ELINEAR INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>doc5.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                  EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT

          This  Registration  Rights  Agreement  (this  "Agreement") is made and
                                                         ---------
entered  into  as  of  January  12, 2004, by and among eLinear, Inc., a Delaware
corporation  (the  "Company"),  and  the  purchasers signatory hereto (each such
                    -------
purchaser,  a  "Purchaser"  and  collectively,  the  "Purchasers").
                ---------                             ----------

          This  Agreement is made pursuant to the Securities Purchase Agreement,
dated  as of the date hereof among the Company and the Purchasers (the "Purchase
                                                                        --------
Agreement").
---------

          The Company and the Purchasers hereby agree as follows:

     1.   Definitions.  Capitalized  terms used and not otherwise defined herein
          -----------
that  are  defined  in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement.  As used in this Agreement, the following terms
shall  have  the  following  meanings:

          "Advice"  shall  have  the  meaning  set  forth  in  Section  6(d).
           ------

          "Effectiveness Date" means, with respect to the Registration Statement
           ------------------
     required  to  be filed hereunder, the earlier of (a) the 120th calendar day
     following the date of the Purchase Agreement, and (b) the fifth Trading Day
     following  the date on which the Company is notified by the Commission that
     the  Registration Statement will not be reviewed or is no longer subject to
     further  review  and  comments.

          "Effectiveness  Period"  shall  have  the meaning set forth in Section
           ---------------------
     2(a).

          "Event"  shall  have  the  meaning  set  fort  in  Section  2(b).
           -----

          "Event  Date"  shall  have  the  meaning  set  forth  in Section 2(b).
           -----------

          "Filing  Date"  means,  with  respect  to  the  Registration Statement
           ------------
     required to be filed hereunder, the 45th calendar day following the date of
     the  Purchase  Agreement.

          "Holder" or "Holders" means the holder or holders, as the case may be,
           ------      -------
     from  time  to  time  of  Registrable  Securities.

          "Indemnified  Party" shall have the meaning set forth in Section 5(c).
           ------------------

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).
           ------------------

          "Losses"  shall  have  the  meaning  set  forth  in  Section  5(a).
           ------

          "Proceeding" means an action, claim, suit, investigation or proceeding
           ----------
     (including,  without  limitation,  an  investigation or partial proceeding,
     such  as  a  deposition),  whether  commenced  or  threatened.

          "Prospectus"  means  the  prospectus  included  in  the  Registration
           ----------
     Statement  (including,  without  limitation, a prospectus that includes any
     information  previously  omitted  from  a  prospectus  filed  as part of an
     effective  registration  statement  in  reliance upon Rule 430A promulgated
     under  the  Securities  Act),  as amended or supplemented by any prospectus
     supplement, with respect to the terms of the offering of any portion of the
     Registrable Securities covered by the Registration Statement, and all other
     amendments  and  supplements  to  the  Prospectus, including post-effective
     amendments,  and  all  material  incorporated  by reference or deemed to be
     incorporated  by  reference  in  such  Prospectus.


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<PAGE>
          "Registrable  Securities"  means  all  of  the  Shares and the Warrant
           -----------------------
     Shares,  together  with  any shares of Common Stock issued or issuable upon
     any  stock  split,  dividend  or  other  distribution,  recapitalization or
     similar  event  with  respect  to  the  foregoing.

          "Registration Statement" means the registration statements required to
           ----------------------
     be filed hereunder, including (in each case) the Prospectus, amendments and
     supplements to the registration statement or Prospectus, including pre- and
     post-effective  amendments,  all  exhibits  thereto,  and  all  material
     incorporated  by reference or deemed to be incorporated by reference in the
     registration  statement.

          "Rule  415"  means  Rule 415 promulgated by the Commission pursuant to
           ---------
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  purpose  and  effect  as  such  Rule.

          "Rule  424"  means  Rule 424 promulgated by the Commission pursuant to
           ---------
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  purpose  and  effect  as  such  Rule.

     2.   Registration.
          ------------

          (a)  On  or  prior  to  the Filing Date, the Company shall prepare and
     file  with the Commission the Registration Statement covering the resale of
     all  of  the  Registrable  Securities  for  an  offering  to  be  made on a
     continuous  basis pursuant to Rule 415. The Registration Statement required
     hereunder shall be on Form SB-2 (except if the Company is not then eligible
     to  register  for  resale the Registrable Securities on Form SB-2, in which
     case  the  Registration  shall be on another appropriate form in accordance
     herewith).  The  Registration  Statement  required  hereunder shall contain
     (except  if  otherwise  directed by the Holders) substantially the "Plan of
                                                                         -------
     Distribution"  attached  hereto  as  Annex  A. Subject to the terms of this
     ------------                         --------
     Agreement, the Company shall use its best efforts to cause the Registration
     Statement  to be declared effective under the Securities Act as promptly as
     possible  after  the  filing  thereof,  but in any event not later than the
     Effectiveness Date, and shall use its best efforts to keep the Registration
     Statement  continuously  effective  under the Securities Act until the date
     when  all Registrable Securities covered by the Registration Statement have
     been  sold  or  may  be  sold  without volume restrictions pursuant to Rule
     144(k)  as  determined  by the counsel to the Company pursuant to a written
     opinion  letter  to  such effect, addressed and acceptable to the Company's
     transfer  agent  and  the  affected  Holders  (the "Effectiveness Period").
                                                         --------------------

          (b)  If:  (i) a Registration Statement is not filed on or prior to the
     Filing  Date  (if  the  Company  files  a  Registration  Statement  without
     affording  the  Holder the opportunity to review and comment on the same as
     required by Section 3(a), the Company shall not be deemed to have satisfied
     this  clause  (i)), or (ii) the Company fails to file with the Commission a
     request  for acceleration in accordance with Rule 461 promulgated under the
     Securities  Act,  within  five Trading Days of the date that the Company is
     notified  (orally  or  in  writing, whichever is earlier) by the Commission
     that  a Registration Statement will not be "reviewed," or is not subject to
     further review, or (iii) prior to the date when such Registration Statement
     is  first declared effective by the Commission, the Company fails to file a
     pre-effective  amendment  and otherwise respond in writing to comments made
     by  the  Commission  in  respect  of  such Registration Statement within 10
     calendar  days  after  the  receipt  of  comments  by  or  notice  from the
     Commission  that  such  amendment  is  required in order for a Registration
     Statement  to be declared effective, or (iv) a Registration Statement filed
     or  required  to  be  filed  hereunder  is  not  declared  effective by the
     Commission on or before the Effectiveness Date, or (v) after a Registration
     Statement  is first declared effective by the Commission, it ceases for any
     reason  to  remain  continuously effective as to all Registrable Securities
     for  which it is required to be effective, or the Holders are not permitted
     to  utilize  the  Prospectus therein to resell such Registrable Securities,
     for  in  any such case 10 consecutive days but no more than an aggregate of
     15  days  during any 12 month period (which need not be consecutive Trading
     Days)(any  such  failure or breach being referred to as an "Event," and for
                                                                 -----
     purposes  of clause (i) or (iv) the date on which such Event occurs, or for
     purposes  of  clause (ii) the date on which such five Trading Day period is
     exceeded,  or  for purposes of clause (iii) the date which such 10 calendar
     days  is  exceeded, or for purposes of clause (v) the date on which such 10
     or  15  day  period, as applicable, is exceeded being referred to as "Event
                                                                           -----
     Date"), then in addition to any other rights the Holders may have hereunder
     ----
     or  under  applicable  law:  (x)  on  each  such


                                      --  2
<PAGE>
     Event  Date  the  Company  shall  pay  to each Holder an amount in cash, as
     liquidated  damages  and  not  as a penalty, equal to 1.5% of the aggregate
     purchase  price  paid by such Holder pursuant to the Purchase Agreement for
     any  Registrable  Securities  then  held  by  such  Holder; and (y) on each
     monthly  anniversary of each such Event Date (if the applicable Event shall
     not  have been cured by such date) until the applicable Event is cured, the
     Company  shall  pay to each Holder an amount in cash, as liquidated damages
     and  not  as  a  penalty, 2.0% of the aggregate purchase price paid by such
     Holder  pursuant  to  the Purchase Agreement for any Registrable Securities
     then  held  by  such  Holder.  If  the  Company fails to pay any liquidated
     damages  pursuant  to this Section in full within seven days after the date
     payable,  the  Company will pay interest thereon at a rate of 15% per annum
     (or  such  lesser maximum amount that is permitted to be paid by applicable
     law)  to  the  Holder, accruing daily from the date such liquidated damages
     are  due  until  such  amounts, plus all such interest thereon, are paid in
     full.  The liquidated damages pursuant to the terms hereof shall apply on a
     daily  pro-rata  basis  for  any portion of a month prior to the cure of an
     Event.

     3.   Registration Procedures
          -----------------------

          In  connection  with the Company's registration obligations hereunder,
the  Company  shall:

          (a)  Not  less  than  five  Trading  Days  prior  to the filing of the
     Registration  Statement  and  not  less  than two Trading Days prior to the
     filing  of  any  related Prospectus or any amendment or supplement thereto,
     the  Company shall, (i) furnish to the Holders copies of all such documents
     proposed  to  be  filed  (including  documents  incorporated  or  deemed
     incorporated  by  reference  to  the extent requested by such Person) which
     documents will be subject to the review of such Holders, and (ii) cause its
     officers  and  directors,  counsel  and  independent  certified  public
     accountants  to  respond  to  such  inquiries as shall be necessary, in the
     reasonable  opinion  of  respective  counsel  to  conduct  a  reasonable
     investigation  within  the meaning of the Securities Act. The Company shall
     not  file  the  Registration  Statement  or  any  such  Prospectus  or  any
     amendments or supplements thereto to which the Holders of a majority of the
     Registrable Securities shall reasonably object in good faith, provided that
     the  Company  is  notified  of  such  objection  in writing no later than 5
     Trading  Days or 2 Trading Days, as applicable, after the Holders have been
     so  furnished  copies  of  such  documents.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including  post-effective amendments, to the Registration Statement and the
     Prospectus  used  in  connection  therewith as may be necessary to keep the
     Registration  Statement  continuously  effective  as  to  the  applicable
     Registrable  Securities  for  the Effectiveness Period and prepare and file
     with  the  Commission  such  additional Registration Statements in order to
     register  for  resale  under  the  Securities  Act  all  of the Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any required Prospectus supplement, and as so supplemented or amended to
     be  filed  pursuant  to  Rule  424; (iii) respond as promptly as reasonably
     possible  to  any comments received from the Commission with respect to the
     Registration  Statement  or  any  amendment  thereto  and,  as  promptly as
     reasonably  possible,  upon  request, provide the Holders true and complete
     copies  of  all  correspondence  from and to the Commission relating to the
     Registration  Statement;  and (iv) comply in all material respects with the
     provisions  of  the Securities Act and the Exchange Act with respect to the
     disposition  of  all  Registrable  Securities  covered  by the Registration
     Statement  during  the  applicable  period  in accordance with the intended
     methods of disposition by the Holders thereof set forth in the Registration
     Statement  as  so  amended  or  in  such  Prospectus  as  so  supplemented.

          (c)  Notify  the  Holders  of  Registrable  Securities  to  be sold as
     promptly  as  reasonably  possible  and  (if  requested by any such Person)
     confirm  such  notice  in  writing promptly following the day (i)(A) when a
     Prospectus  or any Prospectus supplement or post-effective amendment to the
     Registration  Statement  is  proposed  to be filed; (B) when the Commission
     notifies  the  Company whether there will be a "review" of the Registration
     Statement  and  whenever  the  Commission  comments  in  writing  on  the
     Registration  Statement  (the  Company  shall upon request provide true and
     complete  copies  thereof  and all written responses thereto to each of the
     Holders);  and  (C)  with  respect  to  the  Registration  Statement or any
     post-effective  amendment,  when the same has become effective; (ii) of any
     request  by  the  Commission  or  any  other  Federal or state governmental
     authority  during the period of effectiveness of the Registration Statement
     for  amendments  or supplements to the Registration Statement or Prospectus
     or  for  additional


                                      --  3
<PAGE>
     information;  (iii)  of the issuance by the Commission or any other federal
     or  state  governmental  authority  of  any  stop  order  suspending  the
     effectiveness  of  the  Registration  Statement  covering any or all of the
     Registrable  Securities  or  the  initiation  of  any  Proceedings for that
     purpose;  (iv)  of  the  receipt  by  the  Company of any notification with
     respect  to  the  suspension  of  the  qualification  or  exemption  from
     qualification  of  any  of  the  Registrable  Securities  for  sale  in any
     jurisdiction,  or  the initiation or threatening of any Proceeding for such
     purpose;  and  (v)  of  the occurrence of any event or passage of time that
     makes  the  financial  statements  included  in  the Registration Statement
     ineligible  for inclusion therein or any statement made in the Registration
     Statement  or  Prospectus  or  any  document  incorporated  or deemed to be
     incorporated  therein  by  reference untrue in any material respect or that
     requires  any  revisions to the Registration Statement, Prospectus or other
     documents  so  that,  in  the  case  of  the  Registration Statement or the
     Prospectus, as the case may be, it will not contain any untrue statement of
     a  material  fact  or omit to state any material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they  were  made,  not  misleading.

          (d)  Use commercially reasonable efforts to avoid the issuance of, or,
     if  issued,  obtain  the  withdrawal  of  (i)  any  order  suspending  the
     effectiveness  of the Registration Statement, or (ii) any suspension of the
     qualification  (or  exemption from qualification) of any of the Registrable
     Securities  for  sale  in  any  jurisdiction,  at  the earliest practicable
     moment.

          (e)  Furnish  to  each  Holder, without charge, at least one conformed
     copy  of  the  Registration Statement and each amendment thereto, including
     financial statements and schedules, all documents incorporated or deemed to
     be  incorporated  therein  by  reference  to  the  extent requested by such
     Person,  and all exhibits to the extent requested by such Person (including
     those previously furnished or incorporated by reference) promptly after the
     filing  of  such  documents  with  the  Commission.

          (f)  Promptly  deliver  to each Holder, without charge, as many copies
     of  the  Prospectus or Prospectuses (including each form of prospectus) and
     each amendment or supplement thereto as such Persons may reasonably request
     in connection with resales by the Holder of Registrable Securities. Subject
     to  the  terms of this Agreement, the Company hereby consents to the use of
     such  Prospectus  and  each  amendment or supplement thereto by each of the
     selling Holders in connection with the offering and sale of the Registrable
     Securities  covered  by  such  Prospectus  and  any amendment or supplement
     thereto,  except  after  the giving on any notice pursuant to Section 3(c).

          (g)  Prior  to  any  resale of Registrable Securities by a Holder, use
     its  commercially  reasonable  efforts  to register or qualify or cooperate
     with  the  selling  Holders  in  connection  with  the  registration  or
     qualification (or exemption from the Registration or qualification) of such
     Registrable Securities for the resale by the Holder under the securities or
     Blue  Sky laws of such jurisdictions within the United States as any Holder
     reasonably  requests  in  writing,  to  keep  each  such  Registration  or
     qualification  (or  exemption therefrom) effective during the Effectiveness
     Period  and  to do any and all other acts or things reasonably necessary to
     enable  the disposition in such jurisdictions of the Registrable Securities
     covered by the Registration Statement; provided, that the Company shall not
                                            --------
     be  required  to qualify generally to do business in any jurisdiction where
     it is not then so qualified, subject the Company to any material tax in any
     such jurisdiction where it is not then so subject or file a general consent
     to  service  of  process  in  any  such  jurisdiction.

          (h)  If  requested  by  the  Holders,  cooperate  with  the Holders to
     facilitate the timely preparation and delivery of certificates representing
     Registrable  Securities  to  be  delivered  to a transferee pursuant to the
     Registration  Statement,  which  certificates  shall be free, to the extent
     permitted  by  the  Purchase  Agreement, of all restrictive legends, and to
     enable  such  Registrable  Securities  to  be  in  such  denominations  and
     registered  in  such  names  as  any  such  Holders  may  request.

          (i)  Upon the occurrence of any event contemplated by Section 3(c)(v),
     as  promptly  as  reasonably  possible,  prepare a supplement or amendment,
     including  a  post-effective  amendment, to the Registration Statement or a
     supplement to the related Prospectus or any document incorporated or deemed
     to  be  incorporated  therein  by  reference,  and  file any other required
     document  so  that,  as  thereafter  delivered,  neither  the  Registration
     Statement  nor  such  Prospectus  will  contain  an  untrue  statement of a


                                      --  4
<PAGE>
     material  fact  or  omit  to  state  a  material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they were made, not misleading. If the Company
     notifies the Holders in accordance with clauses (ii) through (v) of Section
     3(c)  above  to  suspend  the  use  of  the use of any Prospectus until the
     requisite changes to such Prospectus have been made, then the Holders shall
     suspend  use  of  such Prospectus. The Company will use its best efforts to
     ensure  that  the  use  of  the Prospectus may be resumed as promptly as is
     practicable. The Company shall be entitled to exercise its right under this
     Section  3(i)  to  suspend the availability of a Registration Statement and
     Prospectus,  subject  to  the  payment  of  liquidated  damages pursuant to
     Section  2(b),  for  a  period  not  to  exceed  60 days (which need not be
     consecutive  days)  in  any  12  month  period.

          (j)  Comply  with  all  applicable  rules  and  regulations  of  the
     Commission.

          (k)  The  Company  may require each Holder to furnish to the Company a
     certified statement as to the number of shares of Common Stock beneficially
     owned by such Holder and, if required by the Commission, the person thereof
     that has voting and dispositive control over the Shares. During any periods
     that  the  Company is unable to meet its obligations hereunder with respect
     to the registration of the Registrable Securities solely because any Holder
     fails  to  furnish  such  information  within  three  Trading  Days  of the
     Company's request, any liquidated damages that are accruing at such time as
     to  such Holder only shall be tolled and any Event that may otherwise occur
     solely  because  of  such  delay shall be suspended as to such Holder only,
     until  such  information  is  delivered  to  the  Company.

     4.   Registration  Expenses.  All  fees  and  expenses  incident  to  the
          ----------------------
performance  of  or compliance with this Agreement by the Company shall be borne
by  the  Company  whether or not any Registrable Securities are sold pursuant to
the  Registration Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to  be  made with the Trading Market on which the Common Stock is then
listed  for  trading,  and (B) in compliance with applicable state securities or
Blue  Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if  the  printing  of  prospectuses  is reasonably requested by the holders of a
majority  of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel  for the Company, (v) Securities Act liability insurance, if the Company
so  desires  such  insurance,  and  (vi)  fees and expenses of all other Persons
retained  by the Company in connection with the consummation of the transactions
contemplated  by  this Agreement.  In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the  transactions contemplated by this Agreement (including, without limitation,
all  salaries  and  expenses  of  its officers and employees performing legal or
accounting  duties),  the  expense of any annual audit and the fees and expenses
incurred  in  connection  with  the listing of the Registrable Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for  any  broker  or  similar  commissions or, except to the extent
provided  for in the Transaction Documents, any legal fees or other costs of the
Holders,  including,  without limitation, any legal fees or costs of the Holders
associated  with  the  review  and  response  procedures set forth in Section 3.

     5.   Indemnification
          ---------------

          (a)  Indemnification  by  the  Company.  The  Company  shall,
               ---------------------------------
     notwithstanding  any  termination  of  this  Agreement,  indemnify and hold
     harmless each Holder, the officers, directors, agents and employees of each
     of  them,  each  Person who controls any such Holder (within the meaning of
     Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
     officers,  directors, agents and employees of each such controlling Person,
     to the fullest extent permitted by applicable law, from and against any and
     all  losses,  claims,  damages,  liabilities,  costs  (including,  without
     limitation,  reasonable  attorneys'  fees)  and  expenses  (collectively,
     "Losses"), as incurred, arising out of or relating to any untrue or alleged
      ------
     untrue  statement  of  a  material  fact  contained  in  the  Registration
     Statement,  any Prospectus or any form of prospectus or in any amendment or
     supplement  thereto  or in any preliminary prospectus, or arising out of or
     relating to any omission or alleged omission of a material fact required to
     be  stated therein or necessary to make the statements therein (in the case
     of  any Prospectus or form of prospectus or supplement thereto, in light of
     the circumstances under which they were made) not misleading, except to the
     extent,  but  only  to  the  extent,  that  (i)  such  untrue statements or
     omissions  are  based  solely  upon  information  regarding  such


                                      --  5
<PAGE>
     Holder furnished in writing to the Company by such Holder expressly for use
     therein,  or  to the extent that such information relates to such Holder or
     such Holder's proposed method of distribution of Registrable Securities and
     was  provided  to the Holder for review in accordance with Section 3(a) (it
     being  understood  that  the  Holder  has  approved Annex A hereto for this
     purpose)  or  (ii)  in  the  case  of an occurrence of an event of the type
     specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
     defective  Prospectus after the Company has notified such Holder in writing
     that  the  Prospectus  is outdated or defective and prior to the receipt by
     such  Holder  of the Advice contemplated in Section 6(d). The Company shall
     notify  the Holders promptly of the institution, threat or assertion of any
     Proceeding  of  which  the  Company  is  aware  in  connection  with  the
     transactions  contemplated  by  this  Agreement.

          (b)  Indemnification  by Holders. Each Holder shall, severally and not
               ---------------------------
     jointly,  indemnify and hold harmless the Company, its directors, officers,
     agents  and  employees,  each  Person  who controls the Company (within the
     meaning  of Section 15 of the Securities Act and Section 20 of the Exchange
     Act),  and the directors, officers, agents or employees of such controlling
     Persons,  to  the  fullest  extent  permitted  by  applicable law, from and
     against  all  Losses,  as  incurred,  to the extent arising out of or based
     solely  upon:  (x)  such  Holder's  failure  to  comply with the prospectus
     delivery  requirements  of  the Securities Act or (y) any untrue or alleged
     untrue  statement  of  a  material  fact  contained  in  any  Registration
     Statement,  any  Prospectus, or any form of prospectus, or in any amendment
     or  supplement  thereto or in any preliminary prospectus, or arising out of
     or relating to any omission or alleged omission of a material fact required
     to  be  stated  therein  or  necessary  to  make the statements therein not
     misleading  (i)  to  the  extent,  but only to the extent, that such untrue
     statement  or  omission  is  contained  in  any information so furnished in
     writing  by  such  Holder  to the Company specifically for inclusion in the
     Registration  Statement  or  such Prospectus or (ii) to the extent that (1)
     such  untrue  statements  or  omissions  are  based solely upon information
     regarding  such  Holder  furnished in writing to the Company by such Holder
     expressly  for  use therein, or to the extent that such information relates
     to  such  Holder  or  such  Holder's  proposed  method  of  distribution of
     Registrable  Securities  and  was  provided  to  the  Holder  for review in
     accordance  with  Section  3(a)  (it  being  understood that the Holder has
     approved  Annex A hereto for this purpose), such Prospectus or such form of
     Prospectus  or in any amendment or supplement thereto or (2) in the case of
     an  occurrence  of  an event of the type specified in Section 3(c)(ii)-(v),
     the  use  by  such  Holder of an outdated or defective Prospectus after the
     Company has notified such Holder in writing that the Prospectus is outdated
     or  defective  and  prior  to  the  receipt  by  such  Holder of the Advice
     contemplated  in  Section  6(d).  In  no  event  shall the liability of any
     selling Holder hereunder be greater in amount than the dollar amount of the
     net  proceeds  received  by  such  Holder  upon the sale of the Registrable
     Securities  giving  rise  to  such  indemnification  obligation.

          (c)  Conduct  of  Indemnification Proceedings. If any Proceeding shall
               ----------------------------------------
     be  brought  or asserted against any Person entitled to indemnity hereunder
     (an  "Indemnified Party"), such Indemnified Party shall promptly notify the
           -----------------
     Person from whom indemnity is sought (the "Indemnifying Party") in writing,
                                                ------------------
     and  the  Indemnifying  Party  shall  have  the right to assume the defense
     thereof, including the employment of counsel reasonably satisfactory to the
     Indemnified  Party  and  the  payment  of all fees and expenses incurred in
     connection  with  defense  thereof;  provided,  that  the  failure  of  any
     Indemnified  Party  to  give such notice shall not relieve the Indemnifying
     Party  of its obligations or liabilities pursuant to this Agreement, except
     (and  only) to the extent that it shall be finally determined by a court of
     competent  jurisdiction  (which  determination  is not subject to appeal or
     further  review)  that  such failure shall have prejudiced the Indemnifying
     Party.

          An  Indemnified  Party shall have the right to employ separate counsel
     in  any  such Proceeding and to participate in the defense thereof, but the
     fees  and  expenses  of  such  counsel  shall  be  at  the  expense of such
     Indemnified  Party or Parties unless: (1) the Indemnifying Party has agreed
     in  writing to pay such fees and expenses; (2) the Indemnifying Party shall
     have failed promptly to assume the defense of such Proceeding and to employ
     counsel  reasonably  satisfactory  to  such  Indemnified  Party in any such
     Proceeding;  or (3) the named parties to any such Proceeding (including any
     impleaded parties) include both such Indemnified Party and the Indemnifying
     Party,  and such Indemnified Party shall reasonably believe that a material
     conflict  of  interest  is  likely  to  exist  if  the same counsel were to
     represent such Indemnified Party and the Indemnifying Party (in which case,
     if  such  Indemnified Party notifies the Indemnifying Party in writing that
     it  elects  to  employ  separate counsel at the expense of the Indemnifying
     Party,  the  Indemnifying  Party  shall  not  have  the right to assume the
     defense  thereof  and  the  reasonable  fees  and


                                      --  6
<PAGE>
     expenses  of  one  separate  counsel  shall  be  at  the  expense  of  the
     Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
     settlement  of  any  such  Proceeding effected without its written consent,
     which  consent  shall  not  be unreasonably withheld. No Indemnifying Party
     shall,  without  the prior written consent of the Indemnified Party, effect
     any  settlement  of  any  pending  Proceeding  in  respect  of  which  any
     Indemnified  Party  is  a  party,  unless  such  settlement  includes  an
     unconditional  release  of  such  Indemnified  Party  from all liability on
     claims  that  are  the  subject  matter  of  such  Proceeding.

          Subject  to  the  terms  of  this  Agreement,  all reasonable fees and
     expenses  of  the Indemnified Party (including reasonable fees and expenses
     to  the  extent  incurred  in connection with investigating or preparing to
     defend  such  Proceeding  in  a  manner not inconsistent with this Section)
     shall  be  paid  to  the Indemnified Party, as incurred, within ten Trading
     Days  of  written  notice thereof to the Indemnifying Party; provided, that
                                                                  --------
     the  Indemnified  Party shall promptly reimburse the Indemnifying Party for
     that portion of such fees and expenses applicable to such actions for which
     such  Indemnified  Party  is  not  entitled  to  indemnification hereunder,
     determined  based  upon  the  relative  faults  of  the  parties.

          (d)  Contribution.  If  a claim for indemnification under Section 5(a)
               ------------
     or  5(b) is unavailable to an Indemnified Party (by reason of public policy
     or  otherwise),  then each Indemnifying Party, in lieu of indemnifying such
     Indemnified  Party,  shall contribute to the amount paid or payable by such
     Indemnified  Party  as  a  result  of such Losses, in such proportion as is
     appropriate  to  reflect  the  relative fault of the Indemnifying Party and
     Indemnified  Party  in connection with the actions, statements or omissions
     that  resulted  in  such  Losses  as  well  as any other relevant equitable
     considerations.  The  relative  fault  of  such  Indemnifying  Party  and
     Indemnified  Party shall be determined by reference to, among other things,
     whether  any  action  in  question,  including any untrue or alleged untrue
     statement  of a material fact or omission or alleged omission of a material
     fact,  has  been  taken  or made by, or relates to information supplied by,
     such  Indemnifying  Party  or  Indemnified Party, and the parties' relative
     intent,  knowledge,  access  to  information  and opportunity to correct or
     prevent such action, statement or omission. The amount paid or payable by a
     party  as a result of any Losses shall be deemed to include, subject to the
     limitations set forth in this Agreement, any reasonable attorneys' or other
     reasonable  fees  or expenses incurred by such party in connection with any
     Proceeding  to  the  extent such party would have been indemnified for such
     fees  or  expenses  if the indemnification provided for in this Section was
     available  to  such  party  in  accordance  with  its  terms.

          The  parties  hereto  agree that it would not be just and equitable if
     contribution  pursuant  to  this  Section  5(d) were determined by pro rata
     allocation  or  by  any  other method of allocation that does not take into
     account  the  equitable  considerations  referred  to  in  the  immediately
     preceding  paragraph.  Notwithstanding the provisions of this Section 5(d),
     no  Holder shall be required to contribute, in the aggregate, any amount in
     excess of the amount by which the proceeds actually received by such Holder
     from  the  sale  of  the  Registrable  Securities subject to the Proceeding
     exceeds  the  amount  of  any  damages  that such Holder has otherwise been
     required  to  pay  by  reason of such untrue or alleged untrue statement or
     omission  or  alleged omission, except in the case of fraud by such Holder.

          The  indemnity  and  contribution agreements contained in this Section
     are  in addition to any liability that the Indemnifying Parties may have to
     the  Indemnified  Parties.

     6.   Miscellaneous
          -------------

          (a)  Remedies.  In  the  event  of  a  breach  by  the Company or by a
               --------
     Holder,  of  any  of their obligations under this Agreement, each Holder or
     the  Company, as the case may be, in addition to being entitled to exercise
     all  rights  granted by law and under this Agreement, including recovery of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.  The  Company  and each Holder agree that monetary damages would
     not  provide  adequate  compensation for any losses incurred by reason of a
     breach  by it of any of the provisions of this Agreement and hereby further
     agrees that, in the event of any action for specific performance in respect
     of  such  breach,  it shall waive the defense that a remedy at law would be
     adequate.


                                      --  7
<PAGE>
          (b)  No  Piggyback  on  Registrations.  The  Company  may  include
               --------------------------------
     securities  of  the  Company  in  a  Registration  Statement other than the
     Registrable  Securities,  provided  that  the  total  number  of securities
     included  may not be in excess of 130,000 shares of Common Stock (including
     any shares underlying Common Stock Equivalents). The Company shall not file
     any  other registration statement until after the Effective Date except for
     registration  statements  on Form S-8 to register any currently outstanding
     stock  plans.

          (c)  Compliance.  Each Holder covenants and agrees that it will comply
               ----------
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it  in  connection  with  sales  of  Registrable Securities
     pursuant  to  the  Registration  Statement.

          (d)  Discontinued  Disposition.  Each Holder agrees by its acquisition
               -------------------------
     of  such  Registrable  Securities  that,  upon receipt of a notice from the
     Company  of  the  occurrence  of any event of the kind described in Section
     3(c),  such  Holder  will  forthwith  discontinue  disposition  of  such
     Registrable Securities under the Registration Statement until such Holder's
     receipt  of  the  copies  of  the  supplemented  Prospectus  and/or amended
     Registration  Statement or until it is advised in writing (the "Advice") by
                                                                     ------
     the  Company that the use of the applicable Prospectus may be resumed, and,
     in  either  case,  has  received  copies  of any additional or supplemental
     filings  that are incorporated or deemed to be incorporated by reference in
     such  Prospectus  or  Registration Statement. The Company will use its best
     efforts to ensure that the use of the Prospectus may be resumed as promptly
     as  it  practicable.  The  Company agrees and acknowledges that any periods
     during  which  the Holder is required to discontinue the disposition of the
     Registrable  Securities  hereunder  shall  be  subject to the provisions of
     Section  2(b).

          (e)  Piggy-Back  Registrations.  If  at  any  time  during  the
               -------------------------
     Effectiveness  Period  there  is  not  an  effective Registration Statement
     covering  all of the Registrable Securities and the Company shall determine
     to  prepare  and file with the Commission a registration statement relating
     to  an  offering  for  its  own  account or the account of others under the
     Securities  Act  of any of its equity securities, other than on Form S-4 or
     Form  S-8  (each  as  promulgated  under  the Securities Act) or their then
     equivalents relating to equity securities to be issued solely in connection
     with  any  acquisition  of  any  entity  or  business  or equity securities
     issuable  in  connection  with  the  stock option or other employee benefit
     plans,  then the Company shall send to each Holder a written notice of such
     determination  and,  if  within fifteen days after the date of such notice,
     any  such  Holder shall so request in writing, the Company shall include in
     such  registration statement all or any part of such Registrable Securities
     such  Holder  requests  to  be registered, subject to customary underwriter
     cutbacks  applicable  to  all  holders  of  registration  rights.

          (f)  Amendments  and  Waivers.  The  provisions  of  this  Agreement,
               ------------------------
     including  the provisions of this sentence, may not be amended, modified or
     supplemented,  and  waivers  or  consents to departures from the provisions
     hereof  may not be given, unless the same shall be in writing and signed by
     the Company and each Holder of the then outstanding Registrable Securities.

          (g)  Notices.  Any  and  all  notices  or  other  communications  or
               -------
     deliveries  required or permitted to be provided hereunder shall be made in
     accordance  with  the  provisions  of  the  Purchase  Agreement.

          (h)  Successors  and  Assigns.  This  Agreement  shall  inure  to  the
               ------------------------
     benefit of and be binding upon the successors and permitted assigns of each
     of  the  parties and shall inure to the benefit of each Holder. Each Holder
     may  assign  their  respective  rights  hereunder  in the manner and to the
     Persons  as  permitted  under  the  Purchase  Agreement.

          (i)  Execution  and  Counterparts.  This  Agreement may be executed in
               ----------------------------
     any  number of counterparts, each of which when so executed shall be deemed
     to be an original and, all of which taken together shall constitute one and
     the  same  Agreement.  In  the  event  that  any  signature is delivered by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of  the  party  executing (or on whose behalf such signature is
     executed)  the  same  with  the  same force and effect as if such facsimile
     signature  were  the  original  thereof.


                                      --  8
<PAGE>
          (j)  Governing  Law.  All  questions  concerning  the  construction,
               --------------
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     determined  with  the  provisions  of  the  Purchase  Agreement.

          (k)  Cumulative Remedies.  The remedies provided herein are cumulative
               -------------------
     and  not  exclusive  of  any  remedies  provided  by  law.

          (l)  Severability.  If any term, provision, covenant or restriction of
               ------------
     this  Agreement is held by a court of competent jurisdiction to be invalid,
     illegal,  void  or  unenforceable,  the remainder of the terms, provisions,
     covenants  and restrictions set forth herein shall remain in full force and
     effect  and  shall  in no way be affected, impaired or invalidated, and the
     parties  hereto shall use their commercially reasonable efforts to find and
     employ  an  alternative means to achieve the same or substantially the same
     result  as  that  contemplated  by  such  term,  provision,  covenant  or
     restriction.  It  is  hereby stipulated and declared to be the intention of
     the  parties that they would have executed the remaining terms, provisions,
     covenants  and  restrictions  without  including  any  of  such that may be
     hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (m)  Headings.  The  headings in this Agreement are for convenience of
               --------
     reference  only and shall not limit or otherwise affect the meaning hereof.

          (n)  Independent  Nature  of  Purchasers' Obligations and Rights.  The
               -----------------------------------------------------------
     obligations  of  each  Holder  hereunder are several and not joint with the
     obligations  of  any  other  Holder  hereunder,  and  no  Holder  shall  be
     responsible  in any way for the performance of the obligations of any other
     Holder  hereunder.  Nothing  contained  herein or in any other agreement or
     document  delivered  at  any  closing,  and  no  action taken by any Holder
     pursuant  hereto or thereto, shall be deemed to constitute the Holders as a
     partnership,  an  association, a joint venture or any other kind of entity,
     or  create  a presumption that the Holders are in any way acting in concert
     with  respect  to such obligations or the transactions contemplated by this
     Agreement. Each Holder shall be entitled to protect and enforce its rights,
     including  without limitation the rights arising out of this Agreement, and
     it  shall  not  be  necessary  for  any  other  Holder  to  be joined as an
     additional  party  in  any  proceeding  for  such  purpose.

                            *************************


                                      --  9
<PAGE>
                                                                       EXHIBIT A

          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.

                         ELINEAR, INC.


                         By: _____________________________________
                              Name:
                              Title:


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                     --  10
<PAGE>
                    [PURCHASER'S SIGNATURE PAGE TO ELIN RRA]


                       NAME OF PURCHASER:


                       By: _____________________________________
                           Name:
                           Title:


                      [PURCHASERS' SIGNATURE PAGE FOLLOWS]


                                     --  11
<PAGE>
                    [PURCHASER'S SIGNATURE PAGE TO ELIN RRA]


NAME OF PURCHASER:


By:_____________________________________
   Name:
   Title:


                                     --  12
<PAGE>
                                     ANNEX A

                              Plan of Distribution
                              --------------------

     The Selling Stockholders (the "Selling Stockholders") of the common stock
                                    --------------------
("Common Stock") of eLinear, Inc. (the "Company") and any of their pledgees,
  ------------                          -------
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions.  These sales may be
at fixed or negotiated prices.  The Selling Stockholders may use any one or more
of the following methods when selling shares:

     -    ordinary brokerage transactions and transactions in which the
          broker-dealer solicits purchasers;

     -    block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

     -    purchases by a broker-dealer as principal and resale by the
          broker-dealer for its account;

     -    an exchange distribution in accordance with the rules of the
          applicable exchange;

     -    privately negotiated transactions;

     -    settlement of short sales entered into after the date of this
          prospectus;

     -    broker-dealers may agree with the Selling Stockholders to sell a
          specified number of such shares at a stipulated price per share;

     -    a combination of any such methods of sale;

     -    through the writing or settlement of options or other hedging
          transactions, whether through an options exchange or otherwise; or

     -    any other method permitted pursuant to applicable law.

     The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
                                         --------------
than under this prospectus.

     Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

     In connection with the sale of our common stock or interests therein, the
Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume.  The Selling
Stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities.  The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  The Selling


                                     --  13
<PAGE>
Stockholders have informed the Company that it does not have any agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock.

     The Company is required to pay certain fees and expenses incurred by the
Company incident to the registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.


                                     --  14
<PAGE>

</TEXT>
</DOCUMENT>
