LECROY CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>s15-4901_ex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    Exhibit 10.3



                              SERVICES AGREEMENT


         This Services Agreement, dated as of August 31, 2004, is between
Computer Access Technology Corporation, a Delaware corporation (the "Company")
and Dan Wilnai, an individual residing at 949 Hillboro Avenue, Sunnyvale, CA
94087 ("Wilnai").

1.       Position and Responsibilities

         (a) Position. Wilnai shall continue to serve as a Director on the
Company's Board of Directors ("Board") and more specifically, as Chairman until
the date of his resignation or removal from such position in accordance with the
Company's By-laws and Certificate of Incorporation and any applicable law (the
"Term Date"). Wilnai shall perform such duties and responsibilities as are
normally related to such position in accordance with the By-laws and Certificate
of Incorporation of the Company and standards of the industry. Wilnai shall
abide by the rules, regulations, and practices as adopted or modified from time
to time in the Board's sole discretion.

         (b) No Conflict. Wilnai represents and warrants that Wilnai's execution
of this Agreement and Wilnai's service on the Board shall not violate any
obligations Wilnai may have to any employer, person or entity, including any
obligations with respect to proprietary or confidential information of any other
person or entity.

2.       Compensation and Benefits.

         (a) Compensation. In consideration of the services to be rendered under
this Agreement as Chairman of the Board of Directors, the Company shall pay
Wilnai compensation at the annualized rate of Thirty Thousand Dollars
($30,000.00) ("Compensation"). Compensation shall be paid in accordance with the
Company's regularly established policies and practices.

         (b) Stock and Stock Options. Wilnai currently owns shares of the common
stock of the Company which are held by the Wilnai Family Trust UDT of November
12, 1997 (Restated) and by the Wilnai Grantor Retained Annuity Trust Dated
October 31, 2002, and which are subject to their terms and the terms of any
documents applicable thereto. Wilnai furthermore was previously granted the
right to purchase up to 100,000 shares of the common stock of the Company
pursuant to a stock option grant dated January 2, 2001. Such option shall remain
exercisable until the earlier of (a) its expiration; or (b) the date on which
the Board reasonably determines that Wilnai is no longer willing or able to
serve on the Board.

         (c) Medical Insurance. So long as he serves as a member of the Board in
accordance with Section 1(a), Wilnai shall be eligible, at the Company's cost,
for medical insurance coverage for Wilnai and his spouse as a founder/owner


<PAGE>

under the Company's medical benefits plan, or equivalent medical coverage at the
Company's cost in the event that the Company's existing or any successor medical
benefits plan(s) is terminated. When they each reach age 65, coverage for Wilnai
and his spouse under the Company's medical benefits plans then in effect will
cease, and Wilnai and his spouse will be covered under Medicare and under a
Medicare supplement plan to be procured and paid for by the Company, which in
combination will provide substantially similar benefits to the Company's then
current medical benefits plan. The benefits under this Subsection 2(c) will be
referred to as the "Medical Benefits." For so long as he serves as a member of
the Board, Wilnai and his spouse's eligibility for Medical Benefits will
continue until terminated by the mutual agreement of the parties. In the event
of a Change of Control (as defined below) of the Company, the Medical Benefits
for Wilnai and his spouse shall continue irrespective of Wilnai's service on the
Board, subject to termination as described in the immediately preceding
sentence. For purposes of this Section 2(c), "Change of Control shall mean (1)
the acquisition of the Company by another entity by means of any reorganization,
merger or consolidation, or any transaction or series of related transactions in
which the Corporation's stockholders of record as constituted immediately prior
to such transaction or series of related transactions will, immediately after
such transaction or series of related transactions (by virtue of securities
issued in such transaction or series of related transactions) fail to hold at
least 50% of the voting power of the resulting or surviving corporation
following such transaction or series of related transactions; or (2) a sale of
all or substantially all of the assets of this Corporation. In the event Wilnai
predeceases his spouse prior to the Term and the Medical Benefits have not been
previously terminated, the Company agrees to continue to provide Medical
Benefits for Wilnai's spouse until her death in accordance with Section 2(c)
above.

         (d) Expenses. The Company shall reimburse Wilnai for reasonable
business expenses incurred in the performance of Wilnai's duties hereunder in
accordance with the Company's expense reimbursement guidelines now or hereafter
in effect.

3. Non-Compete. In the event of a Change of Control and in consideration of the
amounts to be received by Wilnai, as a significant and substantial stockholder
of the Company, in connection with such Change of Control, Wilnai agrees that
for a period of twenty-four (24) months after the consummation of such Change of
Control, he will not, without the written consent of the Chief Executive Officer
of the Company, directly or indirectly engage in business activities or services
for a Competing Business (as defined below) that are (i) similar to services
which Wilnai has provided to or for the Company relating to the Company's
technology and products, or (ii) reasonably related to current or prospective
products of the Company with respect to which Wilnai has worked as an employee
of the Company or with respect to which Wilnai has Confidential Information. A
"Competing Business" shall mean any business primarily engaged in the
development and sale of advanced development and production verification systems
for the Bluetooth, Fibre Channel, IEEE 1394, InfiniBand, PCI Express, SCSI,
Serial ATA, Serial Attached SCSI and USB Standards, as well as production
products for the USB and Bluetooth standards.

<PAGE>

4.       Termination Obligations

         (a) Return of Property. Wilnai agrees that all property (including
without limitation all equipment, tangible proprietary information, documents,
records, notes, contracts and computer-generated materials) furnished to or
created or prepared by Wilnai incident to Wilnai's engagement hereunder belongs
to the Company and shall be promptly returned to the Company on the Term Date or
at any other time determined by the Board.

         (b) Resignation and Cooperation. Following the Term Date and subject to
Section 1(b), Wilnai shall be deemed to have resigned from any and all offices
and directorships held with the Company. Following the Term Date. Wilnai shall
also cooperate with the Company in the defense of any action brought by any
third party against the Company that relates to Wilnai's performance of services
to the Company in any capacity.

5. Inventions and Proprietary Information; Prohibition on Third Party
Information. Wilnai agrees as a condition of engagement hereunder and
eligibility for any benefits referenced in this Agreement, to sign and be bound
by the terms of the Computer Access Technology Corporation, Confidential
Information, Invention Assignment, and Arbitration Agreement, which is attached
as Exhibit A ("Proprietary Information Agreement").

6. Amendments; Waivers; Remedies. This Agreement may not be amended or waived
except by a writing signed by Wilnai and by a duly authorized representative of
the Company other than Wilnai. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right. Any waiver of any breach
of this Agreement shall not operate as a waiver of any subsequent breaches. All
rights or remedies specified for a party herein shall be cumulative and in
addition to all other rights and remedies of the party hereunder or under
applicable law.

7. Assignment; Binding Effect. The performance of Wilnai is personal hereunder,
and Wilnai agrees that Wilnai shall have no right to assign and shall not assign
or purport to assign any rights or obligations under this Agreement. This
Agreement may be assigned or transferred by the Company; and nothing in this
Agreement shall prevent the consolidation, merger or sale of the Company or a
sale of any or all or substantially all of its assets. Subject to the foregoing
restriction on assignment by Wilnai, this Agreement shall inure to the benefit
of and be binding upon each of the parties; the affiliates, officers, directors,
agents, successors and assigns of the Company; and the heirs, devisees, spouses,
legal representatives and successors of Wilnai. In the event that the Company is
involved in any merger, tender offer, sale of substantially all of its assets or
any other transaction resulting in a change of control of the Company, the
Company's successor shall assume any and all obligations to Wilnai and his
spouse under this Agreement.

8. Notices. All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered: (a) by hand; (b) by a nationally recognized overnight courier
service; or (c) by United States first class registered or certified mail,
return receipt requested, to the principal address of the other party, as set
forth below. The date of notice shall be deemed to be the earlier of (i) actual
receipt of notice by any permitted means, or (ii) five business days following
dispatch by overnight delivery service or the United States Mail. Wilnai shall
be obligated to notify the Company in writing of any change in Wilnai's address.
Notice of change of address shall be effective only when done in accordance with
this paragraph.

<PAGE>

Company's Notice Address:

3385 Scott Boulevard
Santa Clara, CA 95054

Wilnai's Notice Address:

949 Hillboro Avenue
Sunnyvale, CA  94087

9. Severability. If any provision of this Agreement shall be held by a court or
arbitrator to be invalid, unenforceable, or void, such provision shall be
enforced to the fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time
period or scope of any provision is declared by a court or arbitrator of
competent jurisdiction to exceed the maximum time period or scope that such
court or arbitrator deems enforceable, then such court or arbitrator shall
reduce the time period or scope to the maximum time period or scope permitted by
law.

10. Taxes. All compensation and benefits paid under this Agreement shall be paid
less all applicable state and federal tax withholdings and any other
withholdings required by any applicable jurisdiction. The Company makes no
representations or warranties regarding the tax consequences of any of the
compensation and benefits paid under this Agreement.

11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

12. Interpretation. This Agreement shall be construed as a whole, according to
its fair meaning, and not in favor of or against any party. Sections and section
headings contained in this Agreement are for reference purposes only, and shall
not affect in any manner the meaning or interpretation of this Agreement.
Whenever the context requires, references to the singular shall include the
plural and the plural the singular.

13. Obligations Survive Termination. Wilnai agrees that any and all of Wilnai's
obligations under this Agreement survive the termination of this Agreement.

14. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Agreement, but all of which
together shall constitute one and the same instrument.

15. Authority. Each party represents and warrants that such party has the right,
power and authority to enter into and execute this Agreement and to perform and
discharge all of the obligations hereunder; and that this Agreement constitutes
the valid and legally binding agreement and obligation of such party and is
enforceable in accordance with its terms.

<PAGE>

16. Entire Agreement. This Agreement is intended to be the final, complete, and
exclusive statement regarding its subject matter, and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements, except for
agreements specifically referenced herein. To the extent that the practices,
policies or procedures of the Company, now or in the future, apply to Wilnai and
are inconsistent with the terms of this Agreement, the provisions of this
Agreement shall control. Any subsequent change in Wilnai's duties, position, or
compensation will not affect the validity or scope of this Agreement.

17. Wilnai Acknowledgement. WILNAI ACKNOWLEDGES WILNAI HAS HAD THE OPPORTUNITY
TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT WILNAI HAS READ AND
UNDERSTANDS THE AGREEMENT, THAT WILNAI IS FULLY AWARE OF ITS LEGAL EFFECT, AND
THAT WILNAI HAS ENTERED INTO IT FREELY BASED ON WILNAI'S OWN JUDGMENT AND NOT ON
ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.


In Witness Whereof, the parties have duly executed this Agreement as of the date
first written above.

COMPUTER ACCESS TECHNOLOGY CORPORATION:                      WILNAI:


By: /s/ Carmine J. Napolitano                                /s/ Dan Wilnai
      Carmine J. Napolitano, President and CEO               Dan Wilnai




<PAGE>


                                    EXHIBIT A
                     COMPUTER ACCESS TECHNOLOGY CORPORATION
                 CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT,
                            AND ARBITRATION AGREEMENT

         As a condition of my engagement in any capacity with Computer Access
Technology Corporation, its subsidiaries, affiliates, successors or assigns
(together the "Company"), and in consideration of my engagement in any capacity
with the Company and my receipt of the compensation now and hereafter paid to me
by Company, I agree to the following:

         1.       Confidential Information.

                  A. Company Information. I agree at all times during the term
of my engagement and thereafter, to hold in strictest confidence, and not to
use, except for the benefit of the Company, or to disclose to any person, firm
or corporation without written authorization of the Board of Directors of the
Company, any Confidential Information of the Company, except under a
non-disclosure agreement duly authorized and executed by the Company. I
understand that "Confidential Information" means any non-public information that
relates to the actual or anticipated business or research and development of the
Company, technical data, trade secrets or know-how, including, but not limited
to, research, product plans or other information regarding Company's products or
services and markets therefor, customer lists and customers (including, but not
limited to, customers of the Company on whom I called or with whom I became
acquainted during the term of my engagement), software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information. I further understand that Confidential Information does not include
any of the foregoing items which have become publicly known and made generally
available through no wrongful act of mine or of others who were under
confidentiality obligations as to the item or items involved or improvements or
new versions thereof.

                  B. Former Employer Information. I agree that I will not,
during my engagement with the Company, improperly use or disclose any
proprietary information or trade secrets of any former or concurrent employer or
other person or entity and that I will not bring onto the premises of the
Company any unpublished document or proprietary information belonging to any
such employer, person or entity unless consented to in writing by such employer,
person or entity.

                  C. Third Party Information. I recognize that the Company has
received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company consistent with the Company's agreement with such third party.

         2. Inventions.

                  A. Inventions Retained and Licensed. I have attached hereto,
as Exhibit A-1, a list describing all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to my
engagement with the Company (collectively referred to as "Prior Inventions"),
which belong to me, which relate to the Company's proposed business, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such Prior
Inventions. If in the course of my engagement with the Company, I incorporate
into a Company product, process or service a Prior Invention owned by me or in
which I have an interest, I hereby grant to the Company a nonexclusive,
royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or service, and to practice any method related
thereto.

                  B. Assignment of Inventions. I agree that I will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company, or its designee,
all my right, title, and interest in and to any and all inventions, original
works of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks or trade secrets, whether or not patentable or registrable
under copyright or similar laws, which I may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the period of time I am in the engagement of the Company
(collectively referred to as "Inventions"). I understand and agree that the
decision whether or not to commercialize or market any invention developed by me
solely or jointly with others is within the Company's sole discretion and for
the Company's sole benefit and that no royalty will be due to me as a result of
the Company's efforts to commercialize or market any such invention.

                  C. Inventions Assigned to the United States. I agree to assign
to the United States government all my right, title, and interest in and to any
and all Inventions whenever such full title is required to be in the United
States by a contract between the Company and the United States or any of its
agencies.

<PAGE>

                  D. Maintenance of Records. I agree to keep and maintain
adequate and current written records of all Inventions made by me (solely or
jointly with others) during the term of my engagement with the Company. The
records will be in the form of notes, sketches, drawings, and any other format
that may be specified by the Company. The records will be available to and
remain the sole property of the Company at all times.

                  E. Patent and Copyright Registrations. I agree to assist the
Company, or its designee, at the Company's expense, in every proper way to
secure the Company's rights in the Inventions and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto in any and
all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and any
copyrights, patents, mask work rights or other intellectual property rights
relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall
continue after the termination of this Agreement. If the Company is unable
because of my mental or physical incapacity or for any other reason to secure my
signature to apply for or to pursue any application for any United States or
foreign patents or copyright registrations covering Inventions or original works
of authorship assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if executed by me.

         3. Conflicting Employment. I agree that, during the term of my
engagement with the Company in any capacity, I will not engage in any
employment, occupation or other consulting directly related to the business in
which the Company is now involved or becomes involved during the term of my
engagement, nor will I engage in any other activities that conflict with my
obligations to the Company.

         4. Returning Company Documents. I agree that, at the time of leaving
the engagement of the Company, I will deliver to the Company (and will not keep
in my possession, recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items developed by me pursuant
to my engagement with the Company or otherwise belonging to the Company, its
successors or assigns, including, without limitation, those records maintained
pursuant to paragraph 2.D. In the event of the termination of my engagement, I
agree to sign and deliver the "Termination Certification" attached hereto as
Exhibit A-2.

         5. Notification of New Engagement. In the event that I leave the
engagement of the Company, I hereby grant consent to notification by the Company
to my new engagement about my rights and obligations under this Agreement.

         6. Solicitation of Employees. I agree that during my engagement and for
a period of twelve (12) months immediately following the termination of my
relationship with the Company for any reason, whether with or without cause, I
shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company's employees to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for myself or for any other person or entity.

         7. Conflict of Interest Guidelines. I agree to diligently adhere to the
Conflict of Interest Guidelines attached as Exhibit A-3 hereto.

         8. Representations. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I represent
that my performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my engagement by the Company. I hereby represent
and warrant that I have not entered into, and I will not enter into, any oral or
written agreement in conflict herewith.

<PAGE>

         9. Arbitration and Equitable Relief. I agree to read, execute and
adhere to the Arbitration and Equitable Relief provisions attached as Exhibit
A-4 hereto.

         10. General Provisions.

                  A. Governing Law; Consent to Personal Jurisdiction. This
Agreement will be governed by the laws of the State of California. I hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in California for any lawsuit filed there against me by the Company
arising from or relating to this Agreement.

                  B. Entire Agreement. This Agreement, along with the offer
letter provide to me and any application I have submitted to the Company, sets
forth the entire agreement and understanding between the Company and me relating
to the subject matter herein and supersedes all prior discussions or
representations between whether written or oral. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing signed by the President of the Company and me. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.

                  C. Severability. If one or more of the provisions in this
Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.

                  D. Successors and Assigns. This Agreement will be binding upon
my heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.

         I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT AND EACH OF
ITS EXHIBITS VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE
COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY
READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO
UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL.
FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.


Date:  August 28, 2004                                    /s/ Dan Wilnai
       ---------------------------------                  ---------------------
                                                          Dan Wilnai


Witness:

      /s/ Paul E. Katawicz
----------------------------------------


Signature

      Paul E. Katawicz
----------------------------------------
Name (typed or printed)


<PAGE>



                                   Exhibit A-1

                            LIST OF PRIOR INVENTIONS
                        AND ORIGINAL WORKS OF AUTHORSHIP

Title            Date                   Identifying Number or Brief Description



















X     No inventions or improvements
---
---   Additional Sheets Attached




Signature:   /s/ Dan Wilnai
             -------------------------------
Print Name:  Dan Wilnai
             -------------------------------
Date:        August 28, 2004
             -------------------------------

<PAGE>



                                   Exhibit A-2

                     COMPUTER ACCESS TECHNOLOGY CORPORATION
                            TERMINATION CERTIFICATION

         This is to certify that I do not have in my possession, nor have I
failed to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to Computer Access Technology Corporation, its subsidiaries,
affiliates, successors or assigns (together, the "Company").

         I further certify that I have complied with all the terms of the
Company's Confidential Information, Invention Assignment and Arbitration
Agreement signed by me, including the reporting of any inventions and original
works of authorship (as defined therein), conceived or made by me (solely or
jointly with others) covered by that agreement.

         I further agree that, in compliance with the Company's Confidential
Information, Invention Assignment, and Arbitration Agreement, I will preserve as
confidential all trade secrets, confidential knowledge, data or other
proprietary information relating to products, processes, know-how, designs,
formulas, developmental or experimental work, computer programs, data bases,
other original works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of the Company or
any of its employees, clients, consultants or licensees.

         I further agree that for twelve (12) months from this date, I will not
solicit, induce, recruit or encourage any of the Company's employees to leave
their employment.

Date:  ----------------------------------------------



-----------------------------------------------------
Dan Wilnai



<PAGE>

                                   Exhibit A-3

                     COMPUTER ACCESS TECHNOLOGY CORPORATION
                         CONFLICT OF INTEREST GUIDELINES

         It is the policy of Computer Access Technology Corporation to conduct
its affairs in strict compliance with the letter and spirit of the law and to
adhere to the highest principles of business ethics. Accordingly, all officers,
employees, advisors and independent contractors must avoid activities that are
in conflict, or give the appearance of being in conflict, with these principles
and with the interests of the Company. The following are potentially
compromising situations that must be avoided. Any exceptions must be reported to
the President and written approval for continuation must be obtained.

         1. Revealing confidential information to outsiders or misusing
confidential information. Unauthorized divulging of information is a violation
of this policy whether or not for personal gain and whether or not harm to the
Company is intended. (The Company's Confidential Information, Invention
Assignment and Arbitration Agreement elaborates on this principle and is a
binding agreement.)

         2. Accepting or offering substantial gifts, excessive entertainment,
favors or payments which may be deemed to constitute undue influence or
otherwise be improper or embarrassing to the Company.

         3. Participating in civic or professional organizations that might
involve divulging confidential information of the Company.

         4. Initiating or approving personnel actions affecting reward or
punishment of employees or applicants where there is a family relationship or is
or appears to be a personal or social involvement.

         5. Initiating or approving any form of personal or social harassment of
employees.

         6. Investing or holding outside directorship in suppliers, customers,
or competing companies, including financial speculations, where such investment
or directorship might influence in any manner a decision or course of action of
the Company.

         7. Borrowing from or lending to employees, customers or suppliers.

         8. Acquiring real estate of interest to the Company.

         9. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity with whom obligations of confidentiality exist.

         10. Unlawfully discussing prices, costs, customers, sales or markets
with competing companies or their employees.

         11. Making any unlawful agreement with distributors with respect to
prices.

         12. Improperly using or authorizing the use of any inventions that are
the subject of patent claims of any other person or entity.

         13. Engaging in any conduct that is not in the best interest of the
Company.

         Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the attention of higher management for review. Violations of this
conflict of interest policy may result in discharge without warning.


<PAGE>



                                   Exhibit A-4

                     COMPUTER ACCESS TECHNOLOGY CORPORATION
                        Arbitration and Equitable Relief

         1. Arbitration. IN CONSIDERATION OF MY ENGAGEMENT WITH THE COMPANY, ITS
PROMISE TO ARBITRATE ALL DISPUTES RELATED TO MY ENGAGEMENT AND MY RECEIPT OF
COMPENSATION AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE
FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE
(INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR
BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT
OF, RELATING TO, OR RESULTING FROM MY ENGAGEMENT WITH THE COMPANY OR THE
TERMINATION OF MY ENGAGEMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS
AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES
SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH 1294.2,
INCLUDING SECTION 1283.05 (THE "RULES") AND PURSUANT TO CALIFORNIA LAW. DISPUTES
WHICH I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY
JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW. I FURTHER
UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT
THE COMPANY MAY HAVE WITH ME.

         2. Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") AND THAT THE NEUTRAL ARBITRATOR WILL BE
SELECTED IN A MANNER CONSISTENT WITH THE AAA COMMERICIAL ARBITRATION RULES. I
AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY
ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR
ADJUDICATION AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION
HEARING. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY
REMEDIES, INCLUDING ATTORNEYS' FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW. I
UNDERSTAND THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED
BY THE ARBITRATOR OR AAA EXCEPT THAT I SHALL PAY THE FIRST $200.00 OF ANY FILING
FEES ASSOCIATED WITH ANY ARBITRATION I INITIATE. I AGREE THAT THE ARBITRATOR
SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE
RULES AND THAT TO THE EXTENT THAT AAA'S COMMERICIAL ARBITRATION RULES CONFLICT
WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE. I AGREE THAT THE DECISION OF
THE ARBITRATOR SHALL BE IN WRITING.

         3. Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT,
ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND
THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT
ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE
ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY
LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY
TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT
ADOPTED.

         4. Availability of Injunctive Relief. IN ADDITION TO THE RIGHT UNDER
THE RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, I AGREE THAT ANY PARTY
MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY ALLEGES OR
CLAIMS A VIOLATION OF THE COMPANY'S CONFIDENTIAL INFORMATION, INVENTION
ASSIGNMENT AGREEMENT BETWEEN ME AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING
TRADE SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE ss.2870.
I UNDERSTAND THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL
CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE
REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN
INJUNCTION. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS FEES.

<PAGE>

         5. Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT
PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL
ADMINISTRATIVE BODY. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING
COURT ACTION REGARDING ANY SUCH CLAIM.


Date:  August 28, 2004
       -------------------------


/s/ Dan Wilnai
--------------------------------
Dan Wilnai



</TEXT>
</DOCUMENT>
