Exhibit 10.6

                             STOCK OPTION AGREEMENT

                  THIS STOCK OPTION AGREEMENT (this "Agreement"), made this 15th
day of January,  2004, by and between  Northgate  Innovations,  Inc., a Delaware
corporation,  having an  office  at 801 S.  Sentous  Street,  City of  Industry,
California  91748 (the  "Company")  and Kent A. Savage,  an individual  having a
residence at 54 St. Stephens School Rd., Austin, TX 78746 ("Optionee").


                              W I T N E S S E T H:
                              --------------------

                  WHEREAS,  pursuant to an Employment  Agreement,  dated January
14, 2004, by and between the Company and Optionee (the "Employment  Agreement"),
the Company  desires to afford Optionee the opportunity to acquire the Company's
common stock,  $0.03 par value per share ("Common Stock"),  so that Optionee may
have a direct proprietary interest in the Company's success; and

                  WHEREAS, the Compensation  Committee of the Board of Directors
of the Company  (the  "Committee")  has  approved  the grant of the stock option
contemplated hereunder on January 15, 2004.

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

                  1. Grant of Option.  Subject  to the term and  conditions  set
forth  herein,  the  Company  hereby  grants  to  Optionee,  during  the  period
commencing on the date of this  Agreement and ending on the close of business on
the day of the seventh (7th)  anniversary  of the date hereof (the  "Termination
Date"),  the right and  option  (the right to  purchase  any one share of Common
Stock hereunder  being an "Option") to purchase from the Company,  at a price of
$1.01 per share (the "Option Price"), an aggregate of 3,309,587 shares of Common
Stock  (the  "Option  Shares")  which  is  equal  to  approximately  10%  of the
outstanding Common Stock, on a fully diluted basis, as of the Effective Date (as
defined in the Employment Agreement).

                  2. Limitation on Exercise of Option.  Subject to the terms and
conditions set forth herein,  the Option will vest and become  exercisable as to
4.16667%  of the Option  Shares  subject  to the  Options on and after the first
monthly  anniversary of the Effective Date and as to any additional  4.16667% of
such  shares on each  monthly  anniversary  thereafter  until the Option is 100%
vested;  provided,  that,  Optionee  is still  employed  by the  Company on such
anniversary dates.  Notwithstanding the foregoing,  upon a Change in Control (as
defined in the Employment  Agreement),  the unvested portion of the Option shall
become  automatically  vested  and  exercisable;  provided,  that,  Optionee  is
employed by the Company on the date of such Change in Control.

                  3.  Termination  of Employment.  Any unvested  Options held by
Optionee upon termination of employment for any reason shall terminate and cease
to  be  exercisable  and  any  vested  Options  shall  remain   exercisable  and
outstanding for 90 days following such  termination  (but in no event beyond the
term of the Option), and shall thereafter  terminate.  Nothing in this Agreement
shall confer upon Optionee any right to continue in the employ of the Company or

<PAGE>

limit in any way the right of the Company to terminate Optionee's  employment at
any time and for any reason (or no reason).

                  4. Method of Exercising Option.

                  (a)  Options,  to the extent  vested and  exercisable,  may be
exercised,  in whole or in part,  by giving  written  notice of  exercise to the
Company in such form as may be  approved by the  Company  which  shall  specify,
among other  items,  the number of shares of Common Stock to be  purchased,  any
restrictions imposed on the Option Shares, and any  representations,  warranties
and agreements regarding Optionee's  investment intent and access to information
as may be required by the Company to comply  with  applicable  law.  Such notice
shall be  accompanied  by the payment in full of the Option Price.  Such payment
shall be made in cash or by check.

                  (b) At the time of exercise, Optionee shall pay to the Company
such amount as the Company deems necessary to satisfy its obligation to withhold
Federal, state or local income or other taxes incurred by reason of the exercise
of Options granted  hereunder,  if any. Such payment shall be made in cash or by
check.

                  5.  Issuance of Shares.  Except as otherwise  provided in this
Agreement, as promptly as practicable after receipt of such written notification
of exercise and full  payment of the Option  Price and any  required  income tax
withholding,  the Company  shall  issue or  transfer  to Optionee  the number of
Option Shares with respect to which  Options have been so  exercised,  and shall
deliver to  Optionee a  certificate  or  certificates  therefor,  registered  in
Optionee's name.

                  6.  Representations  and  Warranties  of  Optionee.   Optionee
represents and warrants to the Company that:

                  (a)  Optionee  has  received  a copy  of,  and  has  read  and
understands,  the terms of this  Agreement,  and agrees to be bound by its terms
and conditions. Optionee acknowledges that there may be adverse tax consequences
upon the  exercise of the Options or  disposition  of the shares of Common Stock
once  exercised,  and that Optionee  should  consult a tax adviser prior to such
time.

                  (b) Upon exercise,  Optionee will receive the Common Stock for
Optionee's own account for  investment  purposes only and not with a view to, or
for sale in  connection  with,  a  distribution  of the Common  Stock within the
meaning of the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").
Optionee has no present  intention  of selling or otherwise  disposing of all or
any  portion  of the  Common  Stock  and no one  other  than  Optionee  has  any
beneficial ownership of any of the Common Stock.

                  (c) Optionee has had access to all  information  regarding the
Company  and its present  and  prospective  business,  assets,  liabilities  and
financial condition that Optionee  reasonably  considers important in making the
decision to purchase the Common Stock, and Optionee has had ample opportunity to
ask questions of the Company's representatives  concerning such matters and this
investment.

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<PAGE>

                  (d)  Optionee  is fully  aware of: (i) the highly  speculative
nature  of the  investment  in the  Common  Stock;  (ii) the  financial  hazards
involved;  (iii) the lack of liquidity of the Common Stock and the  restrictions
on  transferability  of the Common Stock (e.g., that Optionee may not be able to
sell or dispose of the Common Stock or use them as collateral  for loans);  (iv)
the qualifications and backgrounds of the management of the Company; and (v) the
tax  consequences  of  investment  in the Common  Stock.  Optionee is capable of
evaluating the merits and risks of this  investment,  has the ability to protect
Optionee's  own  interests in this  transaction  and is  financially  capable of
bearing a total loss of this investment.

                  (e) At no time was Optionee presented with or solicited by any
publicly issued or circulated newspaper,  mail, radio,  television or other form
of general  advertising or solicitation  in connection with the offer,  sale and
purchase of the Common Stock.

                  (f) Optionee agrees to sign such additional  documentation  as
may reasonably be required from time to time by the Company.

                  (g) Optionee's  principal residence is located in the State of
Texas.

                  (h) Optionee  represents  that he is an "Accredited  Investor"
within the meaning of Rule 501(a) of Regulation D, as promulgated  under Section
5 of the Securities Act.

                  7. Compliance with Securities Laws.  Optionee  understands and
acknowledges  that the Common Stock has not been  registered with the Securities
Exchange   Commission   (the  "SEC")   under  the   Securities   Act  and  that,
notwithstanding  any other  provision  of the  Agreement  to the  contrary,  the
vesting and holding of the Common Stock is expressly conditioned upon compliance
with the Securities  Act and all  applicable  state  securities  laws.  Optionee
agrees to cooperate with the Company to ensure compliance with such laws.

                  8. Restricted Securities.

                  (a) Optionee  understands  that  Optionee may not transfer any
shares  of  Common  Stock  unless  such  Common  Stock is  registered  under the
Securities Act or qualified under applicable state securities laws or unless, in
the opinion of counsel to the Company,  exemptions  from such  registration  and
qualification  requirements  are available.  Optionee  understands that only the
Company may file a  registration  statement with the SEC and that the Company is
under no obligation to do so with respect to the Common Stock. Optionee has also
been advised that  exemptions from  registration  and  qualification  may not be
available or may not permit  Optionee to transfer all or any of the Common Stock
in the amounts or at the times proposed by Optionee.

                  (b) In  addition,  Optionee has been advised that SEC Rule 144
promulgated  under the Securities  Act, which permits  certain  limited sales of
unregistered  securities,  is not presently available with respect to the Common
Stock and, in any event, requires that the Common Stock be held for a minimum of
one (1) year,  and in certain cases two (2) years,  after it has been  purchased
and paid for (within the meaning of Rule 144).  Optionee  understands  that Rule
144 may indefinitely  restrict  transfer of the Common Stock so long as

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<PAGE>

Optionee   remains  an  "affiliate"  of  the  Company  or  if  "current   public
information"  about  the  Company  (as  defined  in Rule  144)  is not  publicly
available.

                  9.  Restrictive  Legends and  Stop-Transfer  Orders.  Optionee
understands  and  agrees  that  the  Company  may  place  legends  on any  stock
certificate(s) evidencing the Common Stock that may be required by state or U.S.
Federal  securities laws, the Company's  Certificate of Incorporation or Bylaws.
In addition, the Company may issue appropriate  "stop-transfer"  instructions to
its transfer agent, if any, and if the Company transfers its own securities,  it
may make  appropriate  notations  to the same  effect  in its own  records.  The
Company  will not be required (a) to transfer on its books any Common Stock that
have been sold or otherwise transferred in violation of any of the provisions of
this  Agreement or (b) to treat as owner of such shares,  or to accord the right
to vote or pay  dividends  to any  purchaser  or other  transferee  to whom such
shares have been so transferred.

                  10.  Optionee.  Whenever  the word  "Optionee"  is used in any
provision of this  Agreement  under  circumstances  where the  provision  should
logically  be  construed  to  apply to the  beneficiaries,  the  executors,  the
administrators,  or the person or persons to whom the Options may be transferred
by will or by the laws of descent and distribution, the word "Optionee" shall be
deemed to include such person or persons.

                  11.  Non-Transferability.  The Options are not transferable by
Optionee otherwise than to a designated beneficiary upon death or by will or the
laws of descent and distribution, and are exercisable during Optionee's lifetime
only by him/her.  No  assignment  or transfer of the  Options,  or of the rights
represented  thereby,  whether voluntary or involuntary,  by operation of law or
otherwise (except to a designated  beneficiary,  upon death, by will or the laws
of descent  and  distribution),  shall vest in the  assignee or  transferee  any
interest or right herein  whatsoever,  but  immediately  upon such assignment or
transfer the Options shall terminate and become of no further effect.

                  12.  Rights as  Shareholder.  Optionee or a transferee  of the
Options  shall have no rights as  shareholder  with respect to any Option Shares
until  he/she  shall  have  become the  holder of record of such  share,  and no
adjustment  shall be made for  dividends  or  distributions  or other  rights in
respect of such  Option  Shares  for which the record  date is prior to the date
upon which he shall become the holder of record thereof.

                  13. Adjustments.

                  (a) Capitalization  Adjustments.  In the event of any dividend
or  other  distribution  (whether  in the  form of  cash,  Common  Stock,  other
securities, or other property), recapitalization, reclassification, stock split,
reverse stock split, reorganization,  merger, consolidation, split-up, spin-off,
combination,  repurchase, liquidation,  dissolution, or sale, transfer, exchange
or other  disposition of all or substantially  all of the assets or stock of the
Company,  or  exchange  of  Common  Stock or other  securities  of the  Company,
issuance  of  warrants  or  other  rights  to  purchase  Common  Stock  or other
securities of the Company,  or other similar corporate  transaction or event (an
"Event"), and in the Company's opinion, such event

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<PAGE>

affects the Common Stock such that an adjustment is determined by the Company to
be  appropriate  in order to prevent  dilution or enlargement of the benefits or
potential benefits intended to be made available under this Agreement,  then the
Company  shall,  in such  manner as it may deem  equitable,  including,  without
limitation,  adjust  any or all of the  following:  (i) the  number  and kind of
shares  of Common  Stock  (or  other  securities  or  property)  subject  to any
outstanding  Options and (ii) the Option Price with  respect to any Option.  The
Company's  determination  under  this  Section  13(a)  shall be made in its sole
discretion.

                  (b) Termination of Options. Upon the occurrence of an Event or
similar corporate event or transaction in which  outstanding  Options are not to
be assumed or otherwise  continued  following such an Event or similar corporate
event or  transaction,  the  Company  may  provide  that  such  Option  shall be
exercisable  (whether  or not  vested) as to all shares  covered  thereby for at
least  ten  (10)  days  prior  to such  Event  or  similar  corporate  event  or
transaction and shall thereafter terminate.

                  (c)  Future   Transactions.   The  existence  of  this  Option
Agreement and the Options granted  hereunder shall not affect or restrict in any
way the right or power of the Company or the shareholders of the Company to make
or authorize any adjustment, recapitalization, reorganization or other change in
the Company's capital structure or its business,  any merger or consolidation of
the  Company,  any issue of stock or of options,  warrants or rights to purchase
stock or of bonds, debentures, preferred or prior preference stocks whose rights
are  superior to or affect the Common  Stock or the rights  thereof or which are
convertible  into or  exchangeable  for  Common  Stock,  or the  dissolution  or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or  business,  or any other  corporate  act or  proceeding,  whether of a
similar character or otherwise.

                  14. Compliance with Law. Notwithstanding any of the provisions
hereof,  Optionee  hereby agrees that he/she will not exercise the Options,  and
that the  Company  will not be  obligated  to issue or  transfer  any  shares to
Optionee  hereunder,  if the exercise hereof or the issuance or transfer of such
shares shall constitute a violation by Optionee or the Company of any provisions
of any law or regulation of any  governmental  authority.  Any  determination in
this  connection  by the Company  shall be final,  binding and  conclusive.  The
Company shall in no event be obliged to register any securities  pursuant to the
Securities  Act as now in effect or as  hereafter  amended) or to take any other
affirmative action in order to cause the exercise of the Options or the issuance
or transfer of shares  pursuant  thereto to comply with any law or regulation of
any governmental authority.

                  15. Notice.  Every notice or other  communication  relating to
this Agreement  shall be in writing,  and shall be mailed to or delivered to the
party  for whom it is  intended  at such  address  as may  from  time to time be
designated  by it in a notice  mailed or  delivered to the other party as herein
provided;  provided, that, unless and until some other address be so designated,
all notices or  communications  by  Optionee  to the Company  shall be mailed or
delivered to the Company at its principal  executive office,  and all notices or
communications by the Company to Optionee may be given to Optionee personally or
may be mailed to him at his address as recorded in the records of the Company.

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<PAGE>

                  16. Nonqualified Stock Options.  The Options granted hereunder
are not intended to be incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").

                  17.  Binding  Effect.  Subject  to  Section  11  hereof,  this
Agreement  shall  be  binding  upon the  heirs,  executors,  administrators  and
successors of the parties hereto.

                  18.  Governing  Law.  This  Agreement  shall be  construed  in
accordance  with and  governed by the laws of the State of  California,  without
regard to its conflicts of law principles.

                  19.  Severability.If  any  provisions  of  this  Agreement  as
applied  to any  circumstance  shall be  adjudged  by a court to be  invalid  or
unenforceable,  the same  shall in no way  affect  any other  provision  of this
Agreement,  the application of such provision in any other  circumstances or the
validity or enforceability of this Agreement.

                  20. Entire  Agreement.  This Agreement  constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes  all prior  agreements  and  understandings,  written  or oral,  with
respect  thereto.  Option  acknowledges  that this Agreement fully satisfies the
Company's obligations under the Employment Agreement with respect to the subject
matter hereof.

                  21. Amendment.  No term of this Agreement may be amended,  nor
may the observance of any term of this Agreement be waived (either  generally or
in a particular instance and either  retroactively or prospectively),  except by
an instrument in writing and signed by the party against whom such  amendment or
waiver is sought to be enforced.

                  22. Counterparts.This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  23.    Jurisdiction.Optionee    consents   to   the   personal
jurisdiction  of the courts of the County of Los Angeles and State of California
and of the United States District Court for the Southern District of California,
each  as may  have  competent  jurisdiction,  with  respect  to any  dispute  or
controversy  arising under or in connection  with this Agreement and agrees that
process issued out of any such court or in accordance with the rules of practice
of such court may be served by mail or other form of  substituted  service to at
the address  provided  in the  Preamble.  Optionee  also agrees not to bring any
dispute or controversy arising under or in connection with this Agreement in any
other  court.   Optionee  waives  any  defense  of  inconvenient  forum  to  the
maintenance  of any  dispute  or  controversy  so  brought  and waives any bond,
surety,  or other  security  that may be required of any other party hereto with
respect such dispute or controversy. Nothing contained herein shall be deemed to
prevent the Company from effecting service of process upon Optionee in any other
manner  permitted  by law or from  commencing  any  action in any  court  having
competent jurisdiction.



                              [signature page next]

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<PAGE>

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

                                         NORTHGATE INNOVATIONS, INC.



                                         By:
                                            ------------------------------------
                                             Name:
                                             Title:



                                         /s/ Kent A. Savage
                                         ---------------------------------------
                                         Kent A. Savage





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