EXHIBIT 10.20

THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE
SECURITIES  LAWS.  THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS  NOTE  MAY  NOT  BE  SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE  OF  AN  EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND  ANY  APPLICABLE  STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO  ELINEAR,  INC.  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

                   SECURED CONVERTIBLE MINIMUM BORROWING NOTE
                   ------------------------------------------

          FOR  VALUE RECEIVED, ELINEAR, INC. ("ELINEAR") a Delaware corporation,
NETVIEW  TECHNOLOGIES,  INC.,  a  Texas  corporation  ("NETVIEW")  and NEWBRIDGE
TECHNOLOGIES,  INC.,  a  Texas  corporation  ("NEWBRIDGE") (eLinear, NetView and
NewBridge,  individually,  a  "BORROWER"  and  collectively,  the  "BORROWERS"),
jointly  and  severally,  promises  to  pay  to  LAURUS  MASTER  FUND, LTD., c/o
Ironshore  Corporate  Services Ltd., P.O. Box 1234 G.T., Queensgate House, South
Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the "HOLDER") or
its  registered  assigns,  on order, the sum of TWO MILLION DOLLARS ($2,000,000)
without  duplication  of  any  amounts owing by any Borrower to Holder under the
Revolving  Note  (as  defined  in the Security Agreement), or, if different, the
aggregate  principal  amount  of  all  "Loans"  (as  such term is defined in the
Security  Agreement  referred  to  below),  together with any accrued and unpaid
interest  hereon,  on  February  23,  2007  (the  "MATURITY  DATE").

          Capitalized  terms  used  herein  without  definition  shall  have the
meanings  ascribed  to  such terms in the Security Agreement among the Borrowers
and  the  Holder dated as of the date hereof (as amended, restated, modified and
supplemented  from  time  to  time,  the  "SECURITY  AGREEMENT").

The following terms shall apply to this Minimum Borrowing Note (the "Note"):

                                    ARTICLE I
                                    INTEREST

     1.1.     Interest  Rate  and  Payments.  Subject  to  Sections  5.3 and 6.7
              -----------------------------
hereof,  interest payable on this Note shall accrue at a rate per annum equal to
the  Contract  Rate.  Interest shall be payable monthly in arrears commencing on
April  1,  2004  and  on  the  first  day  of  each  consecutive  calendar month
thereafter,  (each,  an  "INTEREST  PAYMENT  DATE").


<PAGE>
                                   ARTICLE II
           ADVANCES, BORROWERS CONVERSION RIGHTS, PAYMENTS UNDER NOTE

     2.1.     Mechanics  of Advances.  All Loans evidenced by this Note shall be
              ----------------------
made in accordance with the terms and provisions of the Security Agreement.

     2.2.     Fixed  Conversion  Price.  For purposes hereof, subject to Section
              ------------------------
3.5 hereof, the "FIXED CONVERSION PRICE" means $2.91.

     2.3.     No  Effective  Registration.  Notwithstanding  anything  to  the
              ---------------------------
contrary  herein, eLinear shall be prohibited from exercising its right to repay
any amount hereunder in shares of Common Stock if at any time from the Call Date
(defined  below)  for  such  payment through the date upon which such payment is
made  by  delivery  of certificates for shares of Common Stock if there fails to
exist  an  effective  current  Registration  Statement  (as  defined  in  the
Registration Rights Agreement) covering the resale of the shares of Common Stock
to  be  issued,  or  if  an Event of Default hereunder exists and is continuing,
unless such requirement is otherwise waived in writing by the Holder in whole or
in  part  at  the  Holder's  option.

     2.4.     Optional Payments in Common Stock.  Subject to Section 2.2 hereof,
              ---------------------------------
if  the  Borrowers  elect  to  pay  interest or prepay principal and the average
closing  price  of the Common Stock on the Principal Market is greater than 110%
of  the  Fixed  Conversion  Price  for a period of at least five (5) consecutive
trading days, then the Company Agent may, at its sole option, provide the Holder
                                          ------------------
written  notice  (a  "CALL  NOTICE")  requiring  the  conversion  at  the  Fixed
Conversion Price of all or a portion of the outstanding interest or principal of
this Note (subject to compliance with Section 2.3 and 3.2, together with accrued
interest  on  the  amount  being  prepaid, as of the date set forth in such Call
Notice (the "CALL DATE").  The Call Date shall be at least ten (10) trading days
following the date of the Call Notice.  On the Call Date the Company Agent shall
deliver  to the Holder certificates evidencing the shares of Common Stock issued
in satisfaction of the principal and/or interest being retired.  Notwithstanding
the  foregoing,  eLinear's  right  to issue shares of Common Stock in payment of
obligations  under  this Note shall be subject to the limitation that the number
of  shares  of  Common Stock issued in connection with any Call Notice shall not
exceed  25%  of  the aggregate dollar trading volume of the Common Stock for the
ten  (10)  trading  days  immediately preceding the Call Date (as such volume is
reported  by  Bloomberg, L.P.  If the price of the Common Stock falls below 110%
of the Fixed Conversion Price during the ten (10) trading day period immediately
preceding  the  Call Date, then the Holder will then be required to convert only
such  amount  of  the  Note  as  shall  equal  twenty  five percent (25%) of the
aggregate  dollar  trading volume (as such volume is reported by Bloomberg L.P.)
for  each  day  that  the  Common Stock has exceeded 110% of the then applicable
Fixed  Conversion Price.  ELinear shall not be permitted to give the Holder more
than one Call Notice under this Note during any 22-day period.

     2.5.     Optional  Redemption  in Cash.  The Borrowers will have the option
of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a
sum of money equal to one hundred fifteen percent (115%) of the principal amount
of  this  Note together with accrued but unpaid interest thereon and any and all
other  sums  due,  accrued or payable to the Holder arising under this Note, the
Security  Agreement,  or  any  Ancillary  Agreement  (as defined in the Security
Agreement)  (the  "REDEMPTION  AMOUNT") outstanding on the day written notice of
Redemption


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<PAGE>
(the  "NOTICE  OF  REDEMPTION") is given to the Holder. The Notice of Redemption
shall  specify  the  date  for such Optional Redemption (the "REDEMPTION PAYMENT
DATE") which date shall not be earlier than the day after the date of the Notice
of  Redemption and not later than seven (7) days after the date of the Notice of
Redemption  (the  "REDEMPTION  PERIOD").  A  Notice  of  Redemption shall not be
effective  with  respect  to any portion of this Note for which the Holder has a
pending  election to convert pursuant to Section 3.1, or for conversions elected
to  be  made by the Holder pursuant to Section 3.1 during the Redemption Period.
The  Redemption  Amount  shall  be  determined  as  if  such Holder's conversion
elections  had  been  completed  immediately  prior to the date of the Notice of
Redemption.  On  the Redemption Payment Date, the Redemption Amount must be paid
in  good  funds  to  the  Holder.  In  the  event  the Borrowers fail to pay the
Redemption  Amount  on  the Redemption Payment Date, then such Redemption Notice
will  be  null  and  void.

                                   ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

     3.1.     Optional Conversion. Subject to the terms of this Article III, the
              -------------------
Holder  shall  have  the  right,  but  not the obligation, at any time until the
Maturity  Date,  or thereafter during an Event of Default (as defined in Article
V),  and, subject to the limitations set forth in Section 3.2 hereof, to convert
all  or  any portion of the outstanding Principal Amount and/or accrued interest
and  fees due and payable into fully paid and nonassessable shares of the Common
Stock  at  the  Fixed  Conversion Price. The shares of Common Stock to be issued
upon such conversion are herein referred to as the "CONVERSION SHARES."

     3.2.     Conversion  Limitation.  Notwithstanding anything contained herein
              ----------------------
to  the  contrary,  the  Holder shall not be entitled to convert pursuant to the
terms  of  this  Note  an  amount  that would be convertible into that number of
Conversion Shares which would exceed the difference between the number of shares
of  Common  Stock beneficially owned by such Holder or issuable upon exercise of
warrants held by such Holder and 4.99% of the outstanding shares of Common Stock
of  eLinear.  For the purposes of the immediately preceding sentence, beneficial
ownership  shall  be determined in accordance with Section 13(d) of the Exchange
Act and Regulation 13d-3 thereunder.  The Conversion Shares limitation described
in  this Section 3.2 shall automatically become null and void without any notice
to  any  Borrower  upon  the  occurrence  and  during the continuance beyond any
applicable  grace period of an Event of Default, or upon 75 days prior notice to
the  Company  Agent.

     3.3.     Mechanics  of  Holder's  Conversion.  In the event that the Holder
              -----------------------------------
elects  to  convert this Note into Common Stock, the Holder shall give notice of
such  election  by  delivering  an  executed  and completed notice of conversion
("NOTICE  OF  CONVERSION")  to  the  Company Agent and such Notice of Conversion
shall provide a breakdown in reasonable detail of the  Principal Amount, accrued
interest  and  fees  that  are  being  converted.  On  each  Conversion Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall  make  the appropriate reduction to the Principal Amount, accrued interest
and  fees  as entered in its records and shall provide written notice thereof to
the  Company Agent within two (2) business days after the Conversion Date.  Each
date  on  which a Notice of Conversion is delivered or telecopied to the Company
Agent in accordance with the provisions hereof shall be deemed a Conversion Date
(the  "CONVERSION  DATE").  A  form  of  Notice  of Conversion to be employed by


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<PAGE>
the  Holder  is annexed hereto as Exhibit A. Pursuant to the terms of the Notice
of  Conversion,  the  eLinear  will  issue  instructions  to  the transfer agent
accompanied  by an opinion of counsel within one (1) business day of the date of
the  delivery  to  Company  Agent  of the Notice of Conversion and eLinear shall
cause  the  transfer  agent  to  transmit  the  certificates  representing  the
Conversion  Shares  to  the  Holder  by  crediting  the  account of the Holder's
designated  broker  with  the  Depository  Trust Corporation ("DTC") through its
Deposit  Withdrawal  Agent  Commission ("DWAC") system within three (3) business
days  after  receipt  by  the  Company  Agent  of  the Notice of Conversion (the
"DELIVERY  DATE"). To the extent eLinear is not eligible to use the DWAC system,
eLinear  shall  give  instructions  to  eLinear's  transfer agent to deliver the
certificates  representing  the Conversion Shares to the Holder promptly, and in
no  event  later  than  the  Delivery  Date.  In the case of the exercise of the
conversion  rights  set forth herein the conversion privilege shall be deemed to
have  been  exercised  and  the  Conversion Shares issuable upon such conversion
shall  be  deemed  to  have  been issued upon the date of receipt by the Company
Agent  of the Notice of Conversion. The Holder shall be treated for all purposes
as  the  record  holder  of  such  Common  Stock, unless the Holder provides the
Company Agent written instructions to the contrary. In the event that the Holder
elects  to convert this Note into Common Stock prior to there being an effective
registration statement covering the shares of common stock underlying this Note,
the Holder agrees and acknowledges that any shares delivered to the holder under
this  Article  3  shall  be  "restricted"  shares  of  Common  Stock.

     3.4.     Late  Payments.  Each  Borrower  understands  that  a delay in the
              --------------
delivery  of  the  shares  of Common Stock in the form required pursuant to this
Article  beyond  the  Delivery Date could result in economic loss to the Holder.
As  compensation to the Holder for such loss, each Borrowers agree to pay in the
aggregate  late  payments  to the Holder for late issuance of such shares in the
form  required  pursuant to this Article III upon conversion of the Note, in the
amount  equal  to  $500 per business day after the Delivery Date.  Each Borrower
shall  pay  any  payments  incurred  under this Section in immediately available
funds  upon  demand.

     3.5.     Adjustment  Provisions.  The Fixed Conversion Price and number and
              ----------------------
kind  of  shares  or  other  securities  to be issued upon conversion determined
pursuant  to  Section  2.2 shall be subject to adjustment from time to time upon
the happening of certain events while this conversion right remains outstanding,
as  follows:

          A.     Reclassification,  etc.  If  eLinear  at  any  time  shall,  by
                 ----------------------
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as  would  have  been issuable as the result of such change with
respect  to the Common Stock immediately prior to such reclassification or other
change.

          B.     Stock  Splits,  Combinations  and  Dividends.  If the shares of
                 --------------------------------------------
Common  Stock  are  subdivided  or  combined into a greater or smaller number of
shares  of  Common Stock, or if a dividend is paid on the Common Stock in shares
of  Common Stock, the Fixed Conversion Price shall be proportionately reduced in
case  of subdivision of shares or stock dividend or proportionately increased in
the  case  of  combination  of  shares, in each such case by the ratio which the
total  number  of  shares  of  Common  Stock  outstanding immediately after such


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<PAGE>
event  bears  to  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  prior  to  such  event.

          C.     Share  Issuances.  Subject  to  the  provisions of this Section
                 ----------------
3.5,  if  eLinear shall at any time prior to the conversion or repayment in full
of  the Principal Amount issue any shares of Common Stock to a person other than
the  Holder  (except  (i) pursuant to Subsections A or B above; (ii) pursuant to
options,  warrants, or other obligations to issue shares outstanding on the date
hereof  as disclosed to Holder in writing; or (iii) pursuant to options that may
be  issued  under any employee incentive stock option and/or any qualified stock
option  plan  adopted  by  eLinear)  for  a  consideration per share (the "Offer
Price")  less  than  the  Fixed  Conversion  Price in effect at the time of such
issuance, then the Fixed Conversion Price shall be immediately reset pursuant to
the formula below.  For purposes hereof, the issuance of any security of eLinear
convertible into or exercisable or exchangeable for Common Stock shall result in
an  adjustment  to  the  Fixed  Conversion Price at the time of issuance of such
securities.  If eLinear issues any additional shares pursuant to this Subsection
then,  and  thereafter  successively  upon each such issue, the Fixed Conversion
Price  shall  be  adjusted  by  multiplying the then applicable Fixed Conversion
Price  by  the  following  fraction:

                                      A + B
                          (A + B) + [((C - D) x B) / C]

              A = Actual shares outstanding prior to such offering
                     B =  Actual shares sold in the offering
                           C = Fixed Conversion Price
                                 D = Offer Price

          D.     Computation  of  Consideration. For purposes of any computation
                 ------------------------------
respecting  consideration received pursuant to Subsection C above, the following
shall  apply:

               (a)     in the case of the issuance of shares of Common Stock for
cash,  the  consideration  shall be the amount of such cash, provided that in no
case  shall  any  deduction  be  made  for  any  commissions, discounts or other
expenses  incurred  by eLinear for any underwriting of the issue or otherwise in
connection  therewith;

               (b)     in the case of the issuance of shares of Common Stock for
a  consideration  in  whole  or in part other than cash, the consideration other
than  cash  shall be deemed to be the fair market value thereof as determined in
good  faith by the Board of Directors of eLinear (irrespective of the accounting
treatment  thereof);  and

               (c)     Upon  any  such  exercise,  the  aggregate  consideration
received for such securities shall be deemed to be the consideration received by
eLinear  for  the  issuance  of  such  securities  plus  the  additional minimum
consideration, if any, to be received by eLinear upon the conversion or exchange
thereof  (the  consideration in each case to be determined in the same manner as
provided  in  clauses  (a)  and  (b)  of  this  Subsection  (D)).

     3.6.     Reservation  of  Shares.  During  the  period the conversion right
              -----------------------
exists,  eLinear  will  reserve  from its authorized and unissued Common Stock a
sufficient number of shares to provide


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<PAGE>
for  the issuance of Common Stock upon the full conversion of this Note. eLinear
represents  that  upon  issuance,  such  shares will be duly and validly issued,
fully  paid  and  non-assessable.  eLinear agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and  issue  the  necessary  certificates  for  shares  of  Common Stock upon the
conversion  of  this  Note.

     3.7.     Registration  Rights.  The  Holder  has  been granted registration
              --------------------
rights  with  respect  to the shares of Common Stock issuable upon conversion of
this  Note  as more fully set forth in a Registration Rights Agreement dated the
date  hereof.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

          The  occurrence  of any of the following events is an Event of Default
("EVENT  OF  DEFAULT"):

     4.1.     Failure  to  Pay  Principal, Interest or other Fees.  Any Borrower
              ---------------------------------------------------
fails  to  pay  when  due  any  installment of principal, interest or other fees
hereon  or  on  any  other  promissory  note  issued  pursuant  to  the Security
Agreement,  when  due  in  accordance  with  the  terms  of  such  note.

     4.2.     Breach  of  Covenant.  Any Borrower breaches any covenant or other
              --------------------
term  or  condition  of  this  Note  in any material respect and such breach, if
subject to cure, continues for a period of thirty (30) days after the occurrence
thereof.

     4.3.     Breach  of  Representations  and  Warranties.  Any  material
              --------------------------------------------
representation  or  warranty  of  any  Borrower  made  herein,  or  the Security
Agreement,  or  in  any  Ancillary  Agreement  shall  be  materially  false  or
misleading.

     4.4.     Stop  Trade.  An  SEC stop trade order or Principal Market trading
              -----------
suspension  of  the  Common Stock shall be in effect for 5 consecutive days or 5
days during a period of 10 consecutive days, excluding in all cases a suspension
of  all trading on a Principal Market, provided that eLinear shall not have been
able  to  cure  such  trading suspension within 30 days of the notice thereof or
list the Common Stock on another Principal Market within 60 days of such notice.
The  "Principal Market" for the Common Stock shall include the NASD OTC Bulletin
Board,  NASDAQ  SmallCap  Market,  NASDAQ National Market System, American Stock
Exchange,  or New York Stock Exchange (whichever of the foregoing is at the time
the  principal  trading  exchange  or  market  for  the  Common  Stock),  or any
securities exchange or other securities market on which the Common Stock is then
being  listed  or  traded.

     4.5.     Default  Under  Related  Agreement.  The occurrence of an Event of
              ----------------------------------
Default  under  and  as  defined  in the Security Agreement and/or the Ancillary
Agreements.

     4.6.     Failure  to  Deliver  Common Stock or Replacement Note.  eLinear's
              ------------------------------------------------------
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by this Note, and Section 9 of the Security Agreement, or if required,
a  replacement  Note if such failure to timely deliver Common Stock shall not be
cured within two (2) business days or such failure to deliver a replacement Note
is  not  cured  within  seven  (7)  business  days.


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<PAGE>
     4.7.     Payment  Grace  Period.  The  Borrowers  shall  have  a  three (3)
              ----------------------
business day grace period to pay any monetary amounts due under this Note or the
Security  Agreement  or  any  Ancillary  Agreements,  after which grace period a
default  interest  rate of five percent (5%) per annum above the then applicable
interest  rate  hereunder  shall  apply  to  the monetary amounts due until such
amounts  are  paid.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF HOLDERS

     5.1.     Investment Intent.  The Holder understands that the Securities are
              -----------------
"restricted securities" and have not been registered under the Securities Act or
any applicable state securities law and is acquiring the Securities as principal
for  its  own account for investment purposes only and not with a view to or for
distributing  or  reselling  such Securities or any part thereof, has no present
intention  of  distributing  any  of  such  Securities and has no arrangement or
understanding  with  any  other  persons  regarding  the  distribution  of  such
Securities  (this representation and warranty not limiting the Holder's right to
sell  the  Securities  pursuant  to  the  Registration Statement or otherwise in
compliance  with  applicable  federal  and  state  securities  laws).

     5.2.     Holder Status.  At the time the Holder was offered the Securities,
              -------------
it was, and at the date hereof it is an "accredited investor" as defined in Rule
501(a)  under  the  Securities  Act.

     5.3.     Experience  of  Holder.  The Holder, either alone or together with
              ----------------------
its  representatives,  has  such  knowledge,  sophistication  and  experience in
business  and financial matters so as to be capable of evaluating the merits and
risks  of the prospective investment in the Securities, and has so evaluated the
merits  and  risks  of such investment.  The Holder is able to bear the economic
risk of an investment in the Securities and is able to afford a complete loss of
such  investment.

     5.4.     General Solicitation.  The Holder is not purchasing the Securities
              --------------------
as  a  result  of  any  advertisement,  article,  notice  or other communication
regarding  the  Securities published in any newspaper, magazine or similar media
or  broadcast  over television or radio or presented at any seminar or any other
general  solicitation  or  general  advertisement.

                                   ARTICLE VI
                                DEFAULT PAYMENTS

     6.1.     Default  Payment.  If  an  Event of Default occurs, the Holder, at
              ----------------
its  option,  may  elect, in addition to all rights and remedies of Holder under
the  Security  Agreement and all obligations of each Borrower under the Security
Agreement,  to  require Borrowers to make a Default Payment ("DEFAULT PAYMENT").
The  Default Payment shall be the outstanding principal amount of the Note, plus
accrued but unpaid interest, all other fees then remaining unpaid, and all other
amounts  payable  hereunder.

     6.2.     Default  Payment  Date  and  Default  Notice  Period.  The Default
              ----------------------------------------------------
Payment  shall  be  due  and payable on the fifth business day after an Event of
Default  as  defined  in Article IV ("DEFAULT PAYMENT DATE") has occurred and is
continuing  beyond  any  applicable  grace period.  The period between date upon
which  of  an  Event  of  Default  has  occurred  and  is  continuing


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<PAGE>
beyond  any  applicable  grace  period and the Default Payment Date shall be the
"DEFAULT  PERIOD." If during the Default Period, any Borrower cures the Event of
Default, the Event of Default will no longer exist and any additional rights the
Holder  had  triggered  by the occurrence and continuance of an Event of Default
will  no  longer  exist. If the Event of Default is not cured during the Default
Notice  Period,  all  amounts  payable hereunder shall be due and payable on the
Default  Payment  Date,  all  without  further demand, presentment or notice, or
grace  period,  all  of  which  hereby  are  expressly  waived.

     6.3.      Default  Interest  Rate.  Following the occurrence and during the
              ------------------------
continuance of an Event of Default, interest on this Note shall automatically be
increased  to  one  and  one  half percent (1.5%) per month, and all outstanding
Obligations,  including  unpaid interest, shall continue to accrue interest from
the  date  of  such  Event  of  Default at such interest rate applicable to such
Obligations  until  such  Event  of  Default  is  cured  or  waived.

     6.4.     Cumulative  Remedies.  The  remedies  under  this  Note  shall  be
              --------------------
cumulative.

                                   ARTICLE VII
                                  MISCELLANEOUS

     7.1.     Failure or Indulgence Not Waiver.  No failure or delay on the part
              --------------------------------
of  the Holder hereof in the exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     7.2.     Notices.  Any  notice  herein  required  or  permitted to be given
              -------
shall  be  in  writing and provided in accordance with the terms of the Security
Agreement.

     7.3.      Amendment  Provision.  The term "Note" and all reference thereto,
              ---------------------
as  used  throughout  this  instrument, shall mean this instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented, and any successor instrument as it may be amended or supplemented.

     7.4.     Assignability.  This  Note shall be binding upon each Borrower and
              -------------
its  respective  successors  and  assigns, and shall inure to the benefit of the
Holder  and  its  successors  and  assigns, and may be assigned by the Holder in
accordance  with  the  requirements  of  the  Security  Agreement.

     7.5.     Cost  of  Collection.  If  default  is made in the payment of this
              --------------------
Note,  each Borrower shall pay the Holder hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.

     7.6.     Governing  Law.  This  Note  shall be governed by and construed in
              --------------
accordance  with the laws of the State of New York, without regard to principles
of  conflicts  of  laws.  Any  action  brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the State of
New  York.  Both  parties and the individual signing this Note on behalf of each
Borrower  agree  to  submit  to the jurisdiction of such courts.  The prevailing
party  shall  be  entitled


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<PAGE>
to recover from the other party its reasonable attorney's fees and costs. In the
event  that  any  provision  of  this Note is invalid or unenforceable under any
applicable  statute  or  rule  of  law,  then  such  provision  shall  be deemed
inoperative  to  the  extent  that it may conflict therewith and shall be deemed
modified  to  conform with such statute or rule of law. Any such provision which
may  prove  invalid or unenforceable under any law shall not affect the validity
or  unenforceability  of  any  other  provision  of this Note. Nothing contained
herein  shall  be deemed or operate to preclude the Holder from bringing suit or
taking  other  legal  action  against  any Borrower in any other jurisdiction to
collect  on  such Borrower's obligations to Holder, to realize on any collateral
or  any  other  security for such obligations, or to enforce a judgment or other
court  order  in  favor  of  Holder.

     7.7.     Maximum  Payments.  Nothing  contained  herein  shall be deemed to
              -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess  of  the maximum permitted by applicable law.  In the event that the rate
of  interest  required  to be paid or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the Borrowers to the Holder and thus refunded to the
Borrowers.

     7.8.     Security  Interest.  The  Holder  of  this Note has been granted a
              ------------------
security interest in certain assets of each Borrower more fully described in the
Security  Agreement.

     7.9.     Construction.  Each  party  acknowledges  that  its  legal counsel
              ------------
participated in the preparation of this Note and, therefore, stipulates that the
rule  of  construction  that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against  the  other.

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


                                        9
<PAGE>
          IN  WITNESS WHEREOF, each Borrower has caused this Secured Convertible
Minimum  Borrowing  Note to be signed in its name effective as of the date first
above  written.

                                       ELINEAR, INC.

                                       By:__________________________________
                                          Name:
                                          Title:

                                       NETVIEW TECHNOLOGIES, INC.

                                       By:__________________________________
                                          Name:
                                          Title:

                                       NEWBRIDGE TECHNOLOGIES, INC.

                                       By:__________________________________
                                          Name:
                                          Title:


                                       10
<PAGE>
                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Holder in order to convert the Note)

     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________ of the interest due on the Secured Convertible Minimum Borrowing Note
issued  by  eLinear,  Inc. ("eLinear"), NetView Technologies, Inc. and NewBridge
Technologies,  Inc. on February ___, 2004 into Shares of Common Stock of eLinear
according  to  the  conditions  set  forth  in such Note, as of the date written
below.

Date of Conversion:        _____________________________________________________

Conversion Price:          _____________________________________________________

Shares To Be Delivered:    _____________________________________________________

Signature:                 _____________________________________________________

Print Name:                _____________________________________________________

Address:                   _____________________________________________________

                           _____________________________________________________

Holder  DWAC               _____________________________________________________
instructions



                                       11
<PAGE>