**EMPLOYMENT AGREEMENT** Computer Access Technology Corporation, a corporation, (hereinafter known as “CATC”), having its principal place of business at 2403 Walsh Avenue, Santa Clara,California 95051-1302, is hiring Thomas Carey, whose social security number is                 -            (hereinafter referred to as “Employee”), located at                                                            , as a full time employee under the following conditions:  **1.    JOB DESCRIPTION** As a key memberof CATC’s top management team, Employee shall perform all business functions required by CATC, including but not limited to:   • Managing CATC’s marketing activities including strategic marketing, product marketing, marketing communications, public relations, technical documentationand web development   • Developing and implementing corporate and product marketing strategies   • Implementing the necessary processes and procedures to manage the marketing activities   • Hiring, training and managing the internal resources required to execute the marketing plans   • Managing all public relations activities including writing and placing product press releases, corporate image pieces and technical articles, speaking positionsand product evaluations   • Establishing close communications with sales, engineering, operations and finance to generate and implement strategic marketing product and business plans. **2.    COMPENSATION** ***2.1.  Salary:*** Employee is paid a semi-monthly salary starting at $7,708.33 and is exempt from overtime pay.  ***2.2.  Annual Incentive Bonus:*** Employee will be eligible to be consideredfor an annual incentive bonus. The bonus (if any) will be awarded based on objective and or subjective criteria established by the Chief Executive Officer. Within the first 30 days of employment, the CEO and Employee will jointly define a set ofgoals and objectives for the Employee. Upon successfully reaching these goals Employee will be eligible to receive an achievement bonus of $30,000.  In addition, CATC may periodically pay Employee achievement bonuses based on the company financial performances and on Employee’s meeting certain objectives as defined by CATC’s management. **- CONFIDENTIAL -**2 
 ***2.3.  Stock Option:*** When joining the company, Employee will have an option to purchase 180,000 of CATC’s common shares in accordance with CATC’sStock Option plan, subject to CATC Board of Directors’ approval.  In addition, upon successfully reaching thegoals and objectives for the Employee for the first 6 months of employment, CATC will grant Employee another option to purchase 35,000 of CATC’s common shares in accordance with CATC’s Stock Option plan, subject to CATC Board ofDirectors’ approval.  Additional shares may be granted periodically based on the company financialperformances and on Employee’s meeting certain objectives as defined by CATC’s management.  ***2.4.  Performance Reviews:*** Employee will have an annual performancereview. Changes in the compensation package will be determined by CATC’s management once a year and will be related to Employee’s job performance and to the company revenues and profits.  **3.    BENEFITS** ***3.1.  Health Care:*** Medical, Dental, Vision, Life and Disability insuranceplans are fully paid by CATC for Employee and dependents.  ***3.2.  Pension Plan:*** CATC offers its employees a 401K retirement saving plan. The company provides matching contributions tothe plan at the discretion of its Board of Directors.  ***3.3.  Time Off:*** CATC recognizes the need for employees to enjoy time away from work to relax and pursue personal activities. Employee isentitled to the following time off:   • 16 days paid vacation for the first year of service (1.33 days per month accrual). One additional day per year of service up to maximum of 26 days per year.  • Paid Holidays for all Holidays that CATC’s offices are closed.  Employee should schedule her time off with his supervisor, providing reasonable notice so that both company and personal needs can be met.  **4.    EXPENSES** CATC shall reimburse Employee for actual travel expenses incurred while in a travel status authorized in writing by CATC for reasonable amounts. Said reimbursement to cover all proper expenses including motel bills, meals, and: (1)  Either the cost of transportation by common carriers; or  (2)  A per-mile amount (following Government regulations) when Employee’s automobile is used; and (3)  Other incidental expenses  **- CONFIDENTIAL -**3 
 **5.    INVENTIONS, PATENT RIGHTS AND COPYRIGHTS** (a)  Employee agrees that Employee will communicate to CATC’s management all inventions made or conceived by Employee inconnection with the performance of the work contemplated by this Agreement and that Employee will, without further consideration, assign all right, title and interest in such inventions to CATC and will assist CATC and its nominees in every properway (entirely at CATC expense) to obtain for its own benefit patents for such inventions in any and all countries, the invention to be and remain the property of CATC and its nominees, whether patented or not.  (b)  Inventions referred to in the above paragraph means any invention, improvement, or discovery (whether or not patentable)conceived or actually reduced to practice either in the performance of the experimental, developmental, or research work contemplated by this Agreement.  (c)  Employee agrees that all writings produced by Employee under this contract shall be the sole property of CATC and CATC shall have the exclusive right to copyright such writings in anycountry or countries.  **6.    CATC’s TRADE SECRETS** Employee agrees that Employee will not, either during or subsequent to the term of this Agreement, directly or indirectly, divulge to unauthorized persons any secretor confidential know-how or other information acquired through Employee’s association with CATC, including work in connection with any contract for any department of the United States Government or other customer, and not known to the industryor recognized as standard practice, whether acquired or developed by Employee during the term of this Agreement or obtained from other employees; and that Employee will not, either during or subsequent to the term of this Agreement, directly orindirectly, publish or disclose to any third party any such information without written authorization from CATC to do so, nor will Employee use such information apart from CATC’s business without the approval of CATC.  **7.    TRADE SECRETS OF OTHERS** Employee represents that Employee’s performance of all of the terms of this Agreement and as an Employee to CATC does not and will not breach any agreement to keep in confidence proprietaryinformation, knowledge or data acquired by Employee in confidence or in trust prior to Employee’s execution of this Agreement with CATC, and Employee will not disclose to CATC, or induce CATC to use, any confidential or proprietary informationor material belonging to any previous employer or others. Employee agrees not to enter into any agreement either written or oral in conflict herewith.  **8.    Employment terms** ***8.1.  At-will Employment*** If you accept this offer, your employment with CATC shall be “at-will.” That means that youremployment is not for any specified period of time and can be terminated by yourself or CATC for any or no particular reason or cause, and at anytime, with or without advance notice. Furthermore, you can be promoted, demoted, have your title,duties, compensation or other terms or conditions of your employment changed with or without cause or notice at the will of CATC.  **- CONFIDENTIAL -**4 
The “at-will” nature of your employment, as set forth above, cannot be changed except in an express writing signed by the CEO of CATC.  ***8.2.  Severance Benefits*** (a)  *Termination.*    If Employee’s employment terminates (i) at any time after a waiting period of twelve (12) months from Start Date, or (ii) ifEmployee’s employment terminates at any time within twelve (12) months following a Change of Control, then Employee shall be entitled to receive the following severance benefits:  (i)  *Termination other than for Cause; Good Reason.*    If Employee’s employment is terminated by the Company otherthan for Cause or if Employee terminates Employee’s employment due to a Good Reason, then Employee shall be entitled to receive severance pay from the Company in an amount equal to Employee’s base salary for the six calendar month periodimmediately preceding the Termination Date. Any severance payment to which Employee is entitled pursuant to this Section shall be paid by the Company to Employee in cash and in full not later than thirty (30) calendar days following the TerminationDate.  (A)  *Procedures.*    In the event Employee believesthat the Company has taken an action that constitutes Good Reason as defined in Section 9. (d), Employee shall give written notice to the Company in writing setting forth the basis for such belief. The Company shall have 30 days in which to takeaction, restoring Employee to the position Employee was in prior to the Company taking the action that constituted Good Reason. If the Company takes such action, Employee shall not thereafter have the right to terminate employment for Good Reason onaccount of the actions previously taken by Employee. If Employee fails to notify the Company within 30 days of the events that constitute Good Reason, Employee shall not thereafter have the right to terminate Employee’s employment for GoodReason based on those events.  (ii)  *Voluntary Resignation; Termination forCause.*    If Employee’s employment terminates by reason of Employee’s voluntary resignation (and not for Good Reason), or if Employee is terminated for Cause, then Employee shall not be entitled to receive severanceor other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other agreements with the Company.  (iii)  *Disability; Death.*    If the Company terminates Employee’s employment asa result of Employee’s Disability, or such Employee’s employment is terminated due to the death of Employee, then Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be establishedunder the Company’s then existing severance and benefits plans and practices or pursuant to other agreements with the Company.  (b)  *Other Termination.*    In the event Employee’s employment is terminated for any reason, (i) prior to the termination of the twelve (12) months waiting period from Start Date or(ii) prior to the occurrence of a Change of Control or (iii) after the twelve (12) months period following a Change of Control, then Employee shall be entitled to receive severance and any other benefits only as may then be established under theCompany’s existing severance and benefits plans and practices or pursuant to other agreements with the Company.  **-CONFIDENTIAL -**5 
 **9.    DEFINITION OF TERMS** The following terms referred to in this Agreement shall have the following meanings:  (a)  *Cause.*    For purposes of this Agreement, the term “Cause” is defined as any one or more of the followingoccurrences:  (i)  Employee’s continued failure to perform Employee’s dutiesand responsibilities commensurate with the scope and stature of Employee’s position in good faith and to the best of Employee’s ability for a period of 30 days after written notice thereof from the Company to Employee; or  (ii)  Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court ofcompetent and final jurisdiction for any crime which constitutes a felony in the jurisdiction involved; or  (iii)  Employee’s commission of an act of fraud or misappropriation of funds, whether prior or subsequent to the date hereof, upon the Company; or  (iv)  Employee’s breach of a material provision of this Agreement or Employee’s Confidential Information and Invention AssignmentAgreement with the Company; or  (v)  Gross negligence by Employee in the scope ofEmployee’s services to the Company; or  (vi)  Employee’s commencement ofemployment (as an employee or a consultant) with another employer while Employee is an employee of the Company, without the prior written consent of the Company; or  (vii)  Material nonconformance with the Company’s standard business practices and policies generally, including but not limited to policiesagainst racial or sexual discrimination or harassment, delivered in writing to Employee.  (b)  *Changeof Control.*    “Change of Control” means the occurrence of any of the following events:  (i)  Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than Dan Wilnai, Peretz Tzarnotzky or Philips Semiconductors (or any affiliateof any such person) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by theCompany’s then outstanding voting securities; or  (ii)  The shareholders of theCompany approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, such surviving entity or the entitythat controls such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company ofall or substantially all the Company’s assets.  **- CONFIDENTIAL -**6 
 (c)  *Disability.*    “Disability”shall mean that Employee has been unable to perform Employee’s Company duties as the result of Employee’s incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be totaland permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such Agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability mayonly be effected after at least 30 days’ written notice by the Company of its intention to terminate Employee’s employment. In the event that Employee resumes the performance of substantially all of Employee’s duties hereunder beforethe termination of Employee’s employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.  (d)  *Good Reason.*    “Good Reason” shall mean (i) without Employee’s express written consent, the significant reduction of Employee’s duties,authority or responsibilities, relative to Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, authority or responsibilities; (ii) a reductionby the Company in the base salary of Employee as in effect immediately prior to such reduction, unless such reduction is caused by Company’s general business conditions; or (iii) the relocation of Employee to a facility or a location more thanninety (90) miles from Employee’s then present location, without Employee’s express written consent.  (e)  *Termination Date.*    “Termination Date” shall mean (i) if Employee’s employment is terminated by the Company for Disability, thirty (30) days after notice of termination isgiven to Employee (provided that Employee shall not have returned to the performance of Employee’s duties on a full-time basis during such thirty (30)-day period), (ii) if Employee’s employment is terminated by the Company for any otherreason, the date on which a notice of termination is given; *provided, however*, that if within thirty (30) days after the Company gives Employee notice of termination, Employee notifies the Company that a dispute exists concerning thetermination or the benefits due pursuant to this Agreement, then the Termination Date shall be the date on which such dispute is finally determined, either by mutual written agreement of the parties, or a by final judgment, order or decree of acourt of competent jurisdiction (the time for appeal there from having expired and no appeal having been perfected), or (iii) subject to Section 8.2 (a)(i)(A), if Employee’s employment is terminated by Employee for Good Reason, the date onwhich Employee delivers the notice of termination required by such Section to the Company.  **10.    MISCELLANEOUSPROVISIONS** *(a)*  *Waiver.*    No provision of this Agreement shallbe modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or ofcompliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.  *(b)*  *Whole Agreement.*    No agreements, representations or understandings (whether oral orwritten and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  **- CONFIDENTIAL -**7 
 (c)  *Choice of Law.*    The validity,interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California as applied to agreements entered into and performed within California solely by residents of that state.  (d)*  Withholding*.    All payments made pursuant to this Agreement will be subject to withholding ofapplicable income and employment taxes.  **11.    EFFECTIVE DATE** This Agreement is effective as of **February 25, 2002**.  **12.    ENTIRE AGREEMENT** This Agreementembodies the entire agreement and understanding which exists among and between the parties relating to the subject matter. There are no agreements, representations, warranties or statements with respect to the subject matter hereof except asexpressly set forth herein.  **COMPUTER ACCESS TECHNOLOGY CORP.** **Employee** Signature:                                                           Signature:                                                          Jean-Louis Gassee, President and CEO Thomas CareyFebruary 25, 2002 Date: **- CONFIDENTIAL -**8