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                            Explanation Notes to Exhibit 10.1.3

     The Registrant issued warrants to purchase shares of its common stock as
follows:

             WARRANT HOLDER                          NUMBER OF SHARES

           Ophir Holdings Ltd.                            216,188

           Inventech Ltd.                                 144,125

           Holland Venture B.V.                           288,250

           Docor International B.V.                       144,125

           Ronchal Investments N.V.                        72,062


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                                                             Exhibit 10.1.3

                                FORM OF WARRANT

NEITHER THIS OPTION, NOR THE SHARES REPRESENTED BY THIS OPTION, HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW
OF ANY STATE, AND THEREFORE THEY MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR ASSIGNED UNLESS REGISTERED UNDER THE APPLICABLE PROVISIONS OF
SUCH ACTS OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION FROM LEGAL COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                                    RECITALS

        A. Effective June 4, 1998, Nogatech, Inc., a California corporation (the
"Corporation") and ____________ ("Optionee") entered into a Series A
Preferred Stock Purchase Agreement (the "Purchase Agreement") for the purchase
by Optionee of Series A Convertible Preferred Stock from the Corporation.

        B. In connection with the terms and conditions of the Purchase
Agreement, the Corporation has agreed to issue to Optionee an option to purchase
shares of the Corporation's Common Stock in accordance with the terms and
conditions herein.

                                     OPTION

        In exchange for consideration the sufficiency of which is hereby
acknowledged by the parties hereto, the Corporation hereby grants to Optionee
the right to purchase from the Corporation up to ___________ shares of the
Common Stock of the Corporation (the "Option Shares"), subject to the
following terms and conditions:

1. TERM. This Option may be exercised in whole or in part at any time from the
date of issuance of this Option until the earlier to occur of (a) two years from
the date hereof, (b) the IPO Exercise Date (as defined in Section 2.a.) and (c)
the Corporate Sale Exercise Date (as defined in Section 2.b.) (the "Exercise
Period").

2. MATERIAL EVENTS

                a. INITIAL PUBLIC OFFERING. In the event that the Corporation
files a registration statement ("the Registration Statement") for the initial
public offering pursuant to the Securities Act of 1933, as amended, of the
Corporation's Common Stock resulting in gross cash proceeds to the Corporation
of at least Ten Million U.S. Dollars ($ 10,000,000) (the "IPO"), the Corporation
shall provide written notice of such filing to Optionee (the "Corporation IPO
Notice"). Within twenty (20) days after Optionee's receipt of the Corporation
IPO Notice (the "IPO Exercise Date"), Optionee must notify the Corporation in
accordance with Section 4 below if Optionee intends to exercise this Option,
which notice may state that such exercise shall be effective contingent upon and
immediately prior to the consummation of the IPO. Thereafter, so long as the
Corporation consummates the IPO within one hundred eighty (180) days after the
filing of its Registration Statement (the "IPO Closing Date"), Optionee shall
have no further rights hereunder and this Option shall be terminated. If the
Corporation fails to consummate such IPO within such time, then to the extent
this Option was not exercised as provided herein or contingent upon the
consummation of the IPO, such option shall remain in effect subject to Sections
1 and 2.b. herein and this Section 2.a. in the event of further filings of
Registration Statements for an IPO, as if such IPO Exercise Date had not
occurred. During the period of time between the IPO Exercise Date and the IPO
Closing Date, Optionee shall be prohibited from further exercising this Option.

                  b. MERGER, TRANSFER OF ASSETS OR CHANGE OF CONTROL. In the
event of (i) a bona fide transaction whereby the Corporation has received
written terms and an offer for a (A) merger or consolidation in which the
Corporation is not the consolidated or surviving


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                                       2

corporation and the controlling shareholders (or their affiliates) of the
Corporation are not the controlling shareholders of the surviving corporation;
or (B) transfer of all or substantially all of the assets of the Corporation; or
(ii) the officers or directors of the Corporation receive actual knowledge of a
bona fide written offer which would result in a change in the control of the
Corporation from the sale or exchange of more than 51 % of the Corporation's
outstanding voting securities (collectively, the "Corporate Sale"), the
Corporation shall provide Optionee written notice of such information (the
"Corporate Sale Notice"). Within twenty (20) days after Optionee's receipt of
the Corporate Sale Notice (the "Corporate Sale Exercise Date"), Optionee must
notify the Corporation in accordance with Section 4 below if Optionee intends to
exercise this Option, which notice may state that such exercise shall be
effective contingent upon and immediately prior to the consummation of the
Corporate Sale. Thereafter, so long as the Corporation or its shareholders
consummate the Corporate Sale within one hundred eighty (180) days after
furnishing the Corporate Sale Notice to Optionee (the "Corporate Sale Closing
Date"), Optionee shall have no further rights hereunder and this Option shall be
terminated. If the Corporation or its shareholders fail to consummate the
Corporate Sale within such time, then to the extent this Option was not
exercised as provided herein or contingent upon the consummation of the
Corporate Sale, such Option shall remain in effect subject to Sections 1 and
2.a. herein and this Section 2.b. in the event of further Corporate Sales, as if
such Corporate Sale Exercise Date had not occurred. During the period of time
between the Corporate Sale Exercise Date and the Corporate Sale Closing Date,
Optionee shall be prohibited from further exercising this Option.

3. PURCHASE PRICE. The purchase price for each share of the Corporation's Common
Stock purchasable hereunder shall be One and .0407628 U.S. Dollars (U.S.
$1.0407628) (the "Option Exercise Price"). This Option shall only be exercisable
pursuant to Section 4 (below).

4. EXERCISE OF OPTION.

                a. EXERCISE FOR CASH. The Optionee may exercise this Option, in
whole or in part, by providing written notice (the "Notice") to the Corporation
of exercise. The Notice shall set forth the Optionee's election to exercise the
Option and the number of shares with respect to which the Option is being
exercised, and shall be signed by the Optionee. The Notice, other than the
notice required under Sections 2.a. and 2.b. herein (collectively, the "Material
Events Notices") or the notice given in connection with Sections 4.b. and 4.c.
(the "Conversion Notices"), shall be accompanied by payment of the appropriate
exercise price in cash or a cash equivalent. The Option shall be deemed
exercised upon the Corporation's receipt of the Notice accompanied by the
appropriate exercise price. Payment for Options exercised in connection with the
Material Events Notices (the 'Material Events Options") shall be delivered to
the Corporation no later than five (5) days following receipt from the
Corporation of notice informing Optionee of the consummation date of the IPO or
Corporate Sale, as applicable. Notwithstanding anything to the contrary herein,
all Material Events Options for which payment has not been received by the
Corporation as set forth above shall be deemed terminated.

                b. EXERCISE ON NET ISSUANCE BASIS IN IPO. In lieu of payment to
the Corporation as set forth in subsection 4.a. above, the Optionee may, in
connection with the IPO, convert this Option (the "Conversion Right"), in whole
or in part, into the number of shares of Common Stock of the Corporation
calculated pursuant to the following formula, by surrendering this Option to the
Corporation, accompanied by a written notice of exercise, specifying the number
of shares into which the Holder desires to convert this Option (the "Conversion
Notice"):

                                        Y(A - B)
                  X        =        -----------------
                                             A

              Where:
                 X = the number of shares of Common Stock to be issued to the
                     Optionee;

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                                       3

                 Y = the number of Option Shares to which the Optionee is
                     entitled upon exercise of this Option;

                 A = the fair market value of one share of Common Stock; and

                 B = the Option Exercise Price

                  As used herein, the fair market value of one share of Common
Stock shall mean the price to the public in the IPO, less the underwriter's
commission.

                c. EXERCISE ON NET ISSUANCE BASIS IN A CORPORATE SALE. In lieu
of payment to the Corporation as set forth in subsection 4.a. above, the
Optionee may, in connection with a Corporate Sale convert this Option (the
"Conversion Right"), in whole or in part, into the number of shares of Common
Stock of the Corporation calculated pursuant to the following formula, by
surrendering this Option to the Corporation, accompanied by a written notice of
exercise, specifying the number of shares of Common Stock into which the
Optionee desires to convert this Option (the "Conversion Notice"):

                                       Y(A - B)
                  X        =        -----------------
                                            A

              Where:

                        X = the number of shares of Common Stock to be issued to
                        the Optionee;

                        Y = the number of Option Shares to which the Optionee
                        is entitled upon exercise of this Option;

                        A = the fair market value of one share of Common Stock;
                        and

                        B = the Option Exercise Price

                  As used herein, the fair market value of one share of Common
Stock shall be as calculated by the auditors of the Corporation, based on the
total consideration to be received by the Corporation from the Corporate Sale,
taking into account the number of shares calculated on a fully diluted basis
(including the Option Shares to be issued pursuant to this Option), and taking
into account the preference rights attached to the Preferred Stock pursuant to
the Articles of Incorporation of the Corporation.

                d. Certificates for shares purchased or converted hereunder
shall be delivered to the Optionee within thirty (30) business days after the
date on which this Option shall have been exercised as aforesaid other than the
Material Events Options, but Optionee shall be deemed the record owner of such
Option Shares as of and from the close of business on the date on which the
Notice, together with the payment (if exercised for cash), or the Conversion
Notice is received. Certificates for shares purchased in connection with the
Material Events Options hereunder shall be delivered to the Optionee within
thirty (30) business days after receipt of payment therefor (if exercised for
cash) or the Conversion Notice, but Optionee shall be deemed the record owner of
the related Option Shares as of and from the close of business on the date on
which such payment is received (if exercised for cash).

5. FRACTIONAL INTEREST. The Corporation shall not be required to issue any
fractional shares on the exercise of this Option.

6. OPTION CONFERS NO RIGHTS OF SHAREHOLDER. Optionee shall not have any rights
as a shareholder of the Corporation with regard to the Option Shares prior to
actual exercise resulting in the purchase of the Option Shares.

7. INVESTMENT REPRESENTATION. Neither this Option nor the Option Shares issuable
upon the exercise of this Option have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under the California Corporate
Securities Law of 1968. Optionee acknowledges by acceptance of the Option that
(a) it has acquired this Option for investment only and not with a view toward
distribution; (b) it has a pre-existing personal or business relationship with
the


<PAGE>
                                       4

Corporation, or its executive officers, or by reason of its business or
financial experience it has the capacity to protect its own interests in
connection with the transaction; and (c) it is an accredited investor as that
term is defined in Regulation D promulgated under the Securities Act. Optionee
agrees that any Option Shares issuable upon exercise of this Option will be
acquired for investment only and not with a view toward distribution; and
acknowledges that to the extent such Option Shares will not be registered under
the Securities Act and applicable state securities laws, such Option Shares may
have to be held indefinitely unless they are subsequently registered or
qualified under the Securities Act and applicable state securities laws, or,
based on an opinion of counsel reasonably satisfactory to the Corporation, an
exemption from such registration and qualification is available. Optionee, by
acceptance hereof, consents to the placement of the following restrictive
legend, or similar legend, on each certificate to be issued to Optionee by the
Corporation in connection with the issuance of such Option Shares:

           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY
STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH SECURITIES, OR (B) THE OPTIONEE RECEIVES AN OPINION OF COUNSEL FOR
THE OPTIONEE OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY FURTHER QUALIFICATION
REQUIREMENTS UNDER APPLICABLE LAW."

8. STOCK FULLY PAID; RESERVATION OF SHARES. All Option Shares that may be issued
upon the exercise of the rights represented by this Option and Common Stock
will, upon issuance, be fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof. The Corporation agrees at
all times during the Exercise Period to have authorized and reserved, for the
exclusive purpose of issuance and delivery upon exercise of this Option, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented hereby.

9. ADJUSTMENT OF OPTION EXERCISE PRICE AND NUMBER OF SHARES. The number and kind
of securities purchasable under the exercise of the Option and the Option Price
shall be subject to adjustment from time to time on the same day as the
occurrence of certain events, as follows:

           a. SUBDIVISIONS OR COMBINATIONS OF SHARES. If the Corporation at any
           time while this Option remains outstanding and unexpired shall
           subdivide or combine its Common Stock, the Option Exercise Price and
           the number of Shares issuable upon exercise hereof shall be
           proportionately adjusted.

           b. STOCK DIVIDENDS. If the Corporation at any time while this Option
           is outstanding and unexpired shall pay a dividend payable in shares
           of Common Stock (except as a distribution specifically provided for
           in the foregoing subsection 9.a.), then the Option Exercise Price
           shall be adjusted, from and after the date of determination of
           shareholders entitled to receive such dividend or distribution, to
           that price determined by multiplying the Option Exercise Price in
           effect immediately prior to such date of determination by a fraction
           (i) the numerator of which shall be the total number of shares of
           Common Stock outstanding immediately prior to such dividend or
           distribution, and (ii) the denominator of which shall be the total
           number of shares of Common Stock outstanding immediately after such
           dividend or distribution, and the number of Option Shares subject to
           this Option shall be proportionately adjusted.


<PAGE>

                                       5

           c. NO IMPAIRMENT. The Corporation will not, by amendment of its
           Articles of Incorporation or through any dissolution, issue or sale
           of securities, or any other voluntary action, avoid or seek to avoid
           the observance or performance of any of the terms to be observed or
           performed hereunder by the Corporation, but will at all times in good
           faith assist in the carrying out of all the provisions of this
           Section 9, and in the taking of all such action as may be necessary
           or appropriate in order to protect the rights of Optionee against
           impairment.

           d. NOTICE OF ADJUSTMENTS. Whenever the Option Exercise Price shall be
           adjusted pursuant to the provisions hereof, the Corporation shall
           within thirty (30) days after such adjustment deliver a certificate
           signed by its Chief Financial Officer to Optionee setting forth, in
           reasonable detail, the event requiring the adjustment, the amount of
           the adjustment, the method by which such adjustment was calculated,
           and the Option Exercise Price, after giving effect to such
           adjustment.

10. REPRESENTATIONS AND OPTIONS. This Option is issued and delivered on the
basis of the following:

           a. CORPORATE AUTHORIZATION. This Option has been duly authorized and
           executed by the Corporation, and when delivered will be the valid and
           binding obligation of the Corporation, enforceable in accordance with
           the terms hereof.

           b. OPTION AUTHORIZATION. The Option has been duly authorized by the
           Corporation and, when issued in accordance with the terms hereof,
           will be validly issued.

           c. ARTICLES OF INCORPORATION. The rights, preferences, privileges and
           restrictions granted to or imposed upon the shares of Common Stock
           and Optionee are as set forth in the Corporation's Articles of
           Incorporation, as amended, a true and complete copy of which has been
           delivered to the original Option Optionee.

           d. RESERVATION OF SHARES. The shares of Common Stock issuable upon
           exercise of this Option have been duly authorized and reserved and,
           when issued in accordance with the terms of the Corporation's
           Articles of Incorporation, as amended, will be validly issued, fully
           paid and nonassessable.

           e. DELIVERY. The execution and delivery of this Option are not, and
           the issuance of the shares upon exercise of this Option in accordance
           with the terms hereof will not be, inconsistent with the
           Corporation's Articles of Incorporation or Bylaws; do not and will
           not contravene any law, governmental rule or regulation, judgement or
           order applicable to the Corporation; and do not and will not
           contravene any provision of, or constitute a default under, any
           indenture, mortgage, contract or other instrument of which the
           Corporation is a party, or by which it is bound or requires the
           consent or approval of, the giving of notice to, the registration
           with or the taking of any action in respect of or by, any federal,
           state or local government authority or agency, or other person, other
           than qualification with the California Department of Corporations.

11. GOVERNING LAW. This Option shall be governed by and construed in accordance
with the laws of the State of California, applicable to contracts between
California residents entered into and to be performed entirely within the State
of California.

12. SUCCESSORS AND ASSIGNEES. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.


<PAGE>
                                       6

13. DESCRIPTIVE HEADINGS. The headings used herein are descriptive only and for
the convenience of identifying provisions, and are not determinative of the
meaning or effect of any such provisions.

AGREED BY THE UNDERSIGNED AND BINDING ON OPTIONEE THAT THIS OPTION SUPERSEDES
AND REPLACES ANY AND ALL EXISTING OPTIONS OF THE SAME NUMBER OF OPTION SHARES.

Dated: _____________, 1998                           NOGATECH, INC.

                                                 By__________________
                                                 Name________________
                                                 Title_______________