Exhibit
      10.47

    


    October
      16, 2007

    


    Rick
      Martig

    15392
      Via
      Palomino

    Monte
      Sereno, CA 95030

    


    Dear
      Rick,

    


    We
      are
      pleased to offer you an “at-will” employment opportunity with Genesis Microchip
      Inc. (“Genesis” or the “Company”) as Chief Financial Officer and Senior Vice
      President Finance reporting to Elie Antoun. You should note that the Company
      may
      modify job titles, salaries and benefits, among other things, from time to
      time
      as it deems necessary. However, your salary and benefits would only be reduced
      as part of a company-wide program where similarly situated executives are
      treated in the same manner. The terms of our offer of employment are outlined
      below.

    


    Your
      starting monthly gross salary will be $21,666.66 payable in accordance with
      the
      Company’s normal payroll practice (currently salary is paid semi-monthly), less
      applicable withholding taxes. In addition, you will receive a $50,000 sign-on
      bonus (subject to applicable tax withholding) payable within ninety (90) days
      of
      commencing employment. If you should voluntarily terminate your Genesis
      employment prior to completing one year of service, 100% of the sign-on bonus
      would be fully repayable to Genesis, and will be due on your date of
      termination. 

    


    You
      will
      also be eligible for participation in our Executive Bonus Plan for our Fiscal
      Year 2008, which commenced on April 1, 2007. Any bonus earned under the Plan
      will be prorated based upon your date of hire. You will receive additional
      information on our FY2008 Executive Bonus Plan shortly after joining the
      Company, and in all respects will be subject to the terms and conditions of
      such
      Bonus Plan.

    


    Furthermore,
      subject to the approval of the Board of Directors, you will be offered an option
      to purchase 105,000 shares of Genesis common stock under one of our available
      stock plans with an exercise price equal to the fair market value of our common
      stock on the date of grant (the “Initial Option”). Please be aware that your
      stock option, RSU and other compensation information may be publicly disclosed
      pursuant to SEC and/or NASDAQ regulations. Your Initial Option is expected
      to be
      approved on or about the second Thursday of the month after your date of hire,
      pursuant to the Company’s current stock option granting process. The Initial
      Option will vest over 4 years from the date of grant, with 25% of the shares
      subject to the option vesting at the end of 12 months of employment, and 1/36
      of
      the remaining shares subject to the option vesting each month thereafter over
      the subsequent 36 months, subject to your continued employment with Genesis
      through the applicable vesting date. You will be informed when the Initial
      Option has been approved by the Board of Directors, and the details of the
      Initial Option, including the exercise price.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	Confidential	
                Page
                  2

              	
                 11/08/2007

              


      

    

     

    In
      addition, and subject to the approval of the Board of Directors, you will be
      granted 20,000 Restricted Stock Units (the “Initial RSUs”) under one of our
      available stock plans, to be settled in shares of Genesis common stock on the
      vesting date with a purchase price of $0.001 per share, which will be considered
      paid with past services rendered. The Initial RSUs will vest over 4 years from
      the date of grant, with 25% of the RSUs vesting at the end of 12 months of
      employment, and your remaining unvested RSUs vesting yearly in equal amounts
      over the next three (3) years, subject to your continued employment with Genesis
      through the applicable vesting date. A tax withholding requirement may apply
      at
      the time RSUs vest. Your Initial RSUs are expected to be approved on or about
      the second Thursday of the month after your date of hire, pursuant to the
      Company’s current stock option granting process. You will be informed when the
      Initial RSUs have been approved by the Board of Directors.

    


    You
      will
      also be eligible to receive a Change of Control Severance Agreement for senior
      executives (copy attached).

    


    As
      a
      condition of your employment with us, you must sign our Confidentiality
      Agreement, Code of Business Conduct and Ethics, and Insider Trading Policy.
      We
      have enclosed these documents herewith and would ask that you sign and return
      them, along with one copy of your acceptance of our offer, to Human Resources
      in
      the Alviso office. You may not begin employment with us until we receive a
      signed copy of these documents and a signed acceptance of this offer of
      employment.

    


    For
      purposes of federal immigration law, you will be required to provide to the
      Company documentary evidence of your identity and eligibility for employment
      in
      the United States. Such documentation must be provided to us within three (3)
      business days of your date of hire, or our employment relationship with you
      may
      be terminated.

    


    We
      also
      ask that, if you have not already done so, you disclose to the Company any
      and
      all agreements relating to your prior employment that may affect your
      eligibility to be employed by the Company or limit the manner in which you
      may
      be employed. It is the Company’s understanding that any such agreements will not
      prevent you from performing the duties of your position and you represent that
      such is the case. Moreover, you agree that, during the term of your employment
      with the Company, you will not engage in any other employment, occupation,
      consulting or other business activity directly related to the business in which
      the Company is now involved or becomes involved during the term of your
      employment, nor will you engage in any other activities that conflict with
      your
      obligations to the Company. Similarly, you agree not to bring any third party
      confidential information to the Company, and in performing your duties for
      the
      Company, you will not in any way utilize any such information.

    


    Your
      employment with Genesis is at-will. This means that neither you nor Genesis
      has
      entered into a contract regarding the duration of your employment. You are
      free
      to terminate your employment with Genesis at any time, with or without reason.
      Likewise, Genesis has the right to terminate your employment, or otherwise
      discipline, transfer, demote you or otherwise alter the terms and conditions
      of
      your employment at any time, with or without cause, and with or without notice,
      at the discretion of Genesis.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Confidential	
              Page
                3

            	
               11/08/2007

            


    

     

    To
      accept
      the Company’s offer, please sign and date this letter in the space provided
      below. This letter, along with the Confidentiality Agreement, any other
      agreements relating to proprietary rights between you and the Company and all
      other documents referenced in this letter, set forth the terms of your
      employment with the Company and supersede any prior representations or
      agreements, including, but not limited to, any representations made during
      your
      recruitment, interviews or pre-employment negotiations, whether written or
      oral.
      This letter, including but not limited to its at-will employment provision,
      may
      not be modified or amended except by a written agreement signed by you and
      approved by our Board of Directors.

    


    This
      offer of employment will terminate if it is not accepted, signed and returned
      to
      Paula Ewanich, our Vice President of Human Resources via facsimile to (408)
      986-9653,
      by 5:00
      p.m. California time on Tuesday, October 16th, 2007, and is contingent upon
      the
      Company's completion of a background and reference check, the results of which
      are satisfactory to the Company, and
      your
      commencing employment with us on or around November 1st, 2007.

    


    If
      you
      should have any questions, please feel free to contact us. We look forward
      to
      your joining the Genesis team! 

    


    


    Yours
      truly,

    
      	GENESIS
              MICROCHIP
              INC. 	 	 
	 
	 /s/
              Paula
              Ewanich	 	 
	
              Paula
                Ewanich

            	 	 
	
              Vice
                President, Human Resources

            	 	
            
	 	 	 
	
               /s/
                Rick Martig

            	 	 October
              16, 2007
	
              Acceptance
                Signature: Rick Martig

            	 	Date
	 	 	 


    

     

     

    
      	 	 
	 Start
              Date:	 November
              5, 2007