Exhibit 10.20


                           ELANTEC SEMICONDUCTOR, INC.

                  STOCKING INDEPENDENT REPRESENTATIVE AGREEMENT

         This Stocking Independent  Representative  Agreement (this "Agreement")
is made and  entered  into as of August 1,  1996 (the  "Effective  Date") by and
between  Elantec  Semiconductor,  Inc., a Delaware  corporation  maintaining its
principal  place of business at 1996 Tarob  Court,  Milpitas,  California  95035
("Elantec"), and Microtek, Inc. a [corporation/partnership/sole  proprietorship]
organized under the laws of Japan with its principal  place of business  located
at 2-7-5 Izumi, Suginami-Ku, Tokyo 168.

                                    RECITALS

A.  Elantec  designs,  manufactures  and sells  certain  hybrid  and  monolithic
integrated circuit products,  including the products listed in Exhibit A hereto,
as it may be amended from time to time (the "Elantec Products").

B.  Elantec  and  Representative  desire that  Representative  act as a stocking
independent manufacturer's  representative for the promotion and sale of Elantec
Products under the terms and conditions set forth below.

The parties hereto agree as follows:

         1.       Appointment as Stocking Independent Representative of Elantec.

                  (a) Appointment.  Elantec hereby appoints Representative,  and
Representative  hereby accepts such appointment,  as its non-exclusive  stocking
independent  manufacturer's  representative  for  the  limited  purposes  of (i)
identifying  prospective  purchasers  and promoting the sale of, and  soliciting
orders  for,  Elantec  Products  in and limited to the  territory  described  in
Exhibit B attached hereto (the  "Territory"),  and (ii)  distribution of Elantec
Products in the Territory.

                  (b) Limitations. This appointment authorizes Representative to
solicit orders of Elantec Products only within the Territory. Representative has
no authority  to, and agrees that it will not solicit,  directly or  indirectly,
orders of Elantec Products outside of the Territory.

                  (c)  Independent  Contractors.  Representative's  relationship
with Elantec  during the term of this  Agreement  will be that of an independent
contractor.  Representative  will not have,  and will not represent that it has,
any authority to bind Elantec,  to assume, or create any obligation,  express or
implied,   to  enter  into  any  agreements,   or  to  make  any  warranties  or
representations,  on  behalf of  Elantec  or in  Elantec's  name  other  than as
expressly authorized herein.

                  (d)      Elantec's Reserved Rights.

                           (i) Elantec  Accounts.  Elantec reserves the right to
sell Elantec Products directly to those customers in the Territory designated as
"Elantec  Accounts" and listed in Exhibit C hereto,  and  Representative  agrees
that it will not be entitled to receive any  commission in  connection  with the
sale of Elantec Products to Elantec Accounts. Elantec further reserves the right
from time to time and in its sole  discretion  to designate  additional  Elantec
Accounts.

                           (ii) In General.  Elantec further  reserves the right
and  privilege  to solicit  and make sales of its  products  directly  to anyone
anywhere, including without limitation end-users and other distributors, without
being obligated or liable to  Representative  in any manner or on account of any
such solicitation or sale.


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<PAGE>

                           (iii) OEM Orders.  While it is Elantec's usual policy
not to accept orders from OEM  customers in quantities  fewer than 100 units per
item, but to refer such orders to its  distributors,  Elantec reserves the right
to fill any such OEM orders directly, at its sole discretion.

                           (iv) Changes in Elantec  Products.  Elantec  reserves
the right,  from time to time, in its sole  discretion and without  liability to
Representative,  to add to or delete  from the list of  Elantec  Products  which
Representative is authorized to promote and sell

         2.       Obligations  of  Representative.  Representative  warrants and
represents  to and agrees with Elantec that  Representative  has, and during the
term of this Agreement will continue to maintain,  the capacity,  facilities and
personnel  necessary to perform such  functions as are required to carry out its
obligations under this Agreement,  that it is ready and willing to do so, and in
particular that:

                  (a)  Marketing  Efforts.  Representative  will  use  its  best
efforts to (i)  vigorously  and  aggressively  promote  and  solicit  orders for
Elantec  Products within the Territory in accordance with the terms and policies
of Elantec as announced  from time to time,  and (ii) satisfy  those  reasonable
criteria and policies with respect to  Representative's  obligations  under this
Agreement developed and announced by Elantec from time to time.  Representative,
at its  expense,  will take an  active  part in  Elantec's  sales  programs  and
participate in distributor product training courses.

                  (b) Advertising Obligations.  Representative will aggressively
advertise Elantec Products in the Territory,  provided that  Representative will
not use advertisements that have not been approved in writing by Elantec.

                  (c) Facilities and Personnel.  Representative will provide and
maintain, at Representative's  expense, (i) a sufficient number of technical and
sales personnel having the knowledge and training  necessary to inform customers
properly  concerning the features and capabilities of Elantec  Products,  and to
service and support Elantec  Products,  and (ii) sufficient sales offices in the
Territory to adequately serve the demand for Elantec Products.

                  (d) Customer Responsibilities. Representative will: (i) assist
Elantec in locating prospective  purchasers of Elantec Products and will provide
all pertinent information concerning Elantec Products to prospective purchasers;
(ii) promptly transmit to Elantec all customer  inquiries,  complaints and other
important  information  Representative  obtains  from  or with  respect  to such
customers;  (iii) assist  customers in placing  orders for Elantec  Products and
promptly  transmit such orders to Elantec for acceptance or rejection by Elantec
as set forth in this  Agreement;  and (iv) assist in  expediting  deliveries  of
Elantec Products to purchasers of Elantec Products.

                  (e) Service and Support.  Representative  will provide  prompt
pre- and post-sale  service and support for all Elantec  Products located in the
Territory.

                  (f)  Adaptation  for Local Market.  Unless  Elantec  otherwise
agrees in writing,  Representative  will  translate  all data sheets and Elantec
advertising and promotional  materials used in connection with Elantec  Products
into the language of the Territory. Representative will obtain Elantec's written
approval of the translated  materials  prior to  distributing  or using any such
materials.  Representative hereby assigns to Elantec all of its rights in and to
all  such  translated  materials,  including  but  not  limited  to all  related
copyrights.


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<PAGE>

                  (g) No Competing Products. Representative will not sell during
the term of this  Agreement any products  which  Elantec in its sole  discretion
deems to be  competitive  with Elantec  Products.  Representative  warrants that
Exhibit E hereto  lists all of the  manufacturers  and  distributors,  and their
respective  products,  that  Representative  represents as of the Effective Date
and, if Representative  undertakes to represent any additional  manufacturers or
distributors,  or to promote any additional  products of the  manufacturers  and
distributors  listed in  Exhibit  E,  Representative  will so inform  Elantec by
written notice within ten (10) days after such undertaking.

                  (h) Meetings and Trade Show Attendance.  Representative  will:
(i) attend,  and  aggressively  promote  Elantec  Products in such trade  shows,
conventions and exhibits as Elantec reasonably  requests;  (ii) attend any sales
meetings held by Elantec to which Elantec invites Representative with reasonable
notice; and (iii) notify Elantec of Representative's  sales meetings and provide
Elantec   personnel   adequate   opportunity  to  provide  sales  and  promotion
information regarding Elantec Products in such meetings.

                  (i) Representative Covenants. Representative will: (i) conduct
business in a manner that  reflects  favorably at all times on Elantec  Products
and the good name,  goodwill and  reputation of Elantec;  (ii) avoid  deceptive,
misleading or unethical  practices  that are or might be detrimental to Elantec,
Elantec   Products   or  the   public;   (iii)  make  no  false  or   misleading
representations with regard to Elantec or Elantec Products;  (iv) not publish or
employ,  or cooperate in the  publication  or  employment,  of any misleading or
deceptive  advertising material with regard to Elantec or Elantec Products;  (v)
make no  representations,  warranties or guarantees to customers or to the trade
with respect to the specifications, features or capabilities of Elantec Products
that are inconsistent with the literature  distributed by Elantec;  and (vi) not
enter into any contract or engage in any practice  detrimental  to the interests
of Elantec.

                  (j)   Representative   Financial   Condition.   Representative
warrants and represents that it is in good financial condition, solvent and able
to pay its bills when due. Representative will maintain and employ in connection
with Representative's business under this Agreement such working capital and net
worth  as may be  required  in the  reasonable  opinion  of  Elantec  to  enable
Representative to carry out and perform all of Representative's  obligations and
responsibilities  under this  Agreement;  and from time to time,  on  reasonable
notice by Elantec,  Representative will furnish such financial reports and other
financial  data as Elantec may  reasonably  request as  necessary  to  determine
Representative's financial condition.

                  (k) Compliance with Law. Representative will at all times have
all necessary legal permits and licenses  required by any  governmental  unit or
agency and will  comply  with all  applicable  international,  national,  state,
regional and local laws and regulations, including United States export laws, in
performing  its duties  hereunder  and in any of its  dealings  with  respect to
Elantec Products.

                  (l) Market  Conditions.  Representative  will  advise  Elantec
promptly  concerning  any  market  information  that  comes to  Representative's
attention respecting Elantec, Elantec Products, Elantec's market position or the
continued competitiveness of Elantec Products in the marketplace. Representative
will  confer from time to time,  with and at the request of Elantec,  on matters
relating to market conditions, sales forecasting and product planning.

                  (m) Costs and Expenses. Except as expressly provided herein or
agreed to in writing by Elantec and Representative,  Representative will pay all
costs and expenses  incurred in the performance of  Representative's  obligation
under this agreement.

                  (n)  Inventory.  Representative  will  carry a  representative
inventory  of Elantec  Products to assure  adequate  and timely  "off-the-shelf"
delivery to customers;


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<PAGE>


                  (o)  Export.  Representative  will  take  all  reasonable  and
necessary  precautions to prevent  ultimate  exportation of Elantec  products to
countries  prohibited by rules or regulations  of the United States  government,
and to obtain all export licensees and other  governmental  approvals  necessary
prior to the export of any Elantec Products.

         3.       Obligations of Elantec.

                  (a)   Customer   Information.   Elantec   will   transmit   to
Representative the names and addresses of prospective customers in the Territory
from whom Elantec receives inquiries regarding Elantec Products.

                  (b) Marketing and Technical Information.  Elantec will provide
Representative  with  marketing and  technical  information  concerning  Elantec
Products,  as well as catalogs,  suggested  resale price lists,  and other sales
aids, all in the English language, for the use of Representative,  in amounts to
be  determined by Elantec in its sole  discretion.  When Elantec so requests and
upon  termination of this  Agreement,  Representative  shall promptly return all
such materials to Elantec in good and usable condition.  If Representative fails
to return such  materials,  the cost of such  materials  shall be deducted  from
commissions otherwise payable to Representative.

         4.       Forecasts and Records.

                  (a) Forecasts.  Within fifteen (15) days after the end of each
calendar  month,  Representative  will provide to Elantec a written  forecast of
orders to be placed for the following four months,  by customer and part number,
and a written report containing such other information as Elantec may reasonably
request from time to time.

                  (b) Records.  Representative  will maintain,  for at least two
(2) years after  termination  of this  Agreement,  accurate  books and  records,
including  copies  of  all  customer  and  other  correspondence,   relating  to
Representative's  performance of its obligations under this Agreement,  and will
permit examination thereof by Elantec personnel at all reasonable times.

                  (c)  Notification.   Representative  will  notify  Elantec  in
writing (i) of any claim or proceeding  involving  Elantec  Products  within ten
(10) days  after  Representative  learns of such  claim or  proceeding  and (ii)
within  thirty  (30)  days  of  any  change  in the  management  or  control  of
Representative  or any  transfer  of more  than  twenty-five  percent  (25%)  of
Representative's voting control or a transfer of substantially all its assets.

         5.       Customer Orders, Terms of Sale and Billing.

                  (a)  Acceptance.  No customer  order  received by Elantec from
Representative  or  directly  from any  customer of  Representative  for Elantec
Products  shall be considered  binding  unless and until  accepted in writing by
Elantec,  or, if no written acceptance is given by Elantec,  unless or until the
order is shipped.  Representative has no right,  power or authority,  express or
implied to accept any order as binding  upon  Elantec and Elantec  reserves  the
right to reject any order placed through Representative.


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<PAGE>

                  (b) Terms of Sale.  All sales to customers  of  Representative
shall be according to Elantec's  prices,  terms and  conditions in effect at the
time of sale. Elantec reserves the right to, in its sole discretion,  establish,
change,  alter or amend its  prices,  price  lists,  discount  rates,  terms and
conditions of sale, warranty, delivery and packaging charges, methods of payment
and any other matters  relating to the sale of Elantec  Products without thereby
incurring any obligation or liability to Representative.

                  (c)  Billing.  All  Elantec  Products  for  which  orders  are
accepted  by Elantec  will be shipped  and  billed by  Elantec  directly  to the
customer.  All  invoice  payments  shall  be made  directly  to  Elantec  by the
customer.

         6.       Representative  Compensation.  As full  consideration  for the
services  of  Representative   under  this  Agreement  in  its  capacity  as  an
independent  representative,  Elantec will pay Representative commissions as set
forth below:

                  (a) Criteria for  Commissions.  Representative  is eligible to
receive  commissions  only with respect to orders for Elantec Products placed by
customers in the Territory (other than Elantec Accounts), which orders have been
accepted by  Elantec.  Except for those  cases in which  split  commissions  are
deemed  appropriate  by Elantec,  no  commissions  be paid on sales to customers
located outside of the Territory.  Notwithstanding  the other provisions of this
Section 6, no commissions will be paid on orders for which Representative, or an
entity controlled by Representative or which controls Representative,  acts as a
distributor.  [Representative  will also be entitled to receive  commissions  on
distributor  point of sales  orders (i. e.  orders  placed by  customers  in the
Territory through authorized Elantec distributors) ("Disti POS").]

                  (b) Commissions on Net Billing Price. As to purchases  meeting
the criteria of Section 6(a), Elantec will pay Representative commissions at the
rate set forth in Exhibit D hereto based upon the "Net  Billing  Price" of sales
of Elantec  Products.  "Net Billing Price" is defined as the gross selling price
of an Elantec Product,  not including any repair,  support,  interest or finance
charges,  reduced  by  direct  costs  associated  with the sale of such  Elantec
Product,  including  but  not  limited  to  discounts,  warehousing  allowances,
insurance and transportation charges, taxes, rebates, cancellations and returns.
[For  Disti  POS,  the gross  selling  price is based on the  price  paid to the
distributor by the customer.] (e.g.,  stocking orders for resale as described in
Section 7 below.)

                  (c)  Engineering  Services  Commissions.  If  as a  result  of
Representative's  efforts  Elantec  provides  engineering  services  or supplies
products other than Elantec Products to customers in the Territory, Elantec will
pay  Representative  commissions at the rate set forth in Exhibit D hereto based
on the Net Billing Price of such services or products.

                  (d) Split  Commissions.  If Elantec,  in its sole  discretion,
determines that the sale of Elantec  Products within the Territory is the result
of the  combined  efforts  of  Representative  and any other  party or  parties,
Elantec  will  allocate  a  portion  of  the  commission  otherwise  payable  to
Representative  in respect of such sale to such other party or parties.  Elantec
shall  divide  the  commission  between  Representative  and the other  party or
parties in such  proportions  as Elantec  determines  to be  equitable,  and its
decision  to do so and the manner in which it does so shall be final and binding
on all parties involved.

                  (e) Adjustment of Commission Rate.  Elantec reserves the right
to adjust or eliminate  commission rates payable on the sale of Elantec Products
on ninety (90) days' prior notice to Representative.

                  (f) Timing of Payment.  Subject to the  provisions  of Section
11(d)   below,   Elantec   will  pay   representative   commissions   earned  by
Representative  on sales of Elantec  Products  no later than the last day of the
month following the month in which Elantec  receives  payment from the customers
for the sales to which such commissions  relate. For commissions earned on Disti
POS, Elantec will pay  representative on sales of Elantec Products no later than
the  last day of the  month  following  the  month  in  which  Elantec  receives
notification  from the  distributor  of the  customer  shipments  to which  such
commissions relate.


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<PAGE>

                  (g) Refunds. No commission shall be due to Representative, and
any commission paid shall be refunded by Representative, with regard to sales of
Elantec  Products if (i) such Elantec Products are rejected or returned in whole
or in part,  (ii) any portion of the purchase  price for such  Elantec  Products
becomes subject to adjustment or refund or rebate to the customer,  or (iii) any
portion of the  purchase  price for such  Elantec  Products  must be returned by
Elantec to the customer in connection with any proceeding,  whether voluntary or
involuntary,  involving  such  customer  under  any  bankruptcy,  insolvency  or
debtor's  relief law.  Elantec may deduct any amounts  owed]  Representative  to
Elantec  from  any  commissions  owed by  Representative  to  Elantec  from  any
commissions owed by Elantec to Representative.

         7.       Stocking for Resale.

                  (a)  General  Terms  and  Conditions  of Sale.  The  terms and
conditions  hereof,  and Elantec's  standard  sales terms and  conditions as set
forth  in  Elantec's  purchase  order   acknowledgment  form  and  on  Elantec's
Distributor  Price List shall apply to all sales  hereunder.  Any  additional or
different terms and conditions set forth on Representative's  forms or otherwise
shall be of no effect, even if accepted by Elantec.

                           (i) Elantec shall notify  Representative by Elantec's
standard purchase order  acknowledgment  form of the estimated shipment dates of
the products covered by purchase orders accepted in accordance with the standard
terms and conditions.  In no event, however, will Elantec be liable for delay or
failure to make any shipment or delivery.

                           (ii) The prices to  Representative  for all  products
shall be  Elantec's  standard  distributor  prices  as set  forth  on  Elantec's
Distributor Price List in effect at the time of shipment.

                           (iii) The minimum order quantities shall be Elantec's
standard  minimums  established  from  time to time and as in effect at the time
Representative's orders are acknowledged.

                           (iv) Terms of payment  shall be net 30 days,  subject
to credit  approval  by  Elantec,  payable to Elantec,  Inc.,  at its  Milpitas,
California office.

                           (v)  Elantec's  prices do not  include  any  federal,
state or local taxes, use, value-added or other taxes, customs duties or similar
fees which  Elantec may be required to pay or collect  upon the sale or delivery
of the Elantec  products or upon  collection of the sales price.  Representative
agrees to pay all such taxes and fees to Elantec upon Elantec's demand therefor.

                           (vi)   Representative   represents  and  warrants  to
Elantec that all  products  purchased  hereunder  are for resale in the ordinary
course of  Representative's  business,  and  Representative  agrees  to  provide
Elantec with  appropriate  resale  certificate  numbers and other  documentation
satisfactory to the applicable  taxing  authorities to substantiate any claim of
exemption from any such taxes or fees.

                           (vii) Elantec reserves and  Representative  grants to
Elantec a purchase  money  security  interest  in any and all  Elantec  products
purchased  hereunder  and the  proceeds  therefrom  to secure the payment of all
amounts owed by Representative  to Elantec for such products.  Elantec is hereby
authorized,  at its election,  to file this Agreement as a security agreement or
financing statement with any appropriate  government agency necessary to protect
such security interest.  Upon the request of Elantec,  Representative  agrees to
sign any other form of  financial  statement  or other  documents  necessary  to
protect Elantec's  security interest in Elantec products as contemplated in this
Section 7(a)(vii).

                           (viii)   Title   to   all   products   purchased   by
Representative  and all risk of loss or damage will pass to Representative or to
such  financing  institution  or other  parties as may have been  designated  by
Representative  upon  delivery by Elantec of such  products to the carrier or to
Representative, whichever first occurs.


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<PAGE>

                  (b) Price Protection. In the event of a reduction in the price
of a product as set forth in Elantec's published  Distributor Price List between
the time that such product is ordered by  Representative  and the time that such
product is shipped to Representative by Elantec,  Representative  will be billed
for such product at the reduced price.

                  (c) Product Packaging. All products shipped by Elantec will be
suitably packaged using anti-static materials. Representative is responsible for
assuring that all orders  shipped to its  customers  are  similarly  packaged in
anti-static  material,  and that anti-static handling procedures are maintained.
These procedures must be maintained during repackaging, storage, shipment and at
all other times.

                  (d)  Returns Policy.

                           (i)  Representative  may return  for  credit  against
future  or  pending   purchase  orders  a  quantity  of  Elantec  products  from
Representative's  inventory  the  aggregate  price of which (as  adjusted  where
appropriate  pursuant  to  Section  7(b))  does not  exceed  5% of the net sales
(excluding  initial stocking  quantities)  invoiced to Representative by Elantec
for products shipped to Representative in the six months  immediately  preceding
such return.  No return  shall be permitted  within six months of a prior return
pursuant to this Section 7(d)(i).  This return privilege shall apply only if (i)
the returned products have not been in Representative's  inventory for more than
twenty-four (24) months after shipment from Elantec;  (ii) the returned products
have not been damaged, altered or misused; (iii) the returned products have been
and are currently approved for Representative  stocking;  (iv) concurrently with
the return, Representative has ordered a quantity of Elantec products the dollar
value of which equals the dollar value of the products returned; (v) all returns
have been made  within  the time  periods  specified  above;  (vi) all  products
returned  hereunder  have been  shipped  prepaid and  accompanied  by  Elantec's
written authorization; and (vii) products returned to Elantec have been packaged
in suitable anti-static material. Any returned material not so packaged or found
to have been damaged by static electricity may be deemed invalid, and credit may
not be issued.

                           (ii) Elantec will periodically notify  Representative
of discontinued,  obsolete or modified products, which may be returned within 30
days of such  notification for credit against future or pending purchase orders.
Credit will be given on the basis of Representative's  actual purchase price, as
adjusted  where  appropriate  pursuant  to  Section  7(b).  No  returns  will be
permitted more than 30 days after Elantec's notification.

                  (e) Warranty; Disclaimer of Warranty; Limitation on Remedy for
Breach of  Warranty.  EXCEPT AS SET FORTH IN  ELANTEC'S  MOST  CURRENT  STANDARD
PRINTED APPLICABLE  WARRANTY,  ELANTEC MAKES NO WARRANTIES AS TO THE PERFORMANCE
OF ANY ELANTEC  PRODUCT AND EACH SUCH ELANTEC PRODUCT IS OTHERWISE SOLD "AS IS."
ELANTEC DISCLAIMS ALL OTHER WARRANTIES,  EXPRESS AND IMPLIED,  INCLUDING WITHOUT
LIMITATION  ALL  IMPLIED  WARRANTIES  OF  MERCHANTABILITY   AND  FITNESS  FOR  A
PARTICULAR  PURPOSE.  THE SOLE  REMEDY FOR ANY BREACH OF  ELANTEC'S  WARRANTY IS
LIMITED TO  REPLACEMENT  OF DEFECTIVE  COMPONENTS,  AND DOES NOT COVER INJURY TO
PERSONS OR PROPERTY OR CONSEQUENTIAL DAMAGES OF ANY KIND.

                  (f) Life Support  Systems.  LIFE SUPPORT SYSTEMS ARE EQUIPMENT
INTENDED TO SUPPORT OR SUSTAIN LIFE AND WHOSE  FAILURE TO PERFORM WHEN  PROPERLY
USED IN ACCORDANCE  WITH  INSTRUCTIONS  PROVIDED CAN BE  REASONABLY  EXPECTED TO
RESULT IN SIGNIFICANT PERSONAL INJURY OR DEATH. REPRESENTATIVE ACKNOWLEDGES THAT
ELANTEC PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED WITHIN LIFE SUPPORT
SYSTEMS WITHOUT THE PRIOR WRITTEN CONSENT OF ELANTEC. REPRESENTATIVE WILL INFORM
USERS CONTEMPLATING APPLICATION OF ELANTEC PRODUCTS IN LIFE SUPPORT SYSTEMS THAT
THEY ARE REQUESTED TO CONTACT ELANTEC FACTORY HEADQUARTERS TO ESTABLISH SUITABLE
TERMS AND CONDITIONS FOR SUCH APPLICATIONS.




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<PAGE>

                  (g) Sales  Records and  Reports.  Representative  will provide
Elantec by the 15th of each month with a report  containing  a list of customers
that purchased  Elantec  products  during the previous  month.  Each report will
include  customer name and location,  transshipment  location (if any),  product
description,  quantity,  and  resale  amount  (for  purposes  of  verifying  the
commissions  payable by Elantec  to its sales  representatives).  Representative
will permit  Elantec to have full and free  access to its sales  records for the
purpose of verifying the accuracy of such reports.  Representative  will provide
Elantec each month with an updated list of Elantec products in  Representative's
inventory  as of the first day of each  month,  with  quantity  on hand and cost
data,  and will  permit a  designated  representative  of Elantec to inspect and
review such inventory from time to time.

         8.       Confidentiality. Certain materials and information provided to
Representative by Elantec must be considered  confidential.  These materials and
information  include,  but are not  limited  to,  price  lists,  specifications,
prints,  and  related  items,  product  plans,   marketing  plans,  as  well  as
confidential  information concerning the business or affairs of Elantec.  During
the term of this Agreement and for five years  thereafter,  Representative  will
not use such  materials or  information in any way contrary to the directions of
Elantec  and  shall  not  copy,  reproduce,  lend,  or  use  such  materials  or
information  in any manner which would allow them to fall into the possession of
persons   other  than  those   authorized   to  have   access  to  them   within
Representative's organization.

         9.       Indemnification.

                  (a) No Indemnification of Representative. Elantec shall not be
liable for any losses,  injuries,  damages,  or claims of any nature  whatsoever
which  Representative  may be  subject  to or incur  as a  result  of any of its
activities in connection with this Agreement.

                  (b)  Indemnification by Representative.  Representative  shall
indemnify Elantec and hold it harmless from any claims,  losses or damages,  for
personal injury,  property damage or any other  liability,  arising from (i) the
negligence  or  fault of  Representative,  its  employees  or  agents,  (ii) any
unauthorized use by  Representative,  its employees or agents of any trademarks,
copyrights or patents  relating to Elantec  Products,  or (iii) any unauthorized
warranty made by  Representative,  its  employees or agents  relating to Elantec
Products.

                  (c) Not Employees.  In all matters relating to this Agreement,
neither  Representative  nor its  employees  or  agents  are,  or shall  act as,
employees of Elantec  within the meaning or  application of any federal or state
unemployment insurance laws, old age benefit laws, social security laws, workers
compensation or industrial accident laws, or under any other laws or regulations
which may  impute  any  obligations  or  liability  to  Elantec  by reason of an
employment  relationship.  Representative  shall  indemnify  Elantec and hold it
harmless from and against any liabilities or obligations imposed or attempted to
be imposed  upon  Elantec by virtue of any such law with respect to employees of
Representative in performance of this Agreement.

         10.      Proprietary Rights.

                  (a)  Trademark Use During  Agreement.  During the term of this
Agreement,  Representative  is authorized by Elantec to use the  trademarks  and
logos used by Elantec  for Elantec  Products  in the course of  Representative's
advertisement  and promotion of the Elantec  Products.  Representative's  use of
such  trademarks  and logos will be in  accordance  with  Elantec's  policies in
effect  from time to time,  including  but not  limited to  trademark  usage and
cooperative advertising policies.


                                       52
<PAGE>

                  (b) Use of Type Number Designation; Labels. In connection with
the sales promotion or advertising of Elantec Products, Representative shall use
the name and type number  designated  by Elantec for each such Elantec  Product.
Representative  shall not in any way alter Elantec's labels or other identifying
marks on its products.

                  (c)   Advertising.   In  no   event   shall   Representative's
advertising  create the impression that  Representative or any entity other than
Elantec  is  the  manufacturer  of  the  Elantec  Products.  All  Representative
advertising  which  includes  use of Elantec  trademarks  or trade  names  shall
designate such trademarks with the identification  symbol "(R)," where federally
registered,  and "O" where not  federally  registered.  All such  Representative
advertising  must be submitted to Elantec for  approval,  and such approval must
have been given by Elantec prior to publication.  Representative  agrees to make
all changes in such advertising reasonably requested by Elantec.

                  (d) No  Representative  Rights in  Trademarks  or  Copyrights.
Representative  has paid no consideration  for the use of Elantec's  trademarks,
logos,  copyrights,  trade names or designations,  and nothing contained in this
Agreement shall give Representative any interest in any of them.  Representative
acknowledges  that Elantec owns and retains all copyrights and other proprietary
rights in all Elantec  Products,  and agrees that it will not at any time during
or after this Agreement  assert or claim any interest in or do anything that may
adversely effect the validity or enforceability of any patent, trademark,  trade
name, copyright or logo belonging or licensed to Elantec.

                  (e) No Continuing  Rights.  Upon  expiration or termination of
this Agreement, Representative will forthwith cease all display, advertising and
use of all Elantec names, marks, logos and designations and will not thereafter,
use,  advertise or display any name, mark, logo or designation  which is, or any
part of which is,  confusingly  similar  to that  which is  associated  with any
Elantec Product.

                  (f)  Obligation  to  Protect.  Representative  agrees  to  use
reasonable  efforts to protect  Elantec's  proprietary  rights and to  cooperate
without  charge  in  Elantec's  efforts  to  protect  its  proprietary   rights.
Representative  agrees to notify  Elantec  of any known or  suspected  breach of
Elantec's proprietary rights that comes to Representative's attention.

                  (g) Unauthorized Use of Elantec Products.  Representative will
not alter or reverse-engineer Elantec Products.

         11.      Duration and Termination of Agreement.

                  (a)  Term.  The  term of this  Agreement  shall  begin  on the
Effective  Date, and shall expire twelve (12) months  thereafter  unless earlier
terminated as provided herein.  Nothing contained herein shall be interpreted as
requiring  either party to renew this Agreement,  and neither party expects this
Agreement to be renewed.

                  (b)   Termination   at  Will.   Notwithstanding   the   above,
Representative  or Elantec may  terminate  this  Agreement at will,  at any time
during the one year term of this  Agreement,  with or without cause,  by written
notice  given to the other  party not less than  thirty  (30) days  prior to the
effective  date  of  such  termination.  Due  to the  personal  nature  of  this
Agreement,   Elantec  also  reserves  the  right  to  terminate  this  Agreement
immediately upon any material change in ownership or control of Representative.

                  (c)   Automatic   Termination.   This   Agreement   terminates
automatically,  with no further act or action of either party,  if a receiver is
appointed for Representative or its property, Representative makes an assignment
for the benefit of its  creditors,  any  proceedings  are  commenced  by, for or
against  Representative under any bankruptcy,  insolvency or debtors relief law,
Representative  is liquidated or dissolved or the assets of  Representative  are
nationalized.


                                       53
<PAGE>

                  (d)  Commission  Rights on  Expiration  or  Termination.  Upon
termination or expiration of this Agreement, Representative shall be entitled to
commissions  on orders for Elantec  Products  that satisfy the  requirements  of
Section 6(a) of this Agreement only if such orders are accepted by Elantec prior
to the  effective  date of  termination  and only to the extent  such orders are
acknowledged  for  shipment  within  three (3) months  after such date.  Elantec
reserves the right to withhold a reasonable  portion of  Representative's  final
commission  payment for a period of up to ninety (90) days to allow for customer
returns.

                  (e) Effect of Termination or Expiration.  Upon  termination or
expiration of this Agreement:  (i) Representative shall cease to use any Elantec
trademark,   trade  name,  logo  or  designation;   (ii)  Representative   shall
immediately  refund to Elantec any excess  commission paid pursuant to Section 6
of this  Agreement;  and (iii)  for a period of two (2) years  after the date of
termination,  Representative  shall make available to Elantec for inspection and
copying all books and records of Representative that pertain to Representative's
performance of and compliance  with its obligations  and  representations  under
this  Agreement.  In the event of any  termination of this Agreement for which a
notice period is required,  all shipments from Elantec to  Representative  on or
after the date of giving  written  notice  of  termination  shall be on a C.O.D.
basis.  However,  if the  Representative's  account  is past  due at the time of
shipment, Elantec, in its sole discretion, may require cash in advance, may hold
up shipment  until the account is brought up to date, or may cancel any order to
be shipped if the account is not  brought up to date on or before the  effective
date of termination.

                  (f) No Damages for Termination or Expiration.  NEITHER ELANTEC
NOR  REPRESENTATIVE  SHALL BE  LIABLE  TO THE  OTHER  FOR  DAMAGES  OF ANY KIND,
INCLUDING INCIDENTAL OR CONSEQUENTIAL  DAMAGES, ON ACCOUNT OF THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH THIS SECTION 10.  REPRESENTATIVE
WAIVES ANY RIGHT IT MAY HAVE TO  RECEIVE  ANY  COMPENSATION  OR  REPARATIONS  ON
TERMINATION OR EXPIRATION OF THIS AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED IN
THIS AGREEMENT.  NEITHER ELANTEC NOR REPRESENTATIVE SHALL BE LIABLE TO THE OTHER
ON ACCOUNT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR  REIMBURSEMENT  OR
DAMAGES FOR THE LOSS OF GOODWILL,  PROSPECTIVE  PROFITS OR ANTICIPATED SALES, OR
ON ACCOUNT  OF ANY  EXPENDITURES,  INVESTMENTS,  LEASES OR  COMMITMENTS  MADE BY
EITHER ELANTEC OR  REPRESENTATIVE  OR FOR ANY OTHER REASON WHATSOEVER BASED UPON
OR GROWING OUT OF SUCH  TERMINATION OR EXPIRATION.  REPRESENTATIVE  ACKNOWLEDGES
AND AGREES  THAT (i)  REPRESENTATIVE  HAS NO  EXPECTATION  AND HAS  RECEIVED  NO
ASSURANCES THAT ITS BUSINESS  RELATIONSHIP WITH ELANTEC WILL CONTINUE BEYOND THE
STATED TERM OF THIS AGREEMENT OR ITS EARLIER TERMINATION IN ACCORDANCE WITH THIS
SECTION 10, THAT ANY INVESTMENT BY REPRESENTATIVE IN THE DISTRIBUTION ON ELANTEC
PRODUCTS WILL BE RECOVERED OR RECOUPED,  OR THAT REPRESENTATIVE SHALL OBTAIN ANY
ANTICIPATED   AMOUNT  OF  PROFITS  BY  VIRTUE  OF  THIS   AGREEMENT;   AND  (ii)
REPRESENTATIVE  SHALL  NOT  HAVE OR  ACQUIRE  BY  VIRTUE  OF THIS  AGREEMENT  OR
OTHERWISE ANY VESTED,  PROPRIETARY OR OTHER RIGHT IN THE DISTRIBUTION OF ELANTEC
PRODUCTS OR IN ANY GOODWILL CREATED BY ITS EFFORTS HEREUNDER.

                  (g) Survival. Elantec's rights and Representative's obligating
under Sections 4(b),  6(g), 8, 9 and 10 shall survive  expiration or termination
of this Agreement.

         12.      Limitation of Liability.  IN NO EVENT SHALL ELANTEC BE LIABLE,
EITHER IN  CONTRACT  OR IN TORT,  FOR  DAMAGES,  INCLUDING  BUT NOT  LIMITED  TO
CONSEQUENTIAL,  INCIDENTAL,  OR  SPECIAL  DAMAGES  BY REASON OF  FAILURE  OF ANY
ELANTEC PRODUCT TO FUNCTION PROPERLY,  OR OTHERWISE  HEREUNDER,  EVEN IF ELANTEC
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.




                                       54
<PAGE>

         13.      General.

                  (a)  Assignment.  This  Agreement  shall not be  assignable by
either party, and  Representative  may not delegate its duties hereunder without
the prior written consent of Elantec; provided, however, that Elantec may assign
this  Agreement to a subsidiary  or entity  controlling,  controlled by or under
common  control with Elantec.  The  provisions  hereof shall be binding upon and
inure to the benefit of the parties, their successors and permitted assigns.

                  (b)  Notices.  All notices  hereunder  shall be in writing and
shall be served by personal service, by facsimile, or by certified or registered
mail, return receipt requested,  at the address of the receiving party set forth
on the signature  page hereof,  or at such other address as may be designated by
such party by written  notice to the other  party.  Notice by  personal  service
shall be deemed given when delivered.  Notice by facsimile shall be deemed given
when sent. Notice by mail shall be deemed given five days after mailing.

                  (c) Section Headings and Language Interpretation.  The section
headings  contained  herein are for  reference  only and shall not be considered
substantive  parts of this  Agreement.  The use of the  singular  or plural form
shall  include  the other  form,  and the use of  masculine,  feminine or neuter
genders shall include the other genders.

                  (d) Governing Law and Choice of Forum. This Agreement shall be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California,  U.S.A. (except that body of laws controlling conflicts of law). The
English-language  version of this  Agreement  controls  when  interpreting  this
Agreement.   Representative   agrees   that   any   litigation   regarding   the
interpretation,  breach or enforcement  of this Agreement  shall be filed in and
heard by the state or federal courts with  jurisdiction to hear such disputes in
Santa  Clara  County,  California,  and  Representative  hereby  submits  to the
personal jurisdiction of such courts.

                  (e) Choice of  Language.  The original of this  Agreement  has
been written in English.  Representative  waives any right it may have under the
law of the  Territory  to have this  Agreement  written in the  language  of the
Territory.

                  (f) Force Majeure. Neither Elantec nor Representative shall be
responsible  for any failure to perform due to  unforeseen  circumstances  or to
causes beyond Elantec's or Representative's  control,  including but not limited
to acts of God, war,  riot,  embargoes,  acts of civil or military  authorities,
fire, floods,  accidents,  strikes, or shortages of transportation,  facilities,
fuel, energy, labor or materials.

                  (g) Equitable  Relief.  Representative  acknowledges  that any
breach of its  obligations  under this Agreement with respect to the proprietary
rights or  confidential  information  of Elantec will cause Elantec  irreparable
injury for which there are  inadequate  remedies at law, and  therefore  Elantec
will be entitled to obtain  equitable  relief in addition to all of the remedies
provided by this Agreement or available at law.

                  (h) Entire  Agreement and Waiver.  This Agreement  constitutes
the entire  agreement  between the  parties  pertaining  to the  subject  matter
hereof,  and supersedes in their entirety any and all written or oral agreements
previously  existing between the parties with respect to such subject matter. By
acceptance  of this  Agreement,  Representative  waives and releases any and all
claims  against  Elantec  arising  under prior  agreements,  whether  oral or in
writing. Representative acknowledges that it is not entering into this Agreement
on  the  basis  of any  representations  not  expressly  contained  herein.  Any
modifications  of this  Agreement  must be in writing and signed by both parties
hereto.  The waiver by Elantec of any default by Representative  shall not waive
subsequent defaults by Representative of the same or a different kind.


                                       55
<PAGE>

                           (i)   Agreement,   the   prevailing   party  in  such
litigation  shall be  entitled  to recover  from the other  party all the costs,
attorneys'  fees and other  expenses  incurred by such  prevailing  party in the
litigation.

                           (ii) Severability. In the event any of the provisions
of this  Agreement  shall  be held by a court  or other  tribunal  of  competent
jurisdiction  to be  unenforceable,  the other portions of this Agreement  shall
remain in full force and effect.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.

ELANTEC SEMICONDUCTOR, INC.                     REPRESENTATIVE

By: /s/ Ralph Granchelli                        By: /s/ Sadao Honda
    --------------------                            ---------------

Signature                                       Signature

Ralph Granchelli                                Sadao Honda
----------------                                -----------

Printed Name                                    Printed Name

Vice President of Marketing                     Director of Marketing
---------------------------                     ---------------------

Printed Title                                   Printed Title

Address:                                        Address:

1996 Tarob Court                                2-7-5 Izumi

Milpitas  CA  95035                             Suginami-Ku

USA                                             Tokyo Japan




                                       56
<PAGE>

                                    EXHIBIT A



                                ELANTEC PRODUCTS
                                ----------------





                          All current Elantec products.





                                       57
<PAGE>


                                    EXHIBIT B



                                    TERRITORY
                                    ---------




                                      Japan





                                       58
<PAGE>



                                    EXHIBIT C



                                ELANTEC ACCOUNTS
                                ----------------






                     Accounts continuously assigned by RSM.



                                       59
<PAGE>



                                    EXHIBIT D





                                COMMISSION RATES
                                ----------------






                  SALES BY REPRESENTATIVE OF ELANTEC PRODUCTS:









                  ENGINEERING SERVICES OR SALES OF NON-ELANTEC

                    PRODUCTS (AS DEFINED HEREIN) BY ELANTEC:







                                       10%


                                       60
<PAGE>




                                    EXHIBIT E



                                   COMPETITION
                                   -----------






                                 Analog Devices

                                   Burr Brown

                                     Gennum

                                   Harris Semi

                                Linear Technology

                                      Maxim

                                     Micrel

                                   Microlinear

                        National Semiconductor/Comlinear

                                    Raytheon

                                     Semtech

                                     Telcom

                                    Unitrode







                                       61