EXHIBIT
10.9


	
  DISTRIBUTOR AGREEMENT

  	
   

	
   
	
   

	
   
	
  Tripath Technology, Inc.

  3900 Freedom Circle, Suite

  #200

  Santa Clara, CA 95054

  PH (408) 567-3000

  FAX (408) 567-3003

  



          This
Agreement is effective 2/3/99 (“Effective Date”) between Tripath Technology,
Inc. (“Tripath”), and

MACNICA,
Inc.

Hakusan High-Tech Park, 1022-2 Hakusan

Midori-Ku, Yokohama- City 226-8505

Japan

Tripath and Distributor
intend to establish Distributor as a non-exclusive Distributor for Tripath
products in the following designated Territory, subject to the terms and
conditions of this Agreement.





Japan








1.       Products

          1.1       “Products” means the Tripath semiconductor products identified by Tripath in
writing from time to time.

          1.2       Tripath may discontinue manufacture or sale, or otherwise treat as obsolete,
any or all of the Products covered by this Agreement upon thirty days written
notice.

2.       Appointment and Term

          2.1       For the term of this Agreement, Tripath appoints Distributor as a non-exclusive
distributor for the Products in the Territory, subject to Tripath’s direct
sales activities under Section 4.

          2.2       Distributor will use best efforts to develop the local market and promote the
sales of Products within the Territory. 
Distributor will not sell outside the Territory without Tripath’s prior
written permission, which will not be unreasonably withheld.


          2.3       After one month’s written notice, Tripath may in its discretion amend
(i) the Products, and/or (ii) the Territory.

          2.4       Tripath reserves the right to appoint other distributors in or out of the
Territory who may sell into the Territory.

          2.5       Distributor’s appointment is for a term of one year from the Effective Date,
renewable automatically unless terminated under Section 18.

3.       Distributor
Responsibilities

          3.1       Distributor will maintain an adequately trained sales organization, capable of
fulfilling its obligation under Subsection 2.2.

          3.2       Tripath will furnish technical and marketing information (such as sales aids
and 






Distributor
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literature, data sheets,
application notes, etc.) for the Products, and Distributor will maintain an
organized and well stocked collection of such technical and marketing
information for distribution to prospective customers.

          3.3       Distributor will employ sufficient trained personnel (“Application Engineers”)
to provide technical and marketing support for Tripath’s Products.  Distributor and Tripath will cooperate to
ensure that the Application Engineers are and remain adequately trained and
qualified.

          3.4       Distributor will maintain a reasonable number of demonstration Products
(customer samples), with appropriate technical and marketing literature,
available for demonstration by knowledgeable Distributor personnel, provided
that Distributor must obtain prior approval by Tripath before any customer
receives demonstration Products (customer samples).

          3.5       Distributor has no authorization to make, and will not make, any guarantee or
warranty with respect to any Product – all Product warranties are to be
communicated to Customers directly by Tripath in writing.  Distributor will make no representations as
to quality, performance, capabilities, and the like except as are expressly
authorized in writing by Tripath (such as in Tripath’s standard, published
specifications for a Product).


4.       Other
Product Lines

          4.1       In appointing Distributor, Tripath is relying to a significant extent on
Distributor’s undertaking in Subsection 2.2.

          4.2       Distributor will not carry any competitive products without Tripath’s consent,
which shall not be unreasonable.

5.       Tripath Direct Sales Activity

          5.1       Tripath may in its sole discretion, immediately upon written notice to
Distributor, make direct sales to certain accounts in the Territory (“Direct
Sales Accounts”), including accounts to which Distributor has made sales.

6.       Pricing, credits, and allowances

          6.1       Unless otherwise authorized by TRIPATH, all prices are F.O.B. TRIPATH’s
domestic plant (currently located in Santa Clara, California, U.S.A.) or its
overseas plant.  TRIPATH shall sell the
Product to Distributor at the Distributor Price.  Distributor will set the selling prices to the Customers in the
Territory at its discretion.  The difference
between the Distributor Price and the Distributor’s selling price to its
customers shall be Distributor’s sole remuneration for sale of the Product.

          6.2       TRIPATH has the right at any time to revise the Distributor Prices and/or
distributor discounts consistent with its domestic price changes with sixty
(60) days’ advance written notice to Distributor.  Such revisions shall apply to all orders received after the
effective date of revision.

          6.3       The Distributor Price does not include any taxes that may be applicable to the
Products by any government or governmental body located in the Territory nor
does the Distributor Price include any customs duties or other charges that may
be imposed upon the Products.  When
TRIPATH has the legal obligation to collect such taxes or duties, the
appropriate amount shall be added to Distributor’s invoice and paid by
Distributor unless Distributor provides TRIPATH with a valid exemption
certificate authorized by the appropriate taxing authority.


          6.4       The Distributor Prices are in US Dollars but are subject to the Japanese Yen /
US Dollar exchange rate variation.  When
there is a substantial exchange rate fluctuation (more than +/-5% from the current
base for a period of 3 consecutive months), TRIPATH and Distributor agree to
review the Distributor Prices for the 

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Products, provided,
however, that any adjustment to Distributor Prices as a result of exchange rate
variation shall be made in the sole discretion of TRIPATH.

          6.5       Distributor shall promptly advise TRIPATH whenever special prices, terms, or
other conditions are required to secure business not otherwise obtainable.  In such cases TRIPATH and Distributor shall
discuss the necessary course of actions in good faith, however, the decision to
allow any such special prices, terms, or other conditions shall be made solely
by TRIPATH.  All elements relating
thereto shall be agreed to in writing or by teletransmission by TRIPATH and
Distributor before the final closing of the order and shall not be used to
establish a precedent.

          6.6       In the event of a price decrease, all undelivered orders shall be billed at the
lower price and TRIPATH shall reimburse Distributor in an amount equal to the
price decrease for all products in Distributor’s inventory.  Distributor shall have thirty (30) days
after the effective date of the price decrease to submit its claim.  Upon verification of such claim, TRIPATH
shall issue a credit to Distributor’s account.

7.       Purchase Orders and Payment


          7.1       Distributor will maintain sufficient inventory of Products (but not less than
one month’s inventory without Tripath’s approval) to provide prompt delivery to
Distributor’s customers, in furtherance of Distributor’s undertaking in
Subsection 2.2.


          7.2       Distributor will purchase Products for resale to its customers in accordance
with Tripath’s then effective terms and conditions of sale set forth in the
Tripath sales order acknowledgment (“Sales Order Acknowledgment”), and the
pricing terms of the then effective Distributor Price List (including minimum
order quantities).  The terms and
conditions of sale in the Sales Order Acknowledgment may be changed without
prior notice, exclusively at Tripath’s discretion.

          7.3       No purchase order from Distributor is binding on Tripath until Tripath issues a
Sales Order Acknowledgment to Distributor for such order, or makes a shipment
against such order.  Tripath will use
commercially reasonable efforts to acknowledge Distributor purchase orders
promptly.

          7.4       Tripath will invoice Distributor for Products when Tripath ships such Products.

          7.5       All credits will be handled as separate financial transactions from the
original invoice, and will be evidenced by a written credit request submitted
to Tripath.  Distributor will not reduce
any payment to Tripath to account for anticipated or unauthorized credits
(except for short shipments and non-receipt of Products), either at the time of
the payment of original invoice, or at the time of providing a credit
request.  Credit requests should be
submitted by Distributor within 45 days after the date of Distributor’s invoice
for the related transactions.

          7.6       Any credit request will be based on the price shown on the then current
Distributor Price List, or the actual net price paid by Distributor for the
Product, whichever is lower.

          7.7       If Tripath notifies Distributor of any discrepancy in a credit request,
Distributor has 30 days to resolve the discrepancy and pay the amount of the
discrepancy.


          7.8       No purchase orders for which a Sales Order Acknowledgment has been issued may
be canceled or rescheduled within one month of the scheduled shipment date
without Tripath’s approval.

8.       Special Pricing and Other Allowances

          8.1       The provisions of this Section 8 will be applicable only to transactions
on DPA (distributor price authorization) basis in which Distributor first
obtains a DPA confirmation from Tripath.

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          8.2       Requests for special pricing and/or allowances will be submitted by Distributor
to the appropriate Tripath sales office, and must be first approved in writing
by that office.

          8.3       Quotes for special pricing are good for one month, and must be backed by a
Tripath quote number.  Distributor will
supply supporting documentation showing Products listed by part number, date of
transaction, end customer name and address, and the appropriate special pricing
details, not later than two weeks after shipment to the associated customer.

          8.4       If Tripath has granted Distributor special pricing on a sale in which
Distributor’s customer has later returned the Product to Distributor,
Distributor will reimburse Tripath for the amount of the DPA allowance within
one month after such return.

          8.5       Any debit memo submitted by Distributor for a DPA allowance will be based on
the price shown on the then current Distributor Price List, or the actual net
price paid by Distributor for the Product, whichever is lower.

9.       Returns


          9.1       Distributor may return Products only after receiving written authorization from
Tripath.  All authorized returns will be
shipped by Distributor freight prepaid. 
Unauthorized returns may be reshipped to Distributor, freight collect.


          9.2       Distributor may request stock rotation return of slow moving Products, which
will be authorized by Tripath provided that: 
(a) the Product is contained in Tripath’s then current Distributor
Price List, (b) the Product is packaged as it was originally shipped, and
(c) a purchase order for equal value accompanies the request for
return.  Such stock rotation returns
will not exceed five percent (5%) of the dollar value of Distributor’s previous
six (6) months net purchase orders from Tripath.

          9.3       Discontinued Product may be returned only with prior written authorization.

          9.4       Credit will be allowed for returned Products based on the price actually paid
by Distributor, less any prior DPAs, credits and other allowances.

          9.5       If, in the reasonable opinion of Tripath, previously authorized returned
Products have been used or damaged, a credit or replacement may be
refused.  Distributor will be notified
within one month after receipt of Product by Tripath of any such Product
Tripath is claiming to be used or damaged.

10.     Limited Warranty

          10.1     Tripath provides an end user limited warranty for retail Products, and one-year
limited warranty for OEM products.  The
terms of the end user limited warranty are set forth in documentation provided
with the retail Product.

          10.2     For OEM Products, Tripath warrants that the Products will be free of
manufacturing and workmanship defects for one year from the date of shipment by
Distributor to a customer, or eighteen months from the date of shipment to
Distributor, whichever is sooner.

          10.3     If any OEM Products prove defective during this one year period as set forth in
section 10.2, Tripath will, at its option, either (a) repair or
replace the Product with a new or reconditioned Product, (b) use
reasonable efforts to provide Distributor with a correction of the defect, or
(c) refund to Distributor the purchase price paid for the Product.  Any Product replaced will become Tripath
property.


          10.4     Distributor must return the defective OEM Product pursuant to a return material
authorization under Section 9.1 in the original shipping carton (or an
equivalent protective carton), and pay the shipping and insurance 

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charges.  Distributor assumes the risk of loss or
damage during shipment.

          10.5       OEM Products that are defective as set forth in section 10.2 as a result
of improper handling, incorrect installation or other misuse, or as a result of
accident, disaster, acts of God or other such events, as determined by Tripath
in its reasonable discretion, are not covered by this limited warranty.

          10.6       For OEM Products, Tripath provides only the warranties set forth in this
limited one year limited warranty.  For
retail Products, Tripath provides to the end user only the warranties set forth
in the applicable end user warranty. 
Any and all other warranties, either express, implied or statutory,
including, without limitation, warranties of fitness for a particular purpose,
or of merchantability, are hereby expressly excluded and disclaimed by Tripath.

11.    Reports and Audits

          11.1       Distributor will submit reports as may be reasonably requested by Tripath,
including, without limitation, monthly reports of inventory on hand and sales
relating to the Products.  Sales data
will include, without limitation, Product part number, quantity, resale price,
special pricing, distributor invoice number, and customer name.  Distributor will submit these reports electronically
on a timely basis each month and in no case later than two weeks after the
beginning of the month.

          11.2       Tripath may have an authorized Tripath representative, at Tripath’s cost, audit
Distributor’s records relating to sales and inventories of Products, including,
without limitation, records pertaining to any claims submitted by Distributor
for price protection, stock rotation, returned Products, ship from stock and
debit, DPA allowances, and credit requests. 
Upon prior written notice, Distributor will provide reasonable access to
such records during normal business hours at Distributor’s office.  Distributor agrees to maintain all such
records for a minimum of three years.


12.    
Distributor’s Financial Condition

          12.1       Tripath may withhold shipments because of Distributor’s general financial
condition and/or conditions of Distributor’s account with Tripath.  Such withholding will be not construed as a
breach of this Agreement.

          12.2       Distributor will supply Tripath with credit data sufficient to establish
Distributor’s credit worthiness.

13.    Advertising and Sales Promotion

          13.1       Distributor’s tradename may be used by Tripath in its advertisements, provided
that such use is in proper form.

          13.2       Distributor will be eligible to participate in Tripath distributor cooperative
advertising programs designated by Tripath for the Territory.  However, prior approval must be obtained in
writing from Tripath before any expenditures of funds by Distributor are
eligible for reimbursement.

14.    Tripath Trademarks

          14.1       Tripath grants to Distributor a non-exclusive license to use Tripath’s
trademarks, trade names and service marks only in connection with the Products
and in the performance of Distributor’s obligations under this Agreement.  All such uses are subject to Tripath’s prior
review and consent, which will not be unreasonably withheld or delayed.

          14.2       All use of Tripath trademarks and service marks will be in proper form, giving
appropriate attribution to Tripath as the owner of the mark.  Distributor will not undertake any use of a
mark in a manner that might jeopardize Tripath’s rights to use or register such
mark, or Tripath’s rights to prevent unauthorized use.  


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Distributor will promptly
notify Tripath of any acts of unfair competition or trade or service mark
infringement, and reasonably cooperate with efforts to protect Tripath’s
rights.

          14.3       All use of Tripath trade marks and service marks by Distributor will inure to
the benefit of Tripath, and Distributor will reasonably cooperate, at Tripath’s
expense with Tripath’s efforts to register or otherwise secure rights in such
marks.  Upon termination of this
Agreement, Distributor will immediately cease all further use of Tripath’s
trademarks, trade names or service marks except as may be required in the sale
of Products in inventory.

15.    
Relationship Between the Parties

          15.1       Both Distributor and Tripath are independent contractors, and no agency or other
joint relationship is created.

          15.2       Neither party has any authority to act for and/or to bind the other in any way,
or to represent that either is in any way responsible for the acts of the
other.

16.    
Confidentiality

          16.1       Confidential information (“Information”) of Tripath and/or Distributor will
mean information that the disclosing party desires to protect against
unauthorized use or disclosure, and which is furnished under this Agreement as
follows:  (a) written or other
tangible information clearly marked with a notice, such as “CONFIDENTIAL”; and
(b) oral information that is identified at the time of disclosure as being
confidential.  Confidential Information
will not include information that: 
(a) enters the public domain without a breach of this Agreement,
(b) is known to the recipient prior to the time of disclosure, or is
independently developed by the recipient without using any Information, or
(c) is obtained from another source that the receiving party has no reasonable
cause to believe is under any obligation of confidentiality with respect to
Information.

          16.2       The recipient of Information will treat it as proprietary and confidential,
safeguarding the Information at least as carefully as it would its own
confidential information, and will use all reasonable efforts to prevent any
unauthorized use or disclosure, including restricting access to the Information
within its organization and ensuring that its employees comply with this
Agreement.  A receiving party will not
disclose any information to any third party without prior written consent.  Either party learning of any unauthorized
use or disclosure of any Information will promptly notify the other party, and
will reasonably cooperate with efforts to protect such Information.


          16.3       The recipient of information will use it only in the furtherance of the
business relationship established by this Agreement, and for no other purpose
without prior written consent.  All
Information will remain the property of the disclosing party, and will be
returned or destroyed upon written request.

          16.4       The confidentiality obligations in this Agreement will be binding during the
Agreement and for a period of three years after any termination or non-renewal
of the Agreement.

          16.5       Neither party will disclose the existence or terms of this Agreement without
prior written consent.

17.    Export Control

          17.1       Distributor will not engage in exporting activities within the Territory
without the prior written approval of Tripath, and the United States Government
if such approval is necessary.  Nothing
in this Subsection is meant to authorize Distributor shipments outside the
Territory.

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          17.2       Distributor understands that the Products and Tripath confidential information
are restricted by the United States Government from export to certain
countries, and Distributor agrees that it will not sell or license Products or
transfer Tripath confidential information in any way will violate any of the
export control laws or regulations of the United States.

18.    Term
and Termination


          18.1       The terms of this Agreement shall be one year from the effective date and will
be automatically renewed on each anniversary of the effective date, for a
renewal term of one year unless either party provides written notification of
its intention not to renew this Agreement at least one month prior to the
expiration of the initial or any renewal terms.  Tripath will honor all orders acknowledged prior to the effective
date of any such termination by nonrenewable.


          18.2       Tripath or Distributor may terminate this Agreement for any reason with thirty
days written notice.

          18.3       Either party may terminate this Agreement immediately if the other party
becomes insolvent, or takes any steps to make an arrangement with its
creditors, or has a receiver appointed.

          18.4       If Tripath terminates pursuant to Subsection 18.1 or 18.2, or if
Distributor terminates pursuant to Subsection 18.3, Tripath will purchase
and Distributor will resell to Tripath Distributor’s inventory of Products
(excluding discontinued and demonstration Products) which Tripath determines to
be undamaged and in good condition (including, at Tripath’s option on-site inspection).  The price for such inventory will be the
price actually paid by the Distributor, less any prior credit or allowances.

          18.5       If Distributor terminates pursuant to Subsection 18.1 or 18.2, or if
Tripath terminates pursuant to Subsection 18.3, Tripath may, at its
option, purchase and Distributor will resell to Tripath all or part of
Distributor’s inventory at the price set forth in Subsection 18.4, less a
ten percent restocking charge.

          18.6       On termination of this Agreement for whatever cause, Distributor will
immediately (a) cease to engage in marketing and distribution activities
as Tripath’s official distributor, and (b) cease representing in any
manner that it is a distributor of Tripath Products in the Territory.

          18.7       All obligations of Distributor to make payments under this Agreement will
survive any termination of this Agreement for whatever cause, along with the
following provisions:  Section 10
(Limited Warranty), Section 11 (Reports and Audits), Section 16
(Confidentiality), Section 17 (Export Control), Section 19
(Intellectual Property Indemnity), and Subsection 21.6 (Governing Law),
and Subsection 21.7 (Arbitration).


19.    Intellectual property indemnity

          19.1       Indemnification.  Distributor
agrees that Tripath has the right to, and Tripath agrees that it will at its
expense, defend or at its option settle any claim, suit, proceeding, or other
action brought against Distributor or its customer for infringement of any
United States copyright, trademark or other United States intellectual property
right related to the Products or their use, subject to the limitations set
forth in this Section. Tripath will have sole control of any such action or
settlement negotiations (Tripath will not be liable for any costs or expenses
incurred without its prior written authorization), and Tripath will pay any
final judgment entered against Distributor or its customer based on such
infringement.  Tripath at its sole
option will be relieved of the foregoing obligations unless Distributor or its
customer notifies Tripath promptly in writing of such action and gives Tripath
full information and assistance to settle and/or defend any such action.  If it is adjudicated that a Product infringes,
or if the sale or use of a Product is, as a result, enjoined, then Tripath
will, at its option and expense either: 


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(i) procure for
Distributor and its customers the right to sell or use the Product; or
(ii) replace the Product with other suitable Product; or (iii) suitably
modify the Product to be noninfringing; or (iv) if none of the foregoing
are commercially reasonable, as determined by Tripath, accept return of the
affected Products and refund Distributor’s aggregate payments for such
Products, less a reasonable sum for use and/or damage, if any.

          19.2       Limitation.  Notwithstanding the
provisions of Section 19.1, Tripath assumes no liability for, and
Distributor agrees to indemnify Tripath to the same extent as Tripath’s
indemnity under Section 19.1 for: 
(i) any infringements covering completed equipment or any assembly,
circuit, combination, or method in which any of the Products may be used but
not covering such Products standing alone; or (ii) any trademark
infringements involving any marking or branding not applied by Tripath or
involving any marking or branding applied at the request of Distributor; or
(iii) any modification of the Products unless such modification was made
by Tripath.


          19.3       Entire Liability.  The foregoing
provisions of this section 19 state the entire liability and obligations
of Tripath and the exclusive remedy of Distributor and its customers, with
respect to any actual or alleged intellectual property infringement by the
Products.

20.    Limitation of Liability

          20.1       Neither Tripath nor Distributor will be liable for any incidental or
consequential damages (including, without limitation, damages for loss of
business profits, business interruption, loss of business information, or other
pecuniary loss) arising out of this Agreement, even if advised of the
possibility of such damages.

21.    General

          21.1       Assignment.  This Agreement is
not assignable by Distributor without prior written consent of Tripath, which
will not be unreasonably withheld. 
Tripath is free to assign this contract without Distributor’s consent.

          21.2       Modifications.  This Agreement
may be modified only in writing signed by an officer of each party.

          21.3       Headings.  The headings of the
several Sections are inserted for convenience of reference only, and are not
intended to be part of nor to affect the meaning or interpretation of this
Agreement.

          21.4       Notices.  All notices under this
Agreement will be sent by receipted courier (e.g., U.P.S.).


          21.5       Non-Waiver.  The failure of
either party to enforce at any time any of the provisions of this Agreement
will not be construed as a waiver of the right of such party to subsequently
enforce any such provisions or a waiver of the provision itself.

          21.6       Governing Law.  This Agreement
will be governed by the laws of California, without reference to conflicts of
laws.

          21.7       Arbitration.  Any dispute or
claim arising out of this Agreement will be referred to and resolved by the
International Chamber of Commerce (“ICC”) in accordance with the ICC
Arbitration Rules.  The venue for such
arbitration will be Santa Clara County, California, USA.

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          This
Agreement supersedes all proposals, oral or written, all negotiations, or
discussions between or among the parties relating to this Agreement, and all
past course of dealing or industry custom. 
This Agreement takes precedence over the terms of any Tripath or
Distributor order or sales documentation, including the Tripath Sales Order
Acknowledgment.

	
  TRIPATH CORPORATION
	
   
	
  DISTRIBUTOR

	
   
	
   
	
   

	
   
	
   
	
   

	
  By:
	
  /s/ EVERETT ROACH
	
   
	
  By:
	
  /s/ HARUKI KAMIYAMA

	
   
	
  

  	
   
	
   
	
  

  
	
   
	
   
	
   

	
  Name:
	
  Everett Roach
	
   
	
  Name:
	
  Haruki Kamiyama

	
   
	
  

  	
   
	
   
	
  

  
	
   
	
   
	
   

	
  Title:
	
  Vice President, World Wide Sales
	
   
	
  Title:
	
  President

	
   
	
  

  	
   
	
   
	
  

  
	
   
	
   
	
   

	
  Date:
	
  3/17/99
	
   
	
  Date:
	
  April 5, 1999

	
   
	
  

  	
   
	
   
	
  

  



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