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                                                                EXHIBIT 10.28


[ESS TECHNOLOGY, INC. LOGO]


October 23, 1996


Mr. Herbert J. Martin
24890 Tiare Lane
Los Altos Hills, CA 94024

Dear Herb:

We would like you to become an advisor to ESS for a period of up to 90 days,
commencing August 18, 1996, under the following terms and conditions:

1. You will work like a regular executive employee of the company, observing
   the normal ESS work week.

2. Work will be performed mainly at ESS headquarters in Fremont, where an
   office will be provided.

3. Directions relative to assignments will be given directly by myself.

4. You will be paid $9,166.67 per pay period ($220,000.00 per annum), payable
   in the normal ESS payroll cycle.

5. An annualized bonus in the amount of $110,000.00 will be paid against
   mutually agreed upon MBOs.

6. An option will be granted in your favor for the purchase of 320,000 shares
   of ESS common stock, vesting at a rate of 80,000 shares per year, subject to
   Board approval.

It is our mutual intention that, given a satisfactory completion of this 90-day
period, or sooner if mutually agreed, you will be appointed President and Chief
Operating Officer of ESS. The salary and bonus for this position will be as
outlined in Paragraphs 4 and 5.

Sincerely,                                   Agreed:

ESS TECHNOLOGY, INC.

/s/ Fred Chan                                /s/ Herbert J. Martin
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Fred Chan                                                            10/24/96
Chief Executive Officer

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[ESS TECHNOLOGY, INC. LOGO]


October 23, 1996


Mr. Herbert J. Martin
24890 Tiare Lane
Los Altos Hills, CA 94024

Dear Herb:

We are delighted to offer you the position as President and Chief Operating
Officer of ESS Technology, Inc. (ESS). In this position, you will report to me
as Chairman and Chief Executive Officer, and your duties will include the
day-to-day responsibility for ESS operations.

Your initial salary will be $9,166.67 per pay period ($220,000.00 per annum),
payable in the regular ESS payroll cycle. Additionally, you will be paid an
annual bonus of $110,000.00, based upon mutually agreed objectives. The bonus
for 1996 will be prorated and paid in January, 1997. You will also receive the
company's standard employee benefits package and will be subject to the
company's vacation policy.

Both you and the company will provide each other a three-month advance notice
for termination of employment. In the event that you are terminated without
cause in the first year of your employment, the 80,000 shares underlying the
Option granted under the previous consulting arrangement, that vest on the
first anniversary date, shall become vested immediately. In addition, should
there be a change in control of the Company, such that the stockholders of the
Company no longer hold a majority of the capital stock of the new entity, the
shares underlying the Option will accelerate and become vested immediately,
unless you are hired by the new entity with similar compensation package. In
the event that you are hired by the new entity, if your employment is
terminated without cause or constructively within 18 months after the change of
control, any outstanding options that exist at the time of the change of
control will vest on such termination.

As an employee of the Company, you will have access to Company confidential
information and you may, during the course of your employment, develop certain
information or inventions which will be the property of the Company. To protect
the interests of the Company, you will need to sign the Company's standard
"Employee Inventions and Confidentiality Agreement" as a condition of your
employment. We wish to impress upon you that we do not wish you to bring with
you any confidential or proprietary material of any former employer, or violate
any other obligation to your former employers.

Should you decide to accept our offer, you will be an at-will employee of the
Company, which means the employment relationship can be terminated by either of
us for any reason at any time. Further, your participation in any stock award
or benefit program is not to be regarded as assuring you of continuing
employment for any particular period of time.

Sincerely,                                  Agreed:
ESS TECHNOLOGY, INC.

/s/ Fred Chan                               /s/ Herbert J. Martin
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Fred Chan                                                            10/24/96
Chief Executive Officer