties.  This Agreement shall not be
construed as creating an agency, partnership, joint venture or any other
form of association, between the parties, and the parties shall at all
times be and remain independent contractors. Neither party shall have any
right or authority, express or implied, to assume or create any obligation
of any kind, or to make any representation or warranty, on behalf of the
other party or to bind the other party in any respect whatsoever.

    10.5 Notices.  Any notice, request, demand, or other communication
required or permitted hereunder shall be in writing, shall reference this
Agreement and shall be deemed to be properly given: (a) when delivered
personally; (b) when sent by facsimile, with written confirmation of
receipt by the sending facsimile machine; (c) five (5) business days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) two (2) business days after deposit with an express
courier, with written confirmation of receipt. Notices to Solarflare shall
be sent to 7505 Irvine Center Drive, Suite 100, Irvine, California 92618
(or to such other address as may be designated by a party by giving written
notice to the other party pursuant to this Section).

    10.6 Compliance with Laws. Licensee agrees not to export the Licensed
Materials, directly or indirectly, separately or as part of a system,
without first obtaining proper authority to do so from the appropriate
governmental agencies or entities, as may be required by law.

    10.7 Complete Agreement; Severability; Amendment.  This Agreement and
any other terms and conditions incorporated by reference herein, contains
the entire understanding of the parties with respect to the subject matter
hereof, and supersedes any and all related prior understandings,
agreements, representations, negotiations and discussions, whether oral or
written.  If the terms and conditions of this Agreement conflict with any
terms of any purchase order relating to the Software Products, the terms
and conditions of this Agreement shall govern.  Any additional or
supplemental terms pre-printed on a purchase order shall be void and of no
force or effect unless signed by Solarflare.  If any provision of this
Agreement is declared or found to be illegal, unenforceable or void, then
each provision not so affected shall remain in full force and effect.  This
Agreement cannot be modified or amended except in a writing signed by both
parties.