EXHIBIT 10.11

                         Commitment Letter Comerica Bank


                                                        COMERICA
--------------------------------           -------------------------------------
Comerica Bank-California                     HIGH TECHNOLOGY BANKING DIVISION
                                              55 Almaden Boulevard, 2nd Floor
                                                   San Jose, CA 95113


March 15, 1999


John Trewin
Chief Financial Officer
California Micro Devices Corp.
215 Topaz Street
Milpitas, Ca 95035

Dear John,

Comerica  Bank -  California  ("Bank") is please to commit to  California  Micro
Devices Corp. ("Borrower") the following credit facility:

FACILITY #1
TYPE/AMOUNT:         $3,000,000  revolving  secured accounts  receivable line of
                     credit  including  a within  line  facility  for letters of
                     credit up to $500,000.

PURPOSE:             For short term operating needs and for letters of credit.

ADVANCE:             75%  of  eligible  receivables.   Ineligible  accounts  are
                     contra, foreign not covered by a letter of credit or credit
                     insurance  acceptable  to the  Bank,  affiliate,  employee,
                     government,  consignment, C.O.D., over 90 day accounts, all
                     accounts  from  companies  which  have more than 25% if its
                     accounts   over  90  days  past  due  as  well  as  account
                     concentrations in excess of 20% of the total. If borrowings
                     exceed  $500,000  then the  facility  converts  to a D.O.F.
                     (Daily Dominion of Funds  reporting) until Borrower reports
                     two consecutive  increasing  quarters of operating  profits
                     and NPAT of at least $100,000 per quarter.

PRICING:             Prime rate plus .50%.
                     $25,000 up-front fee.

REPAYMENT:           Interest is to be paid monthly. Principal is limited to the
                     borrowing Base and is due at maturity.

EXPIRATION:          6/30/2000 (15 months).  Documentary  and Standby Letters of
                     Credit are not to expire after the line expiration.  If the
                     line of credit is not  renewed  then the  letters of credit
                     outstanding are to be cash secured.


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SECURITY:            Perfected  first  security  interest  in all of  borrower's
                     assets  (unencumbered  fixed assets) and other intangibles.
                     Borrower  is to  not  have a  second  lien  on its  assets.
                     Borrower  is not to pledge  its  intellectual  property  or
                     grant a non-pledge of its intellectual  property to another
                     party.


OTHER CONDITIONS:

This credit  facility will be subject to a  satisfactory  pre-loan  audit and be
governed by a loan  agreement  that will  include but will not be limited to the
following:

1)       Borrower is to maintain the following financial covenants at all times:
         a)       Minimum  monthly  quick  ratio  of 1.25  (excludes  restricted
                  cash).
         b)       Maximum total liabilities to tangible net worth of 1.0
         c)       Minimum tangible net worth of $15,000,000 increasing by 75% of
                  quarterly  profits  and by  100%  of  any  new  equity  and/or
                  subordinated  debt raised and return of restricted  cash. (TNW
                  excludes restricted cash)
         d)       Borrower is to achieve quarterly  profitability beginning with
                  the quarter  ending 12- 31-99.  Thereafter,  Borrower may have
                  one loss  quarter  per  fiscal  year  with a  maximum  loss of
                  $250,000 with no two consecutive quarterly losses.

2)       Borrower to provide Bank with:
         a)       Monthly financial  statements within twenty (20) days of month
                  end if borrowing.
         b)       Annual  unqualified  CPA  audited  financial  statements  with
                  ninety (90) days of FYE.
         c)       Monthly borrowing base certificate,  accounts receivable,  and
                  payable agings within 15 days of month end if borrowing.
         d)       Quarterly borrowing base certificate, accounts receivable, and
                  payable agings within 15 days of quarter end if not borrowing.
                  If borrowing, borrowing base certificate is to be no more than
                  thirty days old.
         e)       Budgets, sell through reports,  projections or other financial
                  exhibits which Bank may reasonably request.
         f)       Satisfactory  disclosure  of status of legal  actions  against
                  Borrower.

3)       Without Bank's prior written approval, Borrower will not:
         a)       Pledge assets other than to the Bank except for purchase money
                  (lease) transactions.
         b)       Enter into any other  direct  borrowings,  lend money or enter
                  into guarantees.
         c)       Enter into any merger or acquisition.
         d)       Repurchase stock, declare or pay cash dividends.
         e)       Make capital  expenditures or lease equipment  (purchase money
                  transactions) in excess of $1,500,000 per year.

4)       Bank will have the right to audit  the  Borrower's  financial  records.
         Audit  costs  are  for  the  account  of  the  Borrower  and  are  on a
         semi-annual schedule. Audit costs are not to exceed $750 per audit.


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5)       Borrower is to provide  evidence of full risk  insurance  covering  all
         assets pledged to the Bank and loss payable  endorsement  naming lender
         as loss payee.

6)       There shall be a cross  default  provision  between this credit and any
         existing or future credit arrangements.

7)       Borrower's  demonstration to the satisfaction of the Bank that Borrower
         has taken and is taking all necessary and  appropriate  steps to ensure
         that Borrower,  its businesses,  and its material customers,  suppliers
         and vendors are year 2000 Compliant in a timely manner.
         "Year 2000 Compliant".

8)       Reasonable  out of  pocket  costs,  legal and  filing  fees are for the
         account of the Borrower.

9)       Borrower is to maintain its primary depository accounts with the Bank.

If the  above  commitment  is  acceptable  please  sign,  date and  return  this
commitment letter along with the commitment fees by March 25, 1999 at which time
this  commitment  expires.  We are pleased To offer this credit  facility and to
assist California Micro Devices in its growth plans.



Sincerely,

/s/ Alan Jepsen
----------------------------------------
Alan Jepsen
Vice President and Assistant Manager
Comerica Bank - California
High Technology Division



Agreed to and accepted by:


/s/John Trewin
----------------------------------------
John Trewin
Chief Financial Officer
California Micro Devices Corp.