ELINEAR INC
FORM OF CLASS A WARRANT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc3.txt
<DESCRIPTION>FORM OF CLASS A WARRANT
<TEXT>
                                                                       EXHIBIT C

                                  EXHIBIT 10.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
                                                                      ----------
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
---
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS  AS  EVIDENCED  BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY  ACCEPTABLE  TO  THE  COMPANY  TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL  BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH  A  BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER  LOAN  WITH  A  FINANCIAL  INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED  IN  RULE  501(a)  UNDER  THE  SECURITIES  ACT.

                     SERIES A COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                  ELINEAR, INC.

          THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for
                                                   -------
value  received,  _____________  (the "Holder"), is entitled, upon the terms and
                                       ------
subject to the limitations on exercise and the conditions hereinafter set forth,
at  any  time  on  or  after  the date of issuance of this Warrant (the "Initial
                                                                         -------
Exercise Date") and on or prior to the fifth anniversary of the Initial Exercise
-------------
Date  (the "Termination Date") but not thereafter, to subscribe for and purchase
            ----------------
from  eLinear,  Inc.,  a  corporation incorporated in the State of Delaware (the
"Company"),  up  to  ____________ shares (the "Warrant Shares") of Common Stock,
 -------                                       --------------
par  value  $0.02  per share, of the Company (the "Common Stock").  The purchase
                                                   ------------
price  of  one  share  of Common Stock (the "Exercise Price") under this Warrant
                                             --------------
shall  be  $1.89,  subject  to adjustment hereunder.  The Exercise Price and the
number  of  Warrant Shares for which the Warrant is exercisable shall be subject
to  adjustment  as  provided  herein.  CAPITALIZED  TERMS USED AND NOT OTHERWISE
DEFINED  HEREIN  SHALL  HAVE  THE  MEANINGS SET FORTH IN THAT CERTAIN SECURITIES
PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED JANUARY 12, 2004, AMONG THE
                         ------------------
COMPANY  AND  THE  PURCHASERS  SIGNATORY  THERETO.


          1.   Title  to  Warrant.  Prior to the Termination Date and subject to
               ------------------
compliance  with applicable laws and Section 7 of this Warrant, this Warrant and
all  rights  hereunder  are  transferable, in whole or in part, at the office or
agency  of  the  Company by the Holder in person or by duly authorized attorney,
upon  surrender of this Warrant together with the Assignment Form annexed hereto
properly  endorsed.  The  transferee shall sign an investment letter in form and
substance  reasonably  satisfactory  to  the  Company.

          2.   Authorization  of Shares.  The Company covenants that all Warrant
               ------------------------
Shares  which may be issued upon the exercise of the purchase rights represented
by  this  Warrant will, upon exercise of the purchase rights represented by this
Warrant,  be  duly  authorized, validly issued, fully paid and nonassessable and
free  from  all  taxes, liens and charges in respect of the issue thereof (other
than  taxes  in  respect  of  any transfer occurring contemporaneously with such
issue).

          3.   Exercise  of  Warrant.
               ---------------------

               (a)  Exercise  of the purchase rights represented by this Warrant
     may  be made at any time or times on or after the Initial Exercise Date and
     on  or  before  the  Termination  Date  by  delivery  to  the


                                        1
<PAGE>
     Company  of  a  duly executed facsimile copy of the Notice of Exercise Form
     annexed  hereto  (or  such  other office or agency of the Company as it may
     designate  by  notice in writing to the registered Holder at the address of
     such  Holder  appearing  on  the  books of the Company); provided, however,
                                                              --------  -------
     within  5  Trading Days of the date said Notice of Exercise is delivered to
     the  Company, the Holder shall have surrendered this Warrant to the Company
     and the Company shall have received payment of the aggregate Exercise Price
     of  the  shares thereby purchased by wire transfer or cashier's check drawn
     on  a United States bank. Certificates for shares purchased hereunder shall
     be  delivered  to the Holder within 5 Trading Days from the delivery to the
     Company  of  the  Notice  of  Exercise  Form, surrender of this Warrant and
     payment  of the aggregate Exercise Price as set forth above ("Warrant Share
                                                                   -------------
     Delivery Date"). This Warrant shall be deemed to have been exercised on the
     -------------
     later  of  the  date  the Notice of Exercise is delivered to the Company by
     facsimile  copy and the date the Exercise Price is received by the Company.
     The  Warrant  Shares shall be deemed to have been issued, and Holder or any
     other  person  so  designated  to  be named therein shall be deemed to have
     become  a  holder of record of such shares for all purposes, as of the date
     the  Warrant  has  been exercised by payment to the Company of the Exercise
     Price  and all taxes required to be paid by the Holder, if any, pursuant to
     Section  5  prior  to  the  issuance of such shares, have been paid. If the
     Company  fails  to  deliver  to  the  Holder  a certificate or certificates
     representing  the Warrant Shares pursuant to this Section 3(a) by the fifth
     Trading Day following the Warrant Share Delivery Date, then the Holder will
     have  the  right  to rescind such exercise. In addition to any other rights
     available  to  the  Holder, if the Company fails to deliver to the Holder a
     certificate  or certificates representing the Warrant Shares pursuant to an
     exercise  by  the  fifth Trading Day after the Warrant Share Delivery Date,
     and  if after such day the Holder is required by its broker to purchase (in
     an  open market transaction or otherwise) shares of Common Stock to deliver
     in  satisfaction  of  a  sale by the Holder of the Warrant Shares which the
     Holder  anticipated  receiving  upon  such  exercise (a "Buy-In"), then the
                                                              ------
     Company  shall  (1)  pay  in cash to the Holder the amount by which (x) the
     Holder's total purchase price (including brokerage commissions, if any) for
     the  shares of Common Stock so purchased exceeds (y) the amount obtained by
     multiplying  (A) the number of Warrant Shares that the Company was required
     to deliver to the Holder in connection with the exercise at issue times (B)
     the  price  at which the sell order giving rise to such purchase obligation
     was  executed,  and  (2)  at the option of the Holder, either reinstate the
     portion  of  the  Warrant and equivalent number of Warrant Shares for which
     such exercise was not honored or deliver to the Holder the number of shares
     of Common Stock that would have been issued had the Company timely complied
     with  its  exercise and delivery obligations hereunder. For example, if the
     Holder  purchases  Common Stock having a total purchase price of $11,000 to
     cover  a  Buy-In  with respect to an attempted exercise of shares of Common
     Stock  with an aggregate sale price giving rise to such purchase obligation
     of  $10,000,  under  clause  (1)  of the immediately preceding sentence the
     Company  shall  be  required  to  pay  the  Holder $1,000. The Holder shall
     provide  the  Company  written notice indicating the amounts payable to the
     Holder in respect of the Buy-In, together with applicable confirmations and
     other  evidence  reasonably  requested by the Company. Nothing herein shall
     limit  a  Holder's  right  to  pursue  any  other  remedies available to it
     hereunder,  at  law or in equity including, without limitation, a decree of
     specific performance and/or injunctive relief with respect to the Company's
     failure  to timely deliver certificates representing shares of Common Stock
     upon  exercise  of  the  Warrant  as required pursuant to the terms hereof.

               (b)  If  this  Warrant  shall  have  been  exercised in part, the
     Company  shall,  at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights  of  Holder to purchase the unpurchased Warrant Shares called for by
     this  Warrant,  which  new Warrant shall in all other respects be identical
     with  this  Warrant.

               (c)  The  Holder shall not have the right to exercise any portion
     of  this Warrant, pursuant to Section 3(a) or otherwise, to the extent that
     after  giving  effect to such issuance after exercise, the Holder (together
     with  the  Holder's  affiliates),  as set forth on the applicable Notice of
     Exercise, would beneficially own in excess of 4.99% of the number of shares
     of  the  Common  Stock  outstanding immediately after giving effect to such
     issuance.  For  purposes of the foregoing sentence, the number of shares of
     Common  Stock  beneficially  owned  by  the Holder and its affiliates shall
     include the number of shares of Common Stock issuable upon exercise of this
     Warrant  with  respect to which the determination of such sentence is being
     made, but shall exclude the number of shares of Common Stock which would be
     issuable  upon  (A) exercise of the remaining, nonexercised portion of this
     Warrant  beneficially  owned  by  the  Holder  or  any  of


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<PAGE>
     its  affiliates  and  (B)  exercise  or  conversion  of  the unexercised or
     nonconverted  portion  of  any  other securities of the Company (including,
     without  limitation,  any  other  Warrants)  subject  to  a  limitation  on
     conversion  or  exercise  analogous  to  the  limitation  contained  herein
     beneficially  owned  by  the Holder or any of its affiliates. Except as set
     forth  in  the  preceding  sentence,  for  purposes  of  this Section 3(c),
     beneficial  ownership  shall be calculated in accordance with Section 13(d)
     of the Exchange Act, it being acknowledge by Holder that the Company is not
     representing  to Holder that such calculation is in compliance with Section
     13(d)  of  the  Exchange  Act  and  Holder  is  solely  responsible for any
     schedules  required to be filed in accordance therewith. To the extent that
     the limitation contained in this Section 3(c) applies, the determination of
     whether  this Warrant is exercisable (in relation to other securities owned
     by  the Holder) and of which a portion of this Warrant is exercisable shall
     be in the sole discretion of such Holder, and the submission of a Notice of
     Exercise  shall be deemed to be such Holder's determination of whether this
     Warrant  is  exercisable  (in  relation  to  other securities owned by such
     Holder)  and  of which portion of this Warrant is exercisable, in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no  obligation to verify or confirm the accuracy of such determination. For
     purposes  of  this  Section  3(c), in determining the number of outstanding
     shares  of  Common  Stock, the Holder may rely on the number of outstanding
     shares  of  Common Stock as reflected in (x) the Company's most recent Form
     10-Q  or  Form  10-K,  as  the  case  may  be,  (y)  a  more  recent public
     announcement  by  the Company or (z) any other notice by the Company or the
     Company's Transfer Agent setting forth the number of shares of Common Stock
     outstanding.  Upon  the  written or oral request of the Holder, the Company
     shall  within  two Trading Days confirm orally and in writing to the Holder
     the  number  of  shares  of Common Stock then outstanding. In any case, the
     number  of  outstanding  shares  of  Common Stock shall be determined after
     giving  effect  to the conversion or exercise of securities of the Company,
     including  this  Warrant, by the Holder or its affiliates since the date as
     of  which  such  number of outstanding shares of Common Stock was reported.
     The  provisions  of  this Section 3(c) may be waived by the Holder upon, at
     the  election  of  the  Holder,  not less than 61 days' prior notice to the
     Company,  and  the  provisions of this Section 3(c) shall continue to apply
     until  such  61st  day (or such later date, as determined by the Holder, as
     may  be  specified  in  such  notice  of  waiver).

               (d)  If  at  any time after one year from the date of issuance of
     this  Warrant  there is no effective Registration Statement registering the
     resale  of  the  Warrant  Shares  by  the  Holder, this Warrant may also be
     exercised  at  such  time  by  means  of a "cashless exercise" in which the
     Holder shall be entitled to receive a certificate for the number of Warrant
     Shares  equal  to  the  quotient  obtained  by dividing [(A-B) (X)] by (A),
     where:

          (A)  =  the Closing Price on the Trading Day immediately preceding the
                    date  of  such  election;

          (B)  =  the  Exercise  Price  of  the  Warrants,  as  adjusted;  and

          (X)  =  the  number  of  Warrant  Shares issuable upon exercise of the
                    Warrants  in  accordance  with  the  terms  of this Warrant.

          4.   No  Fractional  Shares  or  Scrip.  No fractional shares or scrip
               ---------------------------------
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to  purchase  upon  such  exercise,  the  Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the  Exercise  Price.

          5.   Charges,  Taxes  and  Expenses.  Issuance  of  certificates  for
               ------------------------------
Warrant  Shares  shall  be  made  without  charge to the Holder for any issue or
transfer  tax  or  other  incidental  expense in respect of the issuance of such
certificate,  all  of which taxes and expenses shall be paid by the Company, and
such  certificates  shall be issued in the name of the Holder or in such name or
names  as  may  be  directed by the Holder; provided, however, that in the event
                                            --------  -------
certificates  for  Warrant Shares are to be issued in a name other than the name
of  the  Holder, this Warrant when surrendered for exercise shall be accompanied
by  the  Assignment  Form  attached  hereto duly executed by the Holder; and the
Company  may require, as a condition thereto, the payment of a sum sufficient to
reimburse  it  for  any  transfer  tax  incidental  thereto.


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<PAGE>
          6.   Closing  of  Books.  The  Company  will not close its stockholder
               ------------------
books  or  records  in  any  manner  which  prevents the timely exercise of this
Warrant,  pursuant  to  the  terms  hereof.

          7.   Transfer,  Division  and  Combination.
               -------------------------------------

               (a)  Subject  to  compliance  with any applicable securities laws
     and  the  conditions  set  forth  in  Sections 1 and 7(e) hereof and to the
     provisions  of  Section 4.1 of the Purchase Agreement, this Warrant and all
     rights  hereunder  are transferable, in whole or in part, upon surrender of
     this  Warrant  at  the  principal  office  of  the Company, together with a
     written  assignment  of  this  Warrant  substantially  in the form attached
     hereto  duly  executed  by  the  Holder  or its agent or attorney and funds
     sufficient  to  pay  any  transfer  taxes  payable  upon the making of such
     transfer.  Upon  such surrender and, if required, such payment, the Company
     shall  execute  and  deliver  a  new Warrant or Warrants in the name of the
     assignee or assignees and in the denomination or denominations specified in
     such  instrument  of  assignment,  and  shall  issue  to the assignor a new
     Warrant  evidencing  the  portion of this Warrant not so assigned, and this
     Warrant  shall  promptly be cancelled. A Warrant, if properly assigned, may
     be  exercised  by  a  new holder for the purchase of Warrant Shares without
     having  a  new  Warrant  issued.

               (b)  This  Warrant may be divided or combined with other Warrants
     upon  presentation  hereof at the aforesaid office of the Company, together
     with  a  written notice specifying the names and denominations in which new
     Warrants  are  to be issued, signed by the Holder or its agent or attorney.
     Subject  to  compliance  with Section 7(a), as to any transfer which may be
     involved  in  such  division  or combination, the Company shall execute and
     deliver  a  new Warrant or Warrants in exchange for the Warrant or Warrants
     to  be  divided  or  combined  in  accordance  with  such  notice.

               (c)  The  Company  shall  prepare,  issue  and deliver at its own
     expense  (other than transfer taxes) the new Warrant or Warrants under this
     Section  7.

               (d)  The  Company  agrees  to  maintain, at its aforesaid office,
     books  for  the  registration  and  the  registration  of  transfer  of the
     Warrants.

               (e)  If,  at  the  time  of  the  surrender  of  this  Warrant in
     connection  with any transfer of this Warrant, the transfer of this Warrant
     shall  not  be  registered  pursuant  to an effectiveregistration statement
     under  the Securities Act and under applicable state securities or blue sky
     laws, the Company may require, as a condition of allowing such transfer (i)
     that  the Holder or transferee of this Warrant, as the case may be, furnish
     to  the  Company  a  written  opinion of counsel (which opinion shall be in
     form,  substance  and scope customary for opinions of counsel in comparable
     transactions  and  reasonably acceptable to the Company) to the effect that
     such transfer may be made without registration under the Securities Act and
     under applicable state securities or blue sky laws, (ii) that the holder or
     transferee  execute and deliver to the Company an investment letter in form
     and substance acceptable to the Company and (iii) that the transferee be an
     "accredited  investor"  as  defined  in  Rule  501(a) promulgated under the
     Securities  Act.

          8.   No  Rights  as Shareholder until Exercise.  This Warrant does not
               -----------------------------------------
entitle  the Holder to any voting rights or other rights as a shareholder of the
Company  prior  to  the exercise hereof.  Upon the surrender of this Warrant and
the  payment  of  the  aggregate  Exercise  Price  (or  by  means  of a cashless
exercise),  the  Warrant Shares so purchased shall be and be deemed to be issued
to such Holder as the record owner of such shares as of the close of business on
the  later  of  the  date  of  such  surrender  or  payment.

          9.   Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company
               ---------------------------------------------------
covenants  that  upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to  the  Warrant  Shares,  and  in case of loss, theft or
destruction,  of  indemnity or security reasonably satisfactory to it (which, in
the  case  of  the Warrant, shall not include the posting of any bond), and upon
surrender  and  cancellation of such Warrant or stock certificate, if mutilated,
the  Company  will  make  and deliver a new Warrant or stock certificate of like
tenor  and  dated  as  of  such  cancellation,  in lieu of such Warrant or stock
certificate.


                                        4
<PAGE>
          10.  Saturdays,  Sundays, Holidays, etc.  If the last or appointed day
               ----------------------------------
for  the taking of any action or the expiration of any right required or granted
herein  shall  be a Saturday, Sunday or a legal holiday, then such action may be
taken  or such right may be exercised on the next succeeding day not a Saturday,
Sunday  or  legal  holiday.

          11.  Adjustments  of  Exercise  Price  and  Number  of Warrant Shares.
               -----------------------------------------------------------------

          (a)  Stock Splits, etc.  The number and kind of securities purchasable
               -----------------
     upon  the  exercise of this Warrant and the Exercise Price shall be subject
     to adjustment from time to time upon the happening of any of the following.
     In  case  the Company shall (i) pay a dividend in shares of Common Stock or
     make a distribution in shares of Common Stock to holders of its outstanding
     Common  Stock, (ii) subdivide its outstanding shares of Common Stock into a
     greater  number  of  shares, (iii) combine its outstanding shares of Common
     Stock  into  a  smaller number of shares of Common Stock, or (iv) issue any
     shares of its capital stock in a reclassification of the Common Stock, then
     the  number  of  Warrant  Shares  purchasable upon exercise of this Warrant
     immediately  prior  thereto  shall  be adjusted so that the Holder shall be
     entitled  to  receive  the  kind  and  number  of  Warrant  Shares or other
     securities  of  the Company which it would have owned or have been entitled
     to  receive  had  such Warrant been exercised in advance thereof. Upon each
     such  adjustment  of  the  kind  and  number  of  Warrant  Shares  or other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter  be  entitled  to purchase the number of Warrant Shares or other
     securities  resulting from such adjustment at an Exercise Price per Warrant
     Share  or  other  security  obtained  by  multiplying the Exercise Price in
     effect immediately prior to such adjustment by the number of Warrant Shares
     purchasable  pursuant  hereto  immediately  prior  to  such  adjustment and
     dividing by the number of Warrant Shares or other securities of the Company
     resulting  from  such  adjustment.  An  adjustment  made  pursuant  to this
     paragraph  shall  become  effective immediately after the effective date of
     such  event  retroactive  to  the  record  date,  if  any,  for such event.

          (b)  Anti-Dilution  Provisions.   During  the  Exercise  Period,  the
               -------------------------
     Exercise Price shall be subject to adjustment from time to time as provided
     in  this  Section  11(b).  In the event that any adjustment of the Exercise
     Price  as  required  herein  results in a fraction of a cent, such Exercise
     Price  shall  be  rounded  up  or  down  to  the  nearest  cent.

               (i)  Adjustment  of  Exercise Price.  If and whenever the Company
                    ------------------------------
          issues  or  sells,  or  in accordance with Section 11(b)(ii) hereof is
          deemed  to  have  issued  or  sold,  any shares of Common Stock for an
          effective consideration per share of less than the then Exercise Price
          or  for no consideration (such lower price, the "Base Share Price" and
                                                           ----------------
          such  issuances  collectively,  a  "Dilutive Issuance"), then, (A) the
                                              -----------------
          Exercise  Price  shall  be  reduced  to  equal  the  Base Share Price;
          provided,  that in no event shall the Exercise Price be adjusted under
          this  clause  (A) to be less than $1.00 (subject to adjustment for any
          stock  split,  reverse  split  or  the  like subsequent to the Initial
          Exercise  Date),  and  (B)  if the Exercise Price is adjusted to $1.00
          pursuant  to  clause  (A), then thereafter if and whenever the Company
          issues  or  sells,  or  in accordance with Section 11(b)(ii) hereof is
          deemed  to  have  issued  or  sold,  any shares of Common Stock for an
          effective  consideration  per  share  of  less  than the then Exercise
          Price, then, the Exercise Price shall be reduced to a price determined
          by  dividing (i) an amount equal to the sum of (a) the total number of
          shares  of Common Stock outstanding immediately prior to such issuance
          or sale (excluding treasury shares, if any) multiplied by the Exercise
          Price  then in effect, plus (b) the consideration, if any, received by
          the  Company  upon  such issuance or sale, by (ii) the total number of
          shares  of Common Stock outstanding immediately after such issuance or
          sale,.  Such  adjustment shall be made whenever shares of Common Stock
          or  Common  Stock  Equivalents  are  issued.

               (ii) Effect on Exercise Price of Certain Events.  For purposes of
                    ------------------------------------------
          determining  the  adjusted  Exercise Price under Section 11(b) hereof,
          the  following  will  be  applicable:

                         (A)  Issuance  of Rights or Options.  If the Company in
                              ------------------------------
               any  manner  issues  or  grants  any warrants, rights or options,
               whether  or  not  immediately exercisable, to subscribe for or to
               purchase  Common  Stock  or  Common  Stock  Equivalents


                                        5
<PAGE>
               (such  warrants,  rights  and options to purchase Common Stock or
               Common  Stock  Equivalents  are  hereinafter  referred  to  as
               "Options")  and  the  effective  price per share for which Common
                -------
               Stock  is issuable upon the exercise of such Options is less than
               the Exercise Price ("Below Base Price Options"), then the maximum
                                    ------------------------
               total number of shares of Common Stock issuable upon the exercise
               of  all  such  Below  Base Price Options (assuming full exercise,
               conversion  or  exchange  of  Common  Stock  Equivalents,  if
               applicable) will, as of the date of the issuance or grant of such
               Below Base Price Options, be deemed to be outstanding and to have
               been  issued and sold by the Company for such price per share and
               the  maximum  consideration  payable  to  the  Company  upon such
               exercise  (assuming  full  exercise,  conversion  or  exchange of
               Common  Stock  Equivalents, if applicable) will be deemed to have
               been  received  by  the  Company.  For  purposes of the preceding
               sentence,  the  "effective price per share for which Common Stock
               is  issuable  upon the exercise of such Below Base Price Options"
               is  determined by dividing (i) the total amount, if any, received
               or receivable by the Company as consideration for the issuance or
               granting  of  all such Below Base Price Options, plus the minimum
               aggregate  amount of additional consideration, if any, payable to
               the  Company  upon  the  exercise  of  all  such Below Base Price
               Options,  plus,  in the case of Common Stock Equivalents issuable
               upon  the  exercise of such Below Base Price Options, the minimum
               aggregate  amount  of  additional  consideration payable upon the
               exercise,  conversion or exchange thereof at the time such Common
               Stock  Equivalents  first  become  exercisable,  convertible  or
               exchangeable,  by  (ii)  the  maximum  total  number of shares of
               Common  Stock  issuable  upon the exercise of all such Below Base
               Price  Options  (assuming  full  conversion  of  Common  Stock
               Equivalents,  if  applicable).  No  further  adjustment  to  the
               Exercise  Price  will  be  made  upon the actual issuance of such
               Common  Stock  upon the exercise of such Below Base Price Options
               or  upon  the  exercise,  conversion  or exchange of Common Stock
               Equivalents  issuable  upon  exercise  of  such  Below Base Price
               Options.

                         (B)  Issuance  of  Common  Stock  Equivalents.  If  the
                              ----------------------------------------
               Company  in  any  manner  issues  or  sells  any  Common  Stock
               Equivalents,  whether  or not immediately convertible (other than
               where the same are issuable upon the exercise of Options) and the
               effective price per share for which Common Stock is issuable upon
               such  exercise,  conversion or exchange is less than the Exercise
               Price,  then  the  maximum total number of shares of Common Stock
               issuable  upon  the  exercise, conversion or exchange of all such
               Common  Stock Equivalents will, as of the date of the issuance of
               such Common Stock Equivalents, be deemed to be outstanding and to
               have been issued and sold by the Company for such price per share
               and  the  maximum  consideration payable to the Company upon such
               exercise  (assuming  full  exercise,  conversion  or  exchange of
               Common  Stock  Equivalents, if applicable) will be deemed to have
               been  received  by the Company. For the purposes of the preceding
               sentence,  the  "effective price per share for which Common Stock
               is  issuable  upon  such  exercise,  conversion  or  exchange" is
               determined  by dividing (i) the total amount, if any, received or
               receivable  by  the  Company as consideration for the issuance or
               sale  of  all  such  Common  Stock  Equivalents, plus the minimum
               aggregate  amount of additional consideration, if any, payable to
               the  Company upon the exercise, conversion or exchange thereof at
               the  time such Common Stock Equivalents first become exercisable,
               convertible  or exchangeable, by (ii) the maximum total number of
               shares  of Common Stock issuable upon the exercise, conversion or
               exchange  of  all  such  Common  Stock  Equivalents.  No  further
               adjustment  to  the  Exercise  Price will be made upon the actual
               issuance  of  such  Common  Stock  upon  exercise,  conversion or
               exchange  of  such  Common  Stock  Equivalents.

                         (C)  Change  in  Option  Price  or Conversion Rate.  If
                              ---------------------------------------------
               there  is  a  change  at any time in (i) the amount of additional
               consideration  payable  to  the  Company upon the exercise of any
               Options;  (ii)  the  amount  of additional consideration, if any,
               payable  to the Company upon the exercise, conversion or exchange
               of  any  Common Stock Equivalents; or (iii) the rate at which any
               Common Stock Equivalents are convertible into or exchangeable for
               Common Stock (in each such case, other than under or by reason of
               provisions  designed  to  protect against dilution), the Exercise
               Price  in


                                        6
<PAGE>
               effect  at  the  time  of  such  change will be readjusted to the
               Exercise  Price  which would have been in effect at such time had
               such  Options  or  Common  Stock  Equivalents  still  outstanding
               provided  for  such  changed  additional consideration or changed
               conversion  rate,  as  the  case  may  be,  at the time initially
               granted,  issued  or  sold.

                         (D)  Calculation  of  Consideration  Received.  If  any
                              ----------------------------------------
               Common  Stock,  Options  or  Common Stock Equivalents are issued,
               granted or sold for cash, the consideration received therefor for
               purposes  of  this  Warrant  will  be  the amount received by the
               Company  therefor,  before  deduction  of reasonable commissions,
               underwriting discounts or allowances or other reasonable expenses
               paid or incurred by the Company in connection with such issuance,
               grant  or sale. In case any Common Stock, Options or Common Stock
               Equivalents are issued or sold for a consideration part or all of
               which  shall  be other than cash, the amount of the consideration
               other  than  cash received by the Company will be the fair market
               value  of  such  consideration,  except  where such consideration
               consists of securities, in which case the amount of consideration
               received  by  the  Company will be the fair market value (closing
               bid  price,  if  traded  on any market) thereof as of the date of
               receipt.  In  case  any  Common  Stock,  Options  or Common Stock
               Equivalents  are  issued  in  connection  with  any  merger  or
               consolidation  in which the Company is the surviving corporation,
               the  amount  of  consideration  therefor will be deemed to be the
               fair  market value of such portion of the net assets and business
               of  the  non-surviving  corporation  as  is  attributable to such
               Common  Stock,  Options  or Common Stock Equivalents, as the case
               may  be.  The  fair  market value of any consideration other than
               cash  or  securities  will  be  determined  in  good  faith by an
               investment  banker  or  other  appropriate  expert  of  national
               reputation  selected  by the Company and reasonably acceptable to
               the  holder  hereof, with the costs of such appraisal to be borne
               by  the  Company.

                         (E)  Exceptions  to  Adjustment  of  Exercise  Price.
                              -----------------------------------------------
               Notwithstanding  the  foregoing, no adjustment will be made under
               this  Section 11(b) in respect of (1) the granting or exercise of
               options  or  the  issuance  of  Common  Stock  to  employees,
               consultants, officers or directors of the Company pursuant to any
               stock  option plan duly adopted by a majority of the non-employee
               members of the Board of Directors of the Company or a majority of
               the  members of a committee of non-employee directors established
               for such purpose or (2) upon the exercise of or conversion of any
               Common Stock Equivalents or Options issued and outstanding on the
               Original  Issue  Date, provided that the securities have not been
               amended  since  the  date  of  the Purchase Agreement except as a
               result  of  the  Purchase  Agreement.

               (iii) Minimum Adjustment of Exercise Price.  No adjustment of the
                     ------------------------------------
          Exercise  Price  shall  be  made  in  an amount of less than 1% of the
          Exercise  Price  in  effect  at  the time such adjustment is otherwise
          required  to  be made, but any such lesser adjustment shall be carried
          forward  and  shall  be  made  at  the time and together with the next
          subsequent  adjustment which, together with any adjustments so carried
          forward,  shall  amount  to  not  less than 1% of such Exercise Price.

          12.  Reorganization,  Reclassification,  Merger,  Consolidation  or
               --------------------------------------------------------------
Disposition  of  Assets.  In  case  the  Company  shall  reorganize its capital,
-----------------------
reclassify  its  capital  stock,  consolidate  or  merge  with  or  into another
corporation  (where  the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or  sell,  transfer  or otherwise dispose of its property, assets or business to
another  corporation  and,  pursuant  to  the  terms  of  such  reorganization,
reclassification,  merger,  consolidation  or  disposition  of assets, shares of
common  stock  of the successor or acquiring corporation, or any cash, shares of
stock  or  other  securities  or  property  of  any nature whatsoever (including
warrants  or other subscription or purchase rights) in addition to or in lieu of
common  stock  of the successor or acquiring corporation ("Other Property"), are
                                                           --------------
to  be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of the
Holder,  (a) upon exercise of this Warrant, the number of shares of Common Stock
of  the  successor  or  acquiring  corporation  or  of the Company, if it is the


                                        7
<PAGE>
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by  a  Holder  of the number of shares of Common Stock for which this Warrant is
exercisable  immediately  prior  to such event or (b) cash equal to the value of
this  Warrant  as determined in accordance with the Black Scholes option pricing
formula.  In  case  of  any  such  reorganization,  reclassification,  merger,
consolidation  or  disposition of assets, the successor or acquiring corporation
(if  other  than  the  Company)  shall  expressly  assume  the  due and punctual
observance  and  performance  of  each  and every covenant and condition of this
Warrant  to be performed and observed by the Company and all the obligations and
liabilities  hereunder,  subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of  the Company) in order to provide for adjustments of Warrant Shares for which
this  Warrant  is exercisable which shall be as nearly equivalent as practicable
to  the  adjustments  provided  for  in  this  Section 12.  For purposes of this
Section  12,  "common  stock  of  the  successor or acquiring corporation" shall
include  stock  of  such  corporation  of any class which is not preferred as to
dividends  or assets over any other class of stock of such corporation and which
is  not  subject  to  redemption  and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for  any  such  stock, either immediately or upon the arrival of a
specified  date  or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock.  The foregoing provisions of
this  Section  12  shall  similarly  apply  to  successive  reorganizations,
reclassifications,  mergers,  consolidations  or  disposition  of  assets.

          13.  Voluntary Adjustment by the Company.  The Company may at any time
               -----------------------------------
during  the  term  of this Warrant reduce the then current Exercise Price to any
amount  and  for any period of time deemed appropriate by the Board of Directors
of  the  Company.

          14.  Notice  of  Adjustment.  Whenever the number of Warrant Shares or
               ----------------------
number  or kind of securities or other property purchasable upon the exercise of
this  Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall  give notice thereof to the Holder, which notice shall state the number of
Warrant  Shares (and other securities or property) purchasable upon the exercise
of  this  Warrant  and  the  Exercise  Price  of  such Warrant Shares (and other
securities  or  property) after such adjustment, setting forth a brief statement
of  the  facts  requiring  such  adjustment and setting forth the computation by
which  such  adjustment  was  made.

          15.  Notice  of  Corporate  Action.  If  at  any  time:
               -----------------------------

               (a)  the Company shall take a record of the holders of its Common
     Stock  for  the  purpose  of  entitling them to receive a dividend or other
     distribution,  or  any  right to subscribe for or purchase any evidences of
     its  indebtedness, any shares of stock of any class or any other securities
     or  property,  or  to  receive  any  other  right,  or

               (b)  there  shall  be  any capital reorganization of the Company,
     any  reclassification  or  recapitalization  of  the  capital  stock of the
     Company  or  any  consolidation or merger of the Company with, or any sale,
     transfer  or  other  disposition  of all or substantially all the property,
     assets  or  business  of  the  Company  to,  another  corporation  or,

               (c)  there  shall  be  a  voluntary  or  involuntary dissolution,
     liquidation  or  winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  20 days' prior written notice of the date on which a record date shall be
selected  for  such dividend, distribution or right or for determining rights to
vote  in  respect  of  any  such  reorganization,  reclassification,  merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice  of the date when the same shall take place.  Such
notice  in  accordance with the foregoing clause also shall specify (i) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  Warrant  Shares  for  securities  or  other


                                        8
<PAGE>
property  deliverable upon such disposition, dissolution, liquidation or winding
up.  Each such written notice shall be sufficiently given if addressed to Holder
at  the  last  address  of  Holder  appearing  on  the  books of the Company and
delivered  in  accordance  with  Section  17(d).

          16.  Authorized  Shares.  The Company covenants that during the period
               ------------------
the  Warrant  is  outstanding,  it will reserve from its authorized and unissued
Common  Stock  a  sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company  further  covenants  that  its issuance of this Warrant shall constitute
full  authority to its officers who are charged with the duty of executing stock
certificates  to  execute  and  issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will  take  all  such  reasonable action as may be necessary to assure that such
Warrant  Shares  may  be  issued  as  provided  herein  without violation of any
applicable  law or regulation, or of any requirements of the Trading Market upon
which  the  Common  Stock  may  be  listed.

          Except  and to the extent as waived or consented to by the Holder, the
Company  shall  not  by  any action, including, without limitation, amending its
certificate  of incorporation or through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  of  this  Warrant, but will at all times in good faith assist in the
carrying  out  of all such terms and in the taking of all such actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant  against  impairment.  Without limiting the generality of the foregoing,
the  Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par  value, (b) take all such action as may be necessary or appropriate in order
that  the  Company  may  validly  and legally issue fully paid and nonassessable
Warrant  Shares  upon  the  exercise  of  this Warrant, and (c) use commercially
reasonable  efforts  to  obtain  all such authorizations, exemptions or consents
from  any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

               Before  taking  any action which would result in an adjustment in
the  number  of  Warrant  Shares for which this Warrant is exercisable or in the
Exercise  Price,  the Company shall obtain all such authorizations or exemptions
thereof,  or  consents  thereto,  as may be necessary from any public regulatory
body  or  bodies  having  jurisdiction  thereof.

          17.  Miscellaneous.
               -------------

               (a)  Jurisdiction.  All  questions  concerning  the construction,
                    ------------
     validity,  enforcement  and  interpretation  of  this  Warrant  shall  be
     determined  in  accordance  with  the provisions of the Purchase Agreement.

               (b)  Restrictions.  The  Holder  acknowledges  that  the  Warrant
                    ------------
     Shares  acquired upon the exercise of this Warrant, if not registered, will
     have restrictions upon resale imposed by state and federal securities laws.

               (c)  Nonwaiver  and  Expenses.  No course of dealing or any delay
                    ------------------------
     or  failure  to  exercise  any  right hereunder on the part of Holder shall
     operate  as  a waiver of such right or otherwise prejudice Holder's rights,
     powers  or  remedies, notwithstanding all rights hereunder terminate on the
     Termination  Date.  If  the Company willfully and knowingly fails to comply
     with  any  provision of this Warrant, which results in any material damages
     to  the  Holder,  the  Company shall pay to Holder such amounts as shall be
     sufficient  to  cover any costs and expenses including, but not limited to,
     reasonable  attorneys'  fees,  including  those  of  appellate proceedings,
     incurred  by  Holder  in  collecting  any amounts due pursuant hereto or in
     otherwise  enforcing  any  of  its  rights,  powers  or remedies hereunder.

               (d)  Notices.  Any  notice, request or other document required or
                    -------
     permitted  to  be  given or delivered to the Holder by the Company shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.


                                        9
<PAGE>
               (e)  Limitation  of  Liability.  No  provision  hereof,  in  the
                    -------------------------
     absence  of  any  affirmative  action by Holder to exercise this Warrant or
     purchase  Warrant  Shares,  and  no  enumeration  herein  of  the rights or
     privileges  of  Holder,  shall give rise to any liability of Holder for the
     purchase  price  of  any  Common  Stock or as a stockholder of the Company,
     whether  such  liability  is asserted by the Company or by creditors of the
     Company.

               (f)  Remedies.  Holder, in addition to being entitled to exercise
                    --------
     all  rights granted by law, including recovery of damages, will be entitled
     to  specific  performance  of  its  rights  under this Warrant. The Company
     agrees  that  monetary  damages  would not be adequate compensation for any
     loss incurred by reason of a breach by it of the provisions of this Warrant
     and  hereby  agrees  to  waive  the  defense  in  any  action  for specific
     performance  that  a  remedy  at  law  would  be  adequate.

               (g)  Successors  and  Assigns.  Subject  to applicable securities
                    ------------------------
     laws,  this  Warrant  and the rights and obligations evidenced hereby shall
     inure  to  the benefit of and be binding upon the successors of the Company
     and  the successors and permitted assigns of Holder. The provisions of this
     Warrant are intended to be for the benefit of all Holders from time to time
     of  this  Warrant  and shall be enforceable by any such Holder or holder of
     Warrant  Shares.

               (h)  Amendment.  This  Warrant  may be modified or amended or the
                    ---------
     provisions  hereof  waived  with the written consent of the Company and the
     Holder.

               (i)  Severability.  Wherever  possible,  each  provision  of this
                    ------------
     Warrant  shall  be  interpreted in such manner as to be effective and valid
     under  applicable  law,  but  if  any  provision  of  this Warrant shall be
     prohibited  by  or  invalid  under  applicable law, such provision shall be
     ineffective  to  the  extent  of  such  prohibition  or invalidity, without
     invalidating  the  remainder of such provisions or the remaining provisions
     of  this  Warrant.

               (j)  Headings.  The  headings  used  in  this Warrant are for the
                    --------
     convenience  of  reference only and shall not, for any purpose, be deemed a
     part  of  this  Warrant.

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


                                       10
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  January __, 2004

                               ELINEAR,  INC.


                               By: ____________________________________
                                        Name:
                                        Title:


                                       11
<PAGE>
                               NOTICE OF EXERCISE

To:  eLinear, Inc.

          (1)  The undersigned hereby elects to purchase ________ Warrant Shares
of  eLinear,  Inc.  pursuant  to  the  terms  of  the  attached Warrant (only if
exercised  in full), and tenders herewith payment of the exercise price in full,
together  with  all  applicable  transfer  taxes,  if  any.

          (2)  Payment  shall  take  the  form  of  (check  applicable  box):

               [ ]  in  lawful  money  of  the  United  States;  or

               [ ]  the  cancellation  of  such  number  of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               3(d)  (assuming  such provision is available to the undersigned),
               to  exercise  this  Warrant with respect to the maximum number of
               Warrant  Shares  purchasable  pursuant  to  the cashless exercise
               procedure  set  forth  in  subsection  3(d).

          (3)  Please  issue  a  certificate  or  certificates representing said
Warrant  Shares  in  the  name  of  the  undersigned or in such other name as is
specified  below:

               _______________________________


The Warrant Shares shall be delivered to the following:

               _______________________________

               _______________________________

               _______________________________

          (4)  Accredited Investor.  The undersigned is an "accredited investor"
               -------------------
as  defined  in  Regulation  D  promulgated under the Securities Act of 1933, as
amended.

                                   [PURCHASER]

                                   By:  ______________________________
                                   Name:
                                   Title:

                                   Dated:  ________________________


<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

          FOR  VALUE  RECEIVED,  the  foregoing Warrant and all rights evidenced
thereby  are  hereby  assigned  to

_______________________________________________ whose address is

_______________________________________________________________.


_______________________________________________________________

                                   Dated:  ______________, _______

               Holder's  Signature:  _____________________________

               Holder's  Address:  _____________________________

                                     _____________________________


Signature  Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change  whatsoever, and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should  file  proper  evidence  of  authority  to  assign the foregoing Warrant.


<PAGE>

</TEXT>
</DOCUMENT>
