EXHIBIT 10.21

              MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT

          This  Registration  Rights  Agreement  (this  "Agreement") is made and
entered  into  as of February 23, 2004, by and between eLinear, Inc., a Delaware
corporation  (the  "Company"),  and  Laurus Master Fund, Ltd. (the "Purchaser").

          This Agreement is made pursuant to the Security Agreement, dated as of
the date hereof, by and among the Purchaser, the Company and the other companies
named  therein  (the  "Security  Agreement"),  and pursuant to the Notes and the
Warrants  referred  to  therein.

          The  Company  and  the  Purchaser  hereby  agree  as  follows:

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

          "Commission"  means  the  Securities  and  Exchange  Commission.

          "Common  Stock"  means shares of the Company's common stock, par value
$___  per  share.

          "Effectiveness  Date"  means  the  90th  day  following the applicable
Filing  Date.

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

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended,
and  any  successor  statute.

          "Filing  Date"  means,  with respect to (1) the Registration Statement
which  is  required  to  be  filed with respect to the Loans made on the initial
funding  date  as  evidenced  by a Minimum Borrowing Note, the earlier of (i) 15
days following the date on which the Company's registration statement on Form SB
-  2 is declared effective by the SEC or (ii) 150 days after the initial funding
date,  and (2) each $2,000,000 tranche of Loans funded after the initial funding
date,  the  date which is thirty (30) days after such funding of such additional
$2,000,000  of  Loans  evidenced  by  a  Minimum  Borrowing  Note.

          "Holder"  or "Holders" means the Purchaser or any of its affiliates or
transferees  to  the  extent  any  of  them  hold  Registrable  Securities.

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

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

          "Notes"  has  the  meaning  set  forth  in  the  Security  Agreement.


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

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

          "Registrable  Securities" means the shares of Common Stock issued upon
the  conversion  of  each  Note  and  issuable  upon  exercise  of the Warrants.

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

          "Rule  144"  means  Rule 144 promulgated by the Commission pursuant to
the  Securities  Act,  as  such  Rule  may  be amended from time to time, or any
similar  rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially  the  same  effect  as  such  Rule.

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

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

          "Securities Act" means the Securities Act of 1933, as amended, and any
successor  statute.

          "Trading  Market"  means  any  of  the NASD OTC Bulletin Board, NASDAQ
SmallCap  Market, the Nasdaq National Market, the American Stock Exchange or the
New  York  Stock  Exchange

          "Warrants" means the Common Stock purchase warrants issued pursuant to
the  Security  Agreement.


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<PAGE>
     2.     REGISTRATION.

          (a)     On or prior to each Filing Date, the Company shall prepare and
file  with  the  Commission  a  Registration  Statement covering the Registrable
Securities  for  an  offering  to be made on a continuous basis pursuant to Rule
415.  Each Registration Statement shall be on Form S-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-3,
in  which  case  such  registration  shall  be  on  another  appropriate form in
accordance  herewith).  Purchaser acknowledges that the Company is not currently
eligible  to  utilize  Form  S-3.  The  Company  shall  cause  each Registration
Statement  to  become  effective  and  remain effective as provided herein.  The
Company  shall  use  its  reasonable  commercial efforts to cause the first such
Registration  Statement  to  be  declared  effective under the Securities Act as
promptly  as  possible  after the filing thereof, but in any event no later than
the Effectiveness Date.  The Company shall use its reasonable commercial efforts
to  cause  any  subsequent  such Registration Statement to be declared effective
under  the  Securities Act as promptly as possible after the filing thereof, but
in  any  event  no  later  than  sixty  (60) days after the filing thereof.  The
Company  shall  use  its reasonable commercial efforts to keep each Registration
Statement  continuously  effective under the Securities Act until the date which
is  the  earlier  date  of  when  (i) all Registrable Securities covered by such
Registration Statement have been sold or (ii) all Registrable Securities covered
by  such  Registration  Statement  may  be sold immediately without registration
under the Securities Act and without volume restrictions pursuant to Rule 144 or
Rule  144(k),  as determined by the counsel to the Company pursuant to a written
opinion  letter  to  such  effect,  addressed  and  acceptable  to the Company's
transfer  agent  and  the  affected  Holders  (each, an "Effectiveness Period").

          (b)     If: (i) any Registration Statement is not filed on or prior to
the  applicable Filing Date for such Registration Statement; (ii) a Registration
Statement  filed  hereunder  is  not declared effective by the Commission by the
date  required hereby with respect to such Registration Statement; (iii) after a
Registration  Statement  is filed with and declared effective by the Commission,
such  Registration Statement ceases to be effective (by suspension or otherwise)
as  to  all Registrable Securities to which it is required to relate at any time
prior  to  the  expiration  of  the  Effectiveness  Period  applicable  to  such
Registration  Statement  (without  being  succeeded immediately by an additional
Registration  Statement filed and declared effective) for a period of time which
shall  exceed  30  days  in  the  aggregate per year or more than 20 consecutive
calendar  days  (defined  as  a  period  of 365 days commencing on the date such
Registration  Statement  is declared effective); or (iv) the Common Stock is not
listed  or  quoted,  or  is  suspended  from trading on any Trading Market for a
period  of  three  (3)  consecutive Trading Days (provided the Company shall not
have  been  able  to  cure  such trading suspension within 30 days of the notice
thereof  or  list the Common Stock on another Trading Market); (any such failure
or  breach  being  referred  to as an "Event," and for purposes of clause (i) or
(ii)  the  date  on which such Event occurs, or for purposes of clause (iii) the
date  which  such  30  day  or 20 consecutive day period (as the case may be) is
exceeded,  or  for  purposes  of  clause  (iv)  the date on which such three (3)
Trading  Day  period is exceeded, being referred to as "Event Date"), then until
the applicable Event is cured, the Company shall pay to each Holder an amount in
cash,  as liquidated damages and not as a penalty, equal to 1.5% for each thirty
(30)  day period (prorated for partial periods) on a daily basis of the original
principal  amount  of  each  applicable  Note.  While  such  Event


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continues, such liquidated damages shall be paid not less often than each thirty
(30)  days.  Any unpaid liquidated damages as of the date when an Event has been
cured  by  the Company shall be paid within three (3) days following the date on
which  such  Event  has  been  cured  by  the  Company.

          (c)     Within  three  business  days  of  the Effectiveness Date, the
Company  shall cause its counsel to issue a blanket opinion in the form attached
hereto  as  Exhibit A, to the transfer agent stating that the shares are subject
to  an  effective registration statement and can be reissued free of restrictive
legend  upon  notice  of a sale by Laurus and confirmation by Laurus that it has
complied  with  the  prospectus delivery requirements, provided that the Company
has  not  advised  the  transfer agent orally or in writing that the opinion has
been  withdrawn.  Copies  of  the blanket opinion required by this Section  2(c)
shall  be  delivered  to  Laurus  within  the  time  frame  set  forth  above.

          (d)     The  Company may require each Holder to furnish to the Company
a  statement  as  to  the number of shares of Common Stock beneficially owned by
such  Holder and the person thereof that has voting and dispositive control over
the  Common  Stock.  During  any  periods that the Company is unable to meet its
obligations  hereunder  with  respect  to  the  registration  of the Registrable
Securities  solely  because  any Holder fails to furnish such information within
ten (10) days of the Company's request, any liquidated damages that are accruing
at  such  time  as  to  such  Holder only shall be tolled and any Event that may
otherwise  occur  solely  because  of  such  delay shall be suspended as to such
Holder only, until such information is delivered to the Company.

     3.     REGISTRATION PROCEDURES.  If and whenever the Company is required by
the provisions hereof to effect the registration of any Registrable Securities
under the Securities Act, the Company will, as expeditiously as possible:

          (a)     prepare  and file with the Commission a registration statement
with  respect to such Registrable Securities, respond as promptly as possible to
any  comments  received  from  the Commission, and use its best efforts to cause
such Registration Statement to become and remain effective for the Effectiveness
Period with respect thereto, and promptly provide to the Purchaser copies of all
filings  and  Commission  letters  of  comment  relating  thereto;

          (b)     prepare  and  file  with  the  Commission  such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith  as  may  be necessary to comply with the provisions of the Securities
Act  with  respect  to  the disposition of all Registrable Securities covered by
such  Registration  Statement  and to keep such Registration Statement effective
until the expiration of the Effectiveness Period applicable to such Registration
Statement;

          (c)     furnish  to  the  Purchaser  such  number  of  copies  of  the
Registration  Statement  and  the  Prospectus  included  therein (including each
preliminary  Prospectus)  as  the Purchaser reasonably may request to facilitate
the  public  sale  or  disposition of the Registrable Securities covered by such
Registration  Statement;


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<PAGE>
          (d)     use its commercially reasonable efforts to register or qualify
the  Purchaser's  Registrable  Securities covered by such Registration Statement
under  the securities or "blue sky" laws of such jurisdictions within the United
States  as  the  Purchaser  may  reasonably request, provided, however, that the
                                                     --------
Company  shall  not  for  any  such  purpose be required to qualify generally to
transact  business  as a foreign corporation in any jurisdiction where it is not
so  qualified  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

          (e)     list  the  Registrable Securities covered by such Registration
Statement  with any securities exchange on which the Common Stock of the Company
is  then  listed;

          (f)     immediately notify the Purchaser at any time when a Prospectus
relating  thereto  is  required to be delivered under the Securities Act, of the
happening  of  any event of which the Company has knowledge as a result of which
the  Prospectus  contained  in  such  Registration Statement, as then in effect,
includes  an  untrue  statement  of a material fact or omits to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading  in  light  of  the  circumstances  then  existing;  and

          (g)     make  available  for  inspection  by  the  Purchaser  and  any
attorney,  accountant  or  other  agent  retained by the Purchaser, all publicly
available,  non-confidential  financial  and  other records, pertinent corporate
documents  and  properties  of  the  Company,  and cause the Company's officers,
directors  and  employees  to  supply  all  publicly available, non-confidential
information  reasonably  requested  by  the attorney, accountant or agent of the
Purchaser.

     4.     REGISTRATION EXPENSES.  All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders are called "Registration Expenses". All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called "Selling Expenses."  The Company shall only be
responsible for Registration Expenses.

     5.     INDEMNIFICATION.

          (a)     In  the  event of a registration of any Registrable Securities
under  the Securities Act pursuant to this Agreement, the Company will indemnify
and  hold  harmless  the  Purchaser,  and its officers, directors and each other
person,  if any, who controls the Purchaser within the meaning of the Securities
Act,  against  any  losses, claims, damages or liabilities, joint or several, to
which the Purchaser, or such persons may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in  respect  thereof)  arise  out  of  or are based upon any untrue statement or
alleged  untrue  statement  of  any  material fact contained in any Registration
Statement  under  which  such  Registrable  Securities were


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<PAGE>
registered  under the Securities Act pursuant to this Agreement, any preliminary
Prospectus or final Prospectus contained therein, or any amendment or supplement
thereof,  or  arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading, and will reimburse the Purchaser, and
each  such person for any reasonable legal or other expenses incurred by them in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or  action; provided, however, that the Company will not be liable in
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any  such  case  if  and  to  the  extent  that  any such loss, claim, damage or
liability  arises  out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  by  or  on  behalf  of  the  Purchaser  or any such person in writing
specifically  for  use  in  any  such  document.

          (b)     In  the  event of a registration of the Registrable Securities
under  the  Securities  Act  pursuant  to  this  Agreement,  the  Purchaser will
indemnify  and  hold  harmless the Company, and its officers, directors and each
other  person,  if  any,  who  controls  the  Company  within the meaning of the
Securities  Act,  against  all  losses, claims, damages or liabilities, joint or
several,  to  which  the  Company  or  such persons may become subject under the
Securities  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement  or  alleged  untrue  statement of any material fact which was
furnished  in  writing by the Purchaser to the Company expressly for use in (and
such  information  is  contained in) the Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement,  any preliminary Prospectus or final Prospectus contained therein, or
any  amendment  or  supplement  thereof,  or  arise out of or are based upon the
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
will  reimburse  the  Company  and  each such person for any reasonable legal or
other  expenses  incurred  by them in connection with investigating or defending
any  such  loss, claim, damage, liability or action, provided, however, that the
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Purchaser  will  be  liable  in any such case if and only to the extent that any
such  loss,  claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity  with information furnished in writing to the Company by or on behalf
of the Purchaser specifically for use in any such document.  Notwithstanding the
provisions  of  this paragraph, the Purchaser shall not be required to indemnify
any  person  or  entity  in  excess  of the amount of the aggregate net proceeds
received  by  the  Purchaser  in respect of Registrable Securities in connection
with  any  such  registration  under  the  Securities  Act.

          (c)     Promptly  after  receipt  by  a  party  entitled  to  claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of  any  action, such Indemnified Party shall, if a claim for indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified  Party  (an  "Indemnifying Party"), notify the Indemnifying Party in
writing  thereof, but the omission so to notify the Indemnifying Party shall not
relieve  it from any liability which it may have to such Indemnified Party other
than  under this Section 5(c) and shall only relieve it from any liability which
it  may  have  to  such  Indemnified Party under this Section 5(c) if and to the
extent  the  Indemnifying Party is prejudiced by such omission. In case any such
action  shall  be  brought against any Indemnified Party and it shall notify the
Indemnifying  Party of the commencement thereof, the Indemnifying


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Party  shall  be entitled to participate in and, to the extent it shall wish, to
assume  and  undertake  the  defense  thereof  with counsel satisfactory to such
Indemnified  Party,  and,  after  notice  from  the  Indemnifying  Party to such
Indemnified  Party  of  its  election  so  to  assume  and undertake the defense
thereof,  the  Indemnifying  Party shall not be liable to such Indemnified Party
under  this  Section  5(c)  for any legal expenses subsequently incurred by such
Indemnified  Party  in  connection  with the defense thereof; if the Indemnified
Party  retains  its  own counsel, then the Indemnified Party shall pay all fees,
costs  and  expenses of such counsel, provided, however, that, if the defendants
                                      --------
in any such action include both the indemnified party and the Indemnifying Party
and  the  Indemnified  Party  shall  have reasonably concluded that there may be
reasonable  defenses  available  to it which are different from or additional to
those available to the Indemnifying Party or if the interests of the Indemnified
Party  reasonably  may  be  deemed  to  conflict  with  the  interests  of  the
Indemnifying  Party,  the  Indemnified  Party shall have the right to select one
separate  counsel and to assume such legal defenses and otherwise to participate
in  the  defense  of  such action, with the reasonable expenses and fees of such
separate  counsel  and  other  expenses  related  to  such  participation  to be
reimbursed  by  the  Indemnifying  Party  as  incurred.

          (d)     In order to provide for just and equitable contribution in the
event  of  joint  liability under the Securities Act in any case in which either
(i)  the  Purchaser,  or  any  officer,  director  or  controlling person of the
Purchaser,  makes  a claim for indemnification pursuant to this Section 5 but it
is  judicially determined (by the entry of a final judgment or decree by a court
of  competent jurisdiction and the expiration of time to appeal or the denial of
the  last right of appeal) that such indemnification may not be enforced in such
case  notwithstanding  the fact that this Section 5 provides for indemnification
in  such  case, or (ii) contribution under the Securities Act may be required on
the part of the Purchaser or such officer, director or controlling person of the
Purchaser  in  circumstances  for  which  indemnification is provided under this
Section  5;  then,  and  in  each  such case, the Company and the Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to which they
may  be  subject (after contribution from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that
the  public  offering  price  of  its  securities  offered  by  the Registration
Statement  bears  to the public offering price of all securities offered by such
Registration  Statement,  provided,  however,  that,  in  any such case, (A) the
                          --------
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities  offered  by  it  pursuant  to  such
Registration  Statement;  and  (B)  no  person  or  entity  guilty of fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent  misrepresentation.

     6.     REPRESENTATIONS AND WARRANTIES.

          (a)     The  Common  Stock  of  the  Company is registered pursuant to
Section  12(b)  or 12(g) of the Exchange Act and, except with respect to certain
matters which the Company has disclosed to the Purchaser on Exhibit 12(j) to the
                                                            -------------
Security  Agreement, the Company has timely filed all proxy statements, reports,
schedules,  forms,  statements  and  other  documents required to be filed by it
under  the  Exchange Act and filed its Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 (collectively, the "SEC Reports").  Each SEC Report
was,  at the time of its filing, in substantial compliance with the requirements
of its respective form and none of the SEC Reports, nor the financial statements
(and  the  notes  thereto)


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included  in the SEC Reports, as of their respective filing dates, contained any
untrue statement of a material fact or omitted to state a material fact required
to  be  stated  therein or necessary to make the statements therein, in light of
the  circumstances  under  which  they  were made, not misleading. The financial
statements  of  the Company included in the SEC Reports comply as to form in all
material  respects  with  applicable  accounting  requirements and the published
rules  and  regulations  of  the  Commission  or  other  applicable  rules  and
regulations  with  respect thereto. Such financial statements have been prepared
in  accordance with generally accepted accounting principles ("GAAP") applied on
a  consistent  basis during the periods involved (except (i) as may be otherwise
indicated  in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may  be  condensed)  and  fairly  present in all material respects the financial
condition,  the  results of operations and the cash flows of the Company and its
subsidiaries,  on a consolidated basis, as of, and for, the periods presented in
each  such  SEC  Report.

          (b)     The  Common Stock is listed for trading on the NASD OTC BB and
satisfies  all  requirements  for the continuation of such listing.  The Company
has not received any notice that its Common Stock will be delisted from the NASD
OTC  BB  or  that  the  Common  Stock  does  not  meet  all requirements for the
continuation  of  such  listing.

          (c)     Neither the Company, nor any of its affiliates, nor any person
acting  on  its  or  their behalf, has directly or indirectly made any offers or
sales  of  any  security  or  solicited  any  offers  to  buy any security under
circumstances  that  would  cause the offering of the Securities pursuant to the
Security  Agreement  to  be  integrated  with prior offerings by the Company for
purposes  of the Securities Act which would prevent the Company from selling the
Common  Stock  pursuant  to Rule 506 under the Securities Act, or any applicable
exchange-related stockholder approval provisions, nor will the Company or any of
its  affiliates  or  subsidiaries take any action or steps after the date hereof
that  would  cause  the offering of the Common Stock to be integrated with other
offerings  (other  than  such  concurrent  offering  to  the  Purchaser).

          (d)     The  Warrants,  the Notes and the shares of Common Stock which
the  Purchaser  may  acquire  pursuant  to  the  Warrants  and the Notes are all
restricted securities under the Securities Act as of the date of this Agreement.
The  Company  will not issue any stop transfer order or other order impeding the
sale  and  delivery  of  any  of the Registrable Securities at such time as such
Registrable  Securities  are  registered  for  public  sale or an exemption from
registration  is  available,  except  as required by federal or state securities
laws.

          (e)     The  Company  understands  the  nature  of  the  Registrable
Securities  issuable  upon  the conversion of each Note and the exercise of each
Warrant and recognizes that the issuance of such Registrable Securities may have
a  potential  dilutive  effect.  The  Company specifically acknowledges that its
obligation  to  issue the Registrable Securities is binding upon the Company and
enforceable  regardless  of the dilution such issuance may have on the ownership
interests  of  other  shareholders  of  the  Company.

          (f)     Except for agreements made in the ordinary course of business,
there  is no agreement that has not been filed with the Commission as an exhibit
to  a  registration  statement  or to a form required to be filed by the Company
under the Exchange Act, the breach of which


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<PAGE>
could  reasonably  be  expected  to  have  a  material and adverse effect on the
Company  and its subsidiaries, or would prohibit or otherwise interfere with the
ability  of  the  Company to enter into and perform any of its obligations under
this  Agreement  in  any  material  respect.

          (g)     The  Company  will at all times have authorized and reserved a
sufficient number of shares of Common Stock for the full conversion of each Note
and  exercise  of  the  Warrants.

     7.     MISCELLANEOUS.

          (a)     REMEDIES.  In  the  event  of  a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or  the  Company,  as the case may be, in addition to being entitled to exercise
all  rights  granted  by  law  and  under  this Agreement, including recovery of
damages,  will  be  entitled  to  specific  performance of its rights under this
Agreement.

          (b)     NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as  set  forth  on
Schedule 7(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in any Registration Statement other than the Registrable Securities, and
the  Company  shall not after the date hereof enter into any agreement providing
any  such  right for inclusion of shares in the Registration Statement to any of
its  security  holders.  Except  as and to the extent specified in Schedule 7(b)
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hereto,  the  Company has not previously entered into any agreement granting any
registration  rights  with  respect  to any of its securities to any Person that
have  not  been  fully  satisfied.

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

          (d)     DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
acquisition  of  such Registrable Securities that, upon receipt of a notice from
the  Company  of  the  occurrence of a Discontinuation Event (as defined below),
such  Holder  will  forthwith  discontinue  disposition  of  such  Registrable
Securities  under  the  applicable  Registration  Statement  until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement  or  until it is advised in writing (the "Advice") by the Company that
the  use  of  the applicable Prospectus may be resumed, and, in either case, has
received  copies of any additional or supplemental filings that are incorporated
or  deemed  to  be  incorporated by reference in such Prospectus or Registration
Statement.  The  Company  may  provide  appropriate  stop  orders to enforce the
provisions  of  this  paragraph.  For  purposes  of  this  Section  7(d),  a
"Discontinuation  Event" shall mean (i) when the Commission notifies the Company
whether there will be a "review" of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide  true  and  complete copies thereof and all written responses thereto to
each of the Holders); (ii) any request by the Commission or any other Federal or
state  governmental authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission  of  any stop order suspending the effectiveness of such Registration
Statement


                                        9
<PAGE>
covering  any  or  all  of  the  Registrable Securities or the initiation of any
Proceedings  for  that  purpose;  (iv)  the  receipt  by  the  Company  of  any
notification  with  respect  to the suspension of the qualification or exemption
from  qualification  of  any  of  the  Registrable  Securities  for  sale in any
jurisdiction,  or  the  initiation  or  threatening  of  any Proceeding for such
purpose;  and/or  (v)  the occurrence of any event or passage of time that makes
the  financial statements included in such Registration Statement ineligible for
inclusion  therein  or  any  statement  made  in  such Registration Statement or
Prospectus  or any document incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus  or other documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as  the case may be, it will not
contain  any  untrue  statement of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

          (e)     PIGGY-BACK  REGISTRATIONS.  If  at  any  time  during  any
Effectiveness  Period  there is not an effective Registration Statement covering
all  of  the  Registrable  Securities  required  to  be  covered  during  such
Effectiveness  Period  and  the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account  or  the account of others under the Securities Act of any of its equity
securities,  other  than  on Form S-4 or Form S-8 (each as promulgated under the
Securities  Act)  or  their then equivalents relating to equity securities to be
issued  solely  in  connection with any acquisition of any entity or business or
equity  securities  issuable  in  connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen (15) days after receipt of such notice, any
such  Holder  shall  so  request  in  writing, the Company shall include in such
registration  statement  all  or  any  part  of such Registrable Securities such
holder  requests  to  be registered, to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this
Agreement,  subject  to customary underwriter cutbacks applicable to all holders
of  registration rights and subject to obtaining any required the consent of any
selling  stockholder(s)  to  such  inclusion  under such registration statement.

          (f)     AMENDMENTS  AND  WAIVERS.  The  provisions  of this Agreement,
including  the  provisions  of  this  sentence,  may not be amended, modified or
supplemented,  and  waivers or consents to departures from the provisions hereof
may  not be given, unless the same shall be in writing and signed by the Company
and  the Holders of the then outstanding Registrable Securities. Notwithstanding
the  foregoing,  a  waiver  or consent to depart from the provisions hereof with
respect  to  a  matter that relates exclusively to the rights of certain Holders
and  that does not directly or indirectly affect the rights of other Holders may
be  given  by  Holders  of  at least a majority of the Registrable Securities to
which  such waiver or consent relates; provided, however, that the provisions of
                                       --------
this sentence may not be amended, modified, or supplemented except in accordance
with  the  provisions  of  the  immediately  preceding  sentence.

          (g)     NOTICES.  Any  notice or request hereunder may be given to the
Company  or  the Purchaser at the respective addresses set forth below or as may
hereafter  be specified in a notice designated as a change of address under this
Section  7(g).  Any  notice or request hereunder shall be given by registered or
certified  mail,  return  receipt  requested,  hand  delivery,


                                       10
<PAGE>
overnight  mail  or telecopy (confirmed by mail). Notices and requests shall be,
in  the case of those by hand delivery, deemed to have been given when delivered
to  any party to whom it is addressed, in the case of those by mail or overnight
mail,  deemed  to  have  been  given three (3) business days after the date when
deposited  in the mail or with the overnight mail carrier, and, in the case of a
telecopy,  when confirmed. The address for such notices and communications shall
be  as  follows:

               If to the Company:      eLinear, Inc.

                                       Attention:
                                       Facsimile:
                                       With a copy to:
                                       Facsimile:

               If to a Purchaser:      To the address set forth under
                                       such Purchaser name on the
                                       signature pages hereto.

               If to any other Person  who is then the registered Holder:

                                       To the address of such Holder as it
                                       appears in the stock transfer books
                                       of the Company

or  such  other  address as may be designated in writing hereafter in accordance
with  this  Section  7(g)  by  such  Person.

          (h)     SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall inure to the
benefit  of  and be binding upon the successors and permitted assigns of each of
the  parties  and shall inure to the benefit of each Holder. The Company may not
assign  its rights or obligations hereunder without the prior written consent of
each  Holder.  Each  Holder  may assign their respective rights hereunder in the
manner  and  to  the  Persons  as  permitted  under the Notes and the Securities
Purchase  Agreement with the prior written consent of the Company, which consent
shall  not  be  unreasonably  withheld

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

          (j)     GOVERNING  LAW.  All  questions  concerning  the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and  construed and enforced in accordance with the internal laws of the State of
New  York,  without  regard  to the principles of conflicts of law thereof. Each
party  agrees  that  all Proceedings concerning the


                                       11
<PAGE>
interpretations,  enforcement  and  defense  of the transactions contemplated by
this  Agreement  shall  be commenced exclusively in the state and federal courts
sitting  in the City of New York, Borough of Manhattan. Each party hereto hereby
irrevocably  submits  to  the  exclusive  jurisdiction  of the state and federal
courts  sitting  in  the  City  of  New  York,  Borough  of  Manhattan  for  the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby  or  discussed  herein, and hereby irrevocably
waives,  and  agrees  not  to assert in any Proceeding, any claim that it is not
personally  subject  to the jurisdiction of any such court, that such Proceeding
is  improper.  Each  party  hereto hereby irrevocably waives personal service of
process and consents to process being served in any such Proceeding by mailing a
copy  thereof  via  registered  or  certified  mail  or overnight delivery (with
evidence  of  delivery) to such party at the address in effect for notices to it
under  this  Agreement  and  agrees  that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by  law.  Each  party  hereto  hereby  irrevocably waives, to the fullest extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out  of  or  relating to this Agreement or the transactions
contemplated  hereby. If either party shall commence a Proceeding to enforce any
provisions  of  a  Transaction  Document,  then  the  prevailing  party  in such
Proceeding  shall  be reimbursed by the other party for its reasonable attorneys
fees  and  other costs and expenses incurred with the investigation, preparation
and  prosecution  of  such  Proceeding.

          (k)     CUMULATIVE  REMEDIES.  The  remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

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

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

       [Balance of page intentionally left blank; signature page follows.]


                                       12
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.


                                       ELINEAR,  INC.

                                       By:_____________________________
                                       Name:___________________________
                                       Title:__________________________

                                       LAURUS  MASTER  FUND,  LTD.

                                       By:______________________________
                                       Name:____________________________
                                       Title:___________________________

                                       Address for Notices:

                                       825 Third Avenue, 14th Floor
                                       New York, New York 10022
                                       Attention:  David Grin
                                       Facsimile:  212-541-4434


                                       13
<PAGE>
                                    EXHIBIT A

                                [Month  __, 200_]


[Continental Stock Transfer
  & Trust Company
Two Broadway
New York, NY  10004
Attn:  William Seegraber]

               Re:     eLinear, Inc. Registration Statement on Form [S-B2]
                       ---------------------------------------------------


Ladies and Gentlemen:

     As  counsel  to  eLinear,  Inc., a Delaware corporation (the "Company"), we
have  been  requested to render our opinion to you in connection with the resale
by  the  individuals  or  entitles  listed  on  Schedule  A attached hereto (the
"Selling Stockholders"), of an aggregate of [amount]shares (the "Shares") of the
Company's  Common  Stock.

     A  Registration  Statement on Form [S-B2] under the Securities Act of 1933,
as  amended  (the  "Act"), with respect to the resale of the Shares was declared
effective  by  the Securities and Exchange Commission on [date]. Enclosed is the
Prospectus  dated  [date].  We  understand that the Shares are to be offered and
sold  in  the  manner  described  in  the  Prospectus.

     Based  upon  the foregoing, upon request by the Selling Stockholders at any
time  while the registration statement remains effective, it is our opinion that
the  Shares  have  been registered for resale under the Act and new certificates
evidencing  the  Shares  upon  their  transfer or re-registration by the Selling
Stockholders may be issued without restrictive legend. We will advise you if the
registration statement is not available or effective at any point in the future.

                                       Very truly yours,


                                       [Company counsel]


<PAGE>
                                   SCHEDULE A
                                                                   Shares
Selling Stockholder              R/N/O                          Being Offered
-------------------              -----                          -------------


<PAGE>