EXHIBIT 10.4



ADDENDUM TO DISTRIBUTION AGREEMENT
 BETWEEN
 MICRO LINEAR CORPORATION
 AND
 Clavis Company
 Macnica, Inc.


          THIS ADDENDUM TO DISTRIBUTION AGREEMENT is made as of the 5th day of December, 2005, by and between Micro Linear Corporation, a Delaware corporation (the “MANUFACTURER”), and Clavis, a division of Macnica, Inc., a Japanese corporation (“DISTRIBUTOR”).


          WHEREAS, the Manufacturer and Distributor are parties to a Distribution Agreement dated November 30th, 2004 (the “Distribution Agreement”) and the parties desire to amend and supplement the terms and conditions of the Distribution Agreement.


          NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


          1.     The following two paragraphs are added as Section 8.1 and 8.2 to the Distribution Agreement:


8.1. Compliance with Law.  The parties will at all times comply with all applicable foreign, U.S., state and local laws, rules and regulations relating to the execution, delivery and performance of this Agreement.  Each party agrees that it will not export or reexport, resell, ship, or divert or cause to be exported or reexported, resold, shipped, diverted directly or indirectly any software, documentation, or technical data incorporating any software to any county for which the government (or any agency thereof) of the United States, or any foreign sovereign government with competent jurisdiction requires an export license or other governmental approval without first obtaining such license or approval.



8.2. No Gratuity; FCPA.   The Distributor will not offer or give
any gratuity to induce any person or entity to enter into, execute or perform
this Agreement or any other agreement with the Manufacturer.  The
Distributor further represents that it has knowledge and understanding of the
Foreign Corrupt Practices Act of the United States of America
(“FCPA”), and that in accordance with the FCPA, Distributor represents
that no principal partner, officer, director or employee of the Distributor is
currently serving in an official position on any governmental body of any
country (other than the U.S.)  in which Distributor provides goods or
services for the Manufacturer (“Official Position”), if such person in
his official capacity may have the opportunity by virtue of his Official
Position to place Manufacturer in violation of the provisions of the FCPA. 
If Distributor does currently have, or in the future should have a principal
partner, officer, director or employee of the Distributor serving in an Official
Position but cannot determine is such person in his official capacity may act in
a manner that would place Manufacturer in violation of the provisions of the
FCPA, Distributor agrees to notify Manufacturer of such person(s) and provide
Manufacturer with the details of the responsibilities of that person’s Official Position.












The Distributor agrees that it will not, in the conduct of its performance under
this Agreement, and with regard to any funds, assets, or records relating
thereto, offer, pay, give, or promise to pay or give, directly or indirectly,
any payment or gift of any money or thing of value to (i) any non-U.S.
government official to influence any acts or decisions of such official or to
induce such official to use his influence with the local government to effect or
influence the decisions of such government in order to assist the Distributor in
its performance of its obligations under this Agreement or to benefit the
Manufacturer; (ii) any political party or candidate for public office for such
purpose; or (iii) any person if the Distributor knows or has reason to know that
such money or thing of value will be offered, promised, paid, or given, directly
or indirectly, to such money or thing of value will be offered, promised, paid,
or given, directly or indirectly, to any official, political party, or candidate
for such purpose.  In the event of any breach by the Distributor of this
Section 8.2, then (1) the Manufacturer will have a lawful claim against the
Distributor for any funds and/or the value of property paid by the Distributor
in breach of this provision, (2) the Distributor will automatically surrender
any claim for fees and other payments due under this Agreement, (3) the
Distributor with indemnify and hold the Manufacturer harmless from and against
any and all claims, costs, expenses, penalties, fines and all other liabilities
relating to any and all such breaches, and (4) such breach shall constitute a
material breach entitling the Manufacturer to immediately terminate this
Agreement without liability of any kind to the Distributor, notwithstanding any
other provision of this Agreement.




          2.     Except
as expressly modified herein, the Distribution Agreement shall remain in full
force and effect.



          This Addendum may be
executed in counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.


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Understood and Agreed:

	
  
Micro Linear Corporation
  	
  
 
  	
  
Clavis Company, a division of Macnica, Inc.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  By:
  	
  
/s/ Daniel   C. Weinblatt
  	
  
 
  	
  
By:
  	
  
/s/ Hiromi   Ohkuma
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Name:
  	
  
Daniel C.   Weinblatt
  	
  
 
  	
  
Name:
  	
  
Hiromi   Ohkuma
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Title:
  	
  
Corporate   Controller
  	
  
 
  	
  
Title:
  	
  
Company   President
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
  Date:
  	
  December 5,   2005
  	
   
  	
  Date:
  	
  January 11,   2006
  



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