June 1, 2006
             CHELSIO END USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE
DOWNLOADING OR OTHERWISE USING THE SOFTWARE OR ANY ASSOCIATED
DOCUMENTATION   OR   OTHER   MATERIALS   (COLLECTIVELY,   THE
"SOFTWARE").  BY CLICKING ON THE "OK" OR "ACCEPT" BUTTON  YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU  DO
NOT  AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "DO  NOT
ACCEPT" BUTTON TO TERMINATE THE INSTALLATION PROCESS.

   1. License.       Chelsio Communications, Inc. ("Chelsio")
hereby  grants  you, the Licensee, and you hereby  accept,  a
limited,  non-exclusive, non-transferable license to  install
and  use  the  Software  with one  or  more  Chelsio  network
adapters on a single server computer for use in communicating
with  one  or more other computers over a network.   You  may
also  make one copy of the Software in machine readable  form
solely for back-up purposes, provided you reproduce Chelsio's
copyright  notice and any proprietary legends  included  with
the Software or as otherwise required by Chelsio.

   2. Restrictions.   This license granted hereunder does not
constitute  a  sale  of  the Software or  any  copy  thereof.
Except  as expressly permitted under this Agreement, you  may
not:  (i)  reproduce, modify, adapt, translate, rent,  lease,
loan,  resell, distribute, or create derivative works  of  or
based  upon, the Software or any part thereof; or  (ii)  make
available the Software, or any portion thereof, in any  form,
on the Internet.  The Software contains trade secrets and, in
order  to  protect  them,  you  may  not  decompile,  reverse
engineer, disassemble, or otherwise reduce the Software to  a
human-perceivable  form.  You assume full responsibility  for
the use of the Software and agree to use the Software legally
and responsibly.

   3. Ownership of Software.    As Licensee, you own only the
media  upon  which  the Software is recorded  or  fixed,  but
Chelsio retains all right, title and interest in and  to  the
Software   and   all  subsequent  copies  of  the   Software,
regardless  of the form or media in or on which the  Software
may be embedded.

   4. Confidentiality.  You agree to maintain the Software in
confidence  and  not  to  disclose  the  Software,   or   any
information or materials related thereto, to any third  party
without  the express written consent of Chelsio.  You further
agree  to take all reasonable precautions to limit access  of
the  Software only to those of your employees who  reasonably
require  such access to perform their employment  obligations
and who are bound by confidentiality agreements with you.

   5. Term.   This license is effective in perpetuity, unless
terminated  earlier.  You may terminate the  license  at  any
time  by  destroying  the  Software  (including  the  related
documentation), together with all copies or modifications  in
any  form.   Chelsio  may terminate this  license,  and  this
license shall be deemed to have automatically terminated,  if
you  fail  to  comply  with any term  or  condition  of  this
Agreement.   Upon any termination, including  termination  by
you,  you  must destroy the Software (including  the  related
documentation), together with all copies or modifications  in
any form.

   6. Limited Warranty.  If Chelsio furnishes the Software to
you on media, Chelsio warrants only that the media upon which
the  Software  is  furnished will be  free  from  defects  in
material  or workmanship under normal use and service  for  a
period of thirty (30) days from the date of delivery to  you.
CHELSIO  DOES  NOT  AND  CANNOT WARRANT  THE  PERFORMANCE  OR
RESULTS  YOU  MAY OBTAIN BY USING THE SOFTWARE  OR  ANY  PART
THEREOF.  EXCEPT FOR THE FOREGOING LIMITED WARRANTY,  CHELSIO
MAKES  NO  OTHER WARRANTIES, EXPRESS OR IMPLIED,  AND  HEREBY
DISCLAIMS  ALL OTHER WARRANTIES, INCLUDING, BUT  NOT  LIMITED
TO,  NON-INFRINGEMENT OF THIRD PARTY RIGHTS,  MERCHANTABILITY
AND  FITNESS  FOR A PARTICULAR PURPOSE.  Some states  do  not
allow  the exclusion of implied warranties or limitations  on
how   long  an  implied  warranty  may  last,  so  the  above
limitations  may  not apply to you. This warranty  gives  you
specific  legal  rights and you may also  have  other  rights
which vary from state to state.

   7. Remedy for Breach of Warranty.   The sole and exclusive
liability of Chelsio and its distributors, and your sole  and
exclusive  remedy, for a breach of the above warranty,  shall
be  the  replacement of any media furnished  by  Chelsio  not
meeting  the above limited warranty and which is returned  to
Chelsio.  If Chelsio or its distributor is unable to  deliver
replacement media which is free from defects in materials  or
workmanship,  you may terminate this Agreement  by  returning
the Software.

   8. Limitation of Liability. IN NO EVENT SHALL CHELSIO HAVE
ANY  LIABILITY  TO YOU OR ANY THIRD PARTY FOR  ANY  INDIRECT,
INCIDENTAL,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE   DAMAGES,
HOWEVER  CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING  OUT
OF  OR  RELATED  TO  THE  LICENSE OR  USE  OF  THE  SOFTWARE,
INCLUDING  BUT  NOT  LIMITED TO  LOSS  OF  DATA  OR  LOSS  OF
ANTICIPATED PROFITS, EVEN IF CHELSIO HAS BEEN ADVISED OF  THE
POSSIBILITY  OF  SUCH DAMAGES.  IN NO EVENT  SHALL  CHELSIO'S
LIABILITY ARISING OUT OF OR RELATED TO THE LICENSE OR USE  OF
THE  SOFTWARE EXCEED THE AMOUNTS PAID BY YOU FOR THE  LICENSE
GRANTED    HEREUNDER.    THESE   LIMITATIONS   SHALL    APPLY
NOTWITHSTANDING  ANY  FAILURE OF  ESSENTIAL  PURPOSE  OF  ANY
LIMITED REMEDY.

   9. High Risk Activities.       The Software is not  fault-
tolerant  and  is not designed, manufactured or intended  for
use  or  resale  as  online equipment  control  equipment  in
hazardous environments requiring fail-safe performance,  such
as   in   the  operation  of  nuclear  facilities,   aircraft
navigation  or  communication systems, air  traffic  control,
direct  life support machines, or weapons systems,  in  which
the  failure  of the Software could lead directly  to  death,
personal injury, or severe physical or environmental  damage.
Chelsio   specifically  disclaims  any  express  or   implied
warranty of fitness for any high risk uses listed above.

   10. Export.   You acknowledge that the Software is of U.S.
origin   and  subject  to  U.S.  export  jurisdiction.    You
acknowledge  that  the  laws and regulations  of  the  United
States  and other countries may restrict the export  and  re-
export  of the Software.  You agree that you will not  export
or  re-export the Software or documentation in  any  form  in
violation of applicable United States and foreign  law.   You
agree  to  comply  with  all  applicable  international   and
national laws that apply to the Software, including the  U.S.
Export Administration Regulations, as well as end-user,  end-
use,  and  destination restrictions issued by U.S. and  other
governments.

   11. Government Restricted Rights.  The Software is subject
to  restricted rights as follows. If the Software is acquired
under  the  terms  of  a GSA contract: use,  reproduction  or
disclosure  is subject to the restrictions set forth  in  the
applicable  ADP  Schedule  contract.   If  the  Software   is
acquired  under  the  terms  of  a  DoD  or  civilian  agency
contract, use, duplication or disclosure by the Government is
subject  to  the restrictions of this Agreement in accordance
with  48 C.F.R. 12.212 of the Federal Acquisition Regulations
and  its  successors and 49 C.F.R. 227.7202-1 of the DoD  FAR
Supplement and its successors.

   12. General.     You acknowledge that you have  read  this
Agreement, understand it, and that by using the Software  you
agree  to be bound by its terms and conditions.  You  further
agree that it is the complete and exclusive statement of  the
agreement  between  Chelsio  and  you,  and  supersedes   any
proposal  or prior agreement, oral or written, and any  other
communication between Chelsio and you relating to the subject
matter  of  this Agreement.  No additional or  any  different
terms  will  be  enforceable against Chelsio  unless  Chelsio
gives its express consent, including an express waiver of the
terms  of this Agreement, in writing signed by an officer  of
Chelsio.  This Agreement shall be governed by California law,
except  as to copyright matters, which are covered by Federal
law.    You   hereby  irrevocably  submit  to  the   personal
jurisdiction  of,  and  irrevocably waive  objection  to  the
laying of venue (including a waiver of any argument of  forum
non  conveniens or other principles of like effect)  in,  the
state  and  federal  courts located in  Santa  Clara  County,
California, for the purposes of any litigation undertaken  in
connection with this Agreement.  Should any provision of this
Agreement be declared unenforceable in any jurisdiction, then
such  provision shall be deemed severable from this Agreement
and  shall not affect the remainder hereof. All rights in the
Software  not  specifically granted  in  this  Agreement  are
reserved  by  Chelsio.  You may not assign or  transfer  this
Agreement  (by  merger, operation of  law  or  in  any  other
manner) without the prior written consent of Chelsio and  any
attempt to do so without such consent shall be void and shall
constitute a material breach of this Agreement.

Should you have any questions concerning this Agreement,  you
may contact Chelsio by writing to:

Chelsio Communications, Inc.
209 North Fair Oaks Avenue,
Sunnyvale, CA 94085
