EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (the  "Employment  Agreement" or "Agreement"),
dated  this  15th day of April 2003, is by and between eLinear, Inc., a Delaware
corporation,  Houston,  Texas (the "Company"), and Tommy Allen (the "Executive")
an  individual.

     WHEREAS,  the  Executive  is  willing  to  enter into an agreement with the
Company  upon  the  terms  and  conditions  herein  set  forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises and covenants herein
contained,  the  parties  hereto  agree  as  follows:

1.     Term  of Agreement.  Subject to the terms and conditions hereof, the term
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of  employment of the Executive under this Employment Agreement shall be for the
period commencing on April 16, 2003 (the "Commencement Date") and terminating in
accordance with the provisions of Section 5 hereof.  (Such term of employment is
herein  sometimes  called  the  "Employment  Term.")

2.     Employment.  As  of  the  Commencement Date, the Company hereby agrees to
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employ the Executive as Executive Vice President of the Company with such duties
as  assigned  from time to time by the Company, and the Executive hereby accepts
such  employment and agrees to perform his duties and responsibilities hereunder
in  accordance  with  the  terms  and  conditions  hereinafter  set  forth.

3.     Duties  and  Responsibilities.
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(a)     Duties.  Executive shall perform such duties as are usually performed by
an  Executive  Vice  President with such duties as assigned from time to time by
the  Company  of  a  business  similar in size and scope as the Company and such
other reasonable additional duties as may be prescribed from time-to-time by the
Company's  board  of  directors  which  are  reasonable  and consistent with the
Company's  operations,  taking  into  account  Executive's  expertise  and  job
responsibilities.  This  agreement shall survive any job title or responsibility
change.  All actions of Executive shall be subject and subordinate to the review
and  approval  of  the  board of directors.  The board of directors shall be the
final  and  exclusive  arbiter of all policy decisions relative to the Company's
business.

(b)     Devotion  of  Time.  During the term of this agreement, Executive agrees
to  devote  his  exclusive and full-time service during normal business hours to
the business and affairs of the company to the extent necessary to discharge the
responsibilities  assigned  to  Executive  and to use reasonable best efforts to
perform  faithfully  and  efficiently such responsibilities.  During the term of
this  Agreement  it  shall not be a violation of this Agreement for Executive to
manage  personal investments or companies in which personal investments are made
so  long  as such activities do not significantly interfere with the performance
of  Executive's responsibilities with the Company and which companies are not in
direct  competition  with  the  Company.

4.     Compensation  and  Benefits  During  the  Employment  Term.
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(a)     Salary.  Executive  will be compensated by the Company at a monthly base
salary  of  $8,000.00,  from  which  shall  be deducted income tax withholdings,
social  security, and other customary employee deductions in conformity with the
Company's  payroll  policy  in  effect.


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(b)     Retention  Bonus.  Executive  will  receive  a bonus of $3,000 for every
three  (3)  months  of employment completed by Executive.  Such bonus to be paid
out  at  the  end  of  each  three  (3)  month  term.

(c)     Other Allowances.  The Executive shall be entitled to a $500 monthly car
allowance,  and  a  $500  monthly  home  office  allowance.

5.     Termination;  Status.  The  Executive or the Company shall have the right
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to terminate this Employment Agreement at any time and for no stated reason upon
fourteen  (14)  days  written  notice.  Each  party to this Employment Agreement
acknowledges  that  Executive  is  an  at-will  employee  of  the  Company.

6.     Revealing  of Trade Secrets, etc.  Executive acknowledges the interest of
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the  Company  in  maintaining  the confidentiality of information related to its
business  and  shall  not  at any time during the Employment Term or thereafter,
directly  or  indirectly, reveal or cause to be revealed to any person or entity
the supplier lists, customer lists or other confidential business information of
the  Company; provided, however, that the parties acknowledge that it is not the
intention of this paragraph to include within its subject matter (a) information
not  proprietary  to  the  Company,  (b) information which is then in the public
domain  through  no  fault  of  Executive,  or  (c)  information  required to be
disclosed  by  law.

7.     Survival.  In  the  event  that  this Agreement shall be terminated, then
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notwithstanding  such  termination,  the  obligations  of  Executive pursuant to
Section  6  of  this  Agreement  shall  survive  such  termination.

8.     Contents  of  Agreement,  Parties  in  Interest,  Assignment,  etc.  This
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Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof.  All of the terms and provisions of this Agreement
shall  be  binding  upon  and  inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except  that the duties and responsibilities of Executive hereunder which are of
a  personal nature shall neither be assigned nor transferred in whole or in part
by  Executive.  This  Agreement  shall  not  be  amended  except  by  a  written
instrument  duly  executed  by  the  parties.

9.     Severability;  Construction.  If  any term or provision of this Agreement
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shall  be  held  to  be  invalid  or  unenforceable for any reason, such term or
provision  shall  be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability without invalidating the remaining terms and provisions hereof,
and  this  Agreement shall be construed as if such invalid or unenforceable term
or  provision  had  not  been  contained  herein.  The parties have participated
jointly  in  the  negotiation  and  drafting of this Agreement.  In the event an
ambiguity  or  question of intent or interpretation arises, this Agreement shall
be  construed  as if drafted jointly by the parties and no presumption or burden
of  proof  shall  arise  favoring  or  disfavoring  any  party  by virtue of the
authorship  of  any  of  the  provisions  of  this  Agreement.

10.     Notices.  Any notice, request, instruction or other document to be given
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hereunder  by  any  party  to  the  other party shall be in writing and shall be
deemed to have been duly given when delivered personally; or five (5) days after
dispatch  by  registered  or  certified  mail,  postage  prepaid, return receipt
requested;  or  one (1) day after dispatch by overnight courier service; in each
case,  to  the  party  to  whom  the  same  is  so  given  or  made:


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     IF  TO  THE  COMPANY  ADDRESSED  TO:

     eLinear,  Inc.
     7240  Brittmoore  Road,  #115
     Houston,  Texas  77041
     Attn:  President

     IF  TO  EXECUTIVE  ADDRESSED  TO:

     Tommy  Allen
     __________________
     -_________________

or  to  such  other address as the one party shall specify to the other party in
writing.

11.     Counterparts  and  Headings.  This  Agreement  may be executed in one or
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more  counterparts,  each  of  which  shall  be deemed an original and all which
together  shall  constitute  one  and  the  same  instrument.  All  headings are
inserted  for  convenience of reference only and shall not affect the meaning or
interpretation  of  this  Agreement.

12.     Governing Law; Venue.  This Agreement shall be construed and enforced in
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accordance  with, the laws of the State of Texas, without regard to the conflict
of  laws  provisions  thereof.  Venue  of  any dispute concerning this Agreement
shall  be  exclusively  in  Harris  County,  Texas.

13.     Waiver.      The  failure  of  either  party to enforce any provision of
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this  Agreement shall not be construed as a waiver or limitation of that party's
right  to subsequently enforce and compel strict compliance with every provision
of  this  Agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered  as  of  the  day  and  year first above written.


JON  V.  LUDWIG                    ELINEAR,  INC.



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                                   Jon  V.  Ludwig,  Chief  Executive  Officer


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