END USER EVALUATION LICENSE AGREEMENT

GRIDGAIN PLATFORM

COPYRIGHT (C) GRIDGAIN SYSTEMS, INC. ALL RIGHTS RESERVED
WWW.GRIDGAIN.COM

BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE (THE
"SOFTWARE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO
THESE TERMS, YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

This License Agreement (the "Agreement") is made between you ("Licensee") and
GRIDGAIN SYSTEMS, INC. ("GridGain"). Licensee and GridGain are referenced
collectively as the "Parties." This software is proprietary to GridGain, who
retains title to and ownership of the software and reserves all rights not
expressly granted to Licensee in this Agreement.

1. LICENSE.
Subject to the terms of this Agreement, GridGain grants to Licensee a limited,
non-transferable, non-exclusive evaluation license to use the Software in
accordance with the license key provided. Licensee's use of the software shall
be limited to Licensee's evaluation of the Software. Any other use of the
Software is expressly prohibited, unless prior written permission has been
given by a duly authorized officer of GridGain.

Further, Licensee agrees that Licensee will not, without GridGain's prior
written consent, transfer, copy, sublicense, or provide any access of any kind
to the Software to anyone, including but not limited to customers or
contractors of Licensee, and that GridGain may grant or withhold its consent in
its absolute discretion. In addition, Licensee may not publish test or
performance results without the prior written approval of GridGain.

2. LICENSE RESTRICTIONS.
Licensee will not directly or indirectly, alone or with any other party, use or
attempt to use the Software for the purpose or intent of reverse engineering or
otherwise attempt to discover the underlying technology contained in the
Software. Licensee will not directly or indirectly, alone or with any other
party, modify or alter the Software or allow any other party to modify or alter
the Software.

3. FEES AND TAXES.
Licensee will receive the license granted hereunder free of charge; however,
Licensee agrees to pay any sales, use or other taxes or duties arising out of
or in connection with this Agreement, not including GridGain's income tax,
within thirty (30) days of GridGain's written demand setting forth the nature
and amount of such fees and/or taxes.

4. PROPRIETARY RIGHTS.
The Software, in whole and in part and all copies thereof, and all
modifications, enhancements, derivatives and other alterations of the Software,
whether developed by GridGain, Licensee or others, are and will remain the sole
and exclusive property of GridGain. Licensee has no rights in the Software or
its modifications except for the license rights explicitly granted in this
Agreement. In addition, neither party's performance under this Agreement will
be deemed to create any works for hire under Title 17 of the United States
Code. GridGain will retain all copyright interest in the published and
unpublished versions of the Software and its modifications. Licensee
acknowledges and agrees that the Software is confidential and represents
GridGain's trade secret.

As a result, Licensee (i) will keep the Software in strictest confidence and
(ii) will not use, disclose, provide or otherwise make available, directly or
indirectly, the Software or allow the Software to be made available to any
person except those employees of Licensee who have a need to know. Licensee
will promptly report to GridGain any infringement of the confidentiality of the
Software of which it becomes aware. Licensee will further indemnify GridGain
for any damages, liabilities and expenses arising from a breach of this
Section 4 by Licensee or its agents, and will take such steps as necessary to
remedy any such breach. Licensee will identify every person to whom the
Software has been made available in accordance the terms and conditions of this
Agreement and will fully cooperate with GridGain in seeking injunctive or other
relief against such person if such Software is improperly used in violation of
the terms of this Agreement. Licensee will not delete or in any manner alter
the copyright, trademark, and other proprietary rights notices of GridGain and
its licensors, if any, appearing on the Software as delivered to Licensee.
Licensee will reproduce such notices on all copies it makes of the Software and
on all documentation accompanying the Software. Licensee acknowledges that the
Software (including all modifications, derivatives and alterations) is a trade
secret of GridGain, the disclosure of which would cause substantial harm to
GridGain that could not be remedied by payment of damages alone. Accordingly,
GridGain will be entitled to preliminary and permanent injunctive relief and
other equitable relief for any breach of this Section 4.

5. NO WARRANTY; LIMITATION OF LIABILITY.
LICENSEE UNDERSTANDS AND AGREES THAT THE SOFTWARE IS DELIVERED TO LICENSEE
"AS IS", WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ARISING OR IMPLIED FROM USAGE OF TRADE OR COURSE OF DEALINGS AND
NONINFRINGEMENT. IN NO EVENT WILL GRIDGAIN BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING
BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFITS OR OTHER
ECONOMIC LOSS IN CONNECTION WITH, OR ARISING OUT OF, DELIVERING, INSTALLING,
FURNISHING, MAINTAINING, SUPPORTING OR USING THE SOFTWARE, EVEN IF GRIDGAIN HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GRIDGAIN'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO ANY FEES
ACTUALLY PAID HEREUNDER. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED
IN THIS SECTION 5 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED
IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. LICENSEE'S INDEMNITY.
Licensee agrees that it shall, at its own expense, defend, indemnify and hold
harmless GridGain from any liability, damage, cost, claim, or expense
(including attorney's fees) of any kind arising out of or in connection with
any claim that the Software, as a result of any modification, derivative or
other alteration made other than by GridGain, infringes any patent or copyright
or incorporates any misappropriated trade secrets; provided that GridGain
notifies Licensee promptly of any notice of such claim, Licensee has the right
to participate in the defense of the claim and all negotiations toward its
settlement or compromise, and GridGain cooperates in such defense or
negotiations at Licensee's expense. If Licensee is permanently enjoined from
using the Software as a result of such modification or alteration other than by
GridGain, GridGain may require the return of the Software and termination of
this Agreement.

7. COLLECTION OF INFORMATION.
Licensee agrees that GridGain may collect, use, store and transmit technical
and related information about Licensee's use of the Software which may include
internet protocol address, hardware identification, operating system,
application software, peripheral hardware, and Software usage statistics.
GridGain shall collect, use, store or transmit the information for lawful
purposes only and not in violation of any federal, state or local laws, and
will use any information containing personally identifiable data only for
Gridgain's internal communications with Licensee and not for any other purpose.
Licensee gives GridGain permission to collect, use, store or transmit such
information as set forth above.

8. TERM AND TERMINATION.
This Agreement will remain in full force and effect for the duration that the
license key remains active, after which time all of Licensee's rights to use
and evaluate the Software will automatically terminate unless the parties
mutually agree in writing to enter into another agreement or extend the term of
this Agreement. Notwithstanding the foregoing, either party may terminate this
Agreement immediately at any time for any reason or no reason by providing
written notice to the other party. Upon any termination of this Agreement,
GridGain shall terminate Licensee's use of the Software and if requested by
GridGain Licensee will immediately (i) return to GridGain or destroy all copies
of the Software in its possession or control and certify to GridGain in writing
that it has done so. The provisions of Sections 3 (Fees and Taxes),
4 (Proprietary Rights), 5 (No Warranty; Limitation of Liability),
6 (Licensee's Indemnity), 7 (Collection of Information), 8 (Term and
Termination), 89 (Choice of Law) and 11 (General) will survive termination of
this Agreement for any reason. The exercise by GridGain of any remedies under
this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

9. CHOICE OF LAW.
This Agreement will be governed by and construed in accordance with the laws of
California excluding that body of law applicable to conflict of laws. The
parties agree that the United Nations Convention on Contracts for the
International Sale of Goods is specifically excluded from application to this
Agreement.

10. ASSIGNMENT.
Licensee may not assign any rights in the Software, or delegate any duties
hereunder, to any person without GridGain's prior written consent, whether or
not in connection with a merger, change or transfer of control of Licensee,
consolidation or sale of assets; and any attempt to assign or delegate without
that consent will be void. GridGain may grant or withhold its consent in its
absolute discretion.

11. GENERAL.
All notices under this Agreement will be deemed given when sent by electronic
mail to the e-mail address provided by Licensee or as may otherwise be
specified by either party to the other in accordance with this Section. If any
provision of this Agreement is found illegal or unenforceable, it will be
enforced to the maximum extent permissible, and the legality and enforceability
of the other provisions of this Agreement will not be affected. No failure of
either party to exercise or enforce any of its rights under this Agreement will
act as a waiver of such rights. This Agreement, along with the attached
Exhibits, is the complete and exclusive agreement between the parties with
respect to the subject matter hereof, superseding and replacing any and all
prior agreements, communications, and understandings (both written and oral)
regarding such subject matter. This Agreement may only be modified, or any
rights under it waived, by a written document executed by both parties.
Purchase orders or similar documents relating to the Software issued by
Licensee will have no effect on the terms of this Agreement. In the event any
legal proceedings are brought for breach of this Agreement by any party, the
substantially prevailing party will be entitled to recover its reasonable
attorneys' fees, costs and other related expenses. All headings contained in
this Agreement are for reference only, and will have no meaning or effect with
respect to any provisions of this Agreement. All remedies available to a party
are cumulative and may be exercised concurrently or separately; the exercise of
any remedy will not be deemed an election of such remedy to the exclusion of
other remedies. Each party warrants that it has full power to enter into and
perform this Agreement, and the person signing this Agreement on each party's
behalf has been duly authorized and empowered to enter into this Agreement. The
relationship of the parties hereto is one of contract only, and in no event
shall the parties be construed as partners, joint venturers, agents or
principals of each other.
