**EXHIBIT
10.31**
 
 **CONSULTING
AGREEMENT**
 
 This
CONSULTING AGREEMENT, (the "Agreement") dated this 22nd day of December, 2004,
between eLinear, Inc., a Delaware corporation, located at 2901 West Sam Houston
Pkwy N., Ste E-300 Houston, Texas 77043 (the "Company") and Kevan Casey (the
"Consultant") an individual.
 
 WHEREAS,
the Consultant is hired to provide management and financial services to the
Company; and
 
 WHEREAS,
the Consultant is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
 
 NOW,
THEREFORE, in consideration of the premises and covenants herein contained, the
parties hereto agree as follows:
 
 1.
    Term
      of Agreement; Termination of Prior Agreement.
      Subject to the terms and conditions hereof, the term of employment of the
      Consultant under this Consulting Agreement shall be for the period
      commencing on December 22, 2004, (the "Commencement Date") and terminating
      on December 31, 2006, unless sooner terminated as provided in accordance
      with the provisions of Section 5 hereof. (Such term of this agreement is
      herein sometimes called the "Retained Term"). 
 2.  Consulting
Services. As of
the Commencement Date, the Company hereby agrees to retain the Consultant in the
capacity of Director of Business Development to provide management and financial
consulting services as may be requested by the Company during the term
hereof.
 
 3.
    Duties
      and Responsibilities.
 
 (a) *Duties* .
Consultant shall perform such duties as described in Section 2 and any such
other reasonable additional duties as may be prescribed from time-to-time by the Board of
Directors of eLinear, Inc., which are
reasonable and consistent with the Company’s operations, taking into account
Consultant’s expertise. Consultant shall report directly to the Board of
Directors regarding implementation of all business matters and no other person
or group shall be given authority to supervise or direct Consultant in the
performance of his duties.
 
 (b) *Devotion
of Time* . During
the term of this Agreement, Consultant agrees to devote his time on a
non-exclusive and part-time basis to the business and affairs of the Company to
the extent necessary to discharge the responsibilities assigned to Consultant
and to use reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the term of this Agreement it shall not be a violation
of this Agreement for Consultant to manage personal investments or companies in
which personal investments are made. Any income received by Consultant outside
the scope of this agreement is permitted pursuant to the provisions hereof,
shall inure to the benefit of Consultant, and the Company shall not claim any
entitlement thereto.
  
  4.
    Compensation
      and Benefits During the Retained Term.
 
 (a) *Consulting
Fee.* Consultant shall be
compensated by the Company at a monthly fee of $5,000.00 during the Retained
Term which will be paid in monthly installments on the 1 st of each
month. In addition, the Consultant will also be compensated a quarterly payment
of $6,000.00 to be paid on the 1 st of each
quarter, (January 1, April 1, July 1 and October 1).
 
 (b) *Expense
Reimbursement* . The
Consultant shall be entitled to reimbursement of all reasonable, ordinary and
necessary business related expenses incurred by him in the course of his duties
and upon compliance with the Company's procedures. This will include the
Consultant’s cell phone.
 
 (c) *Car
and Health Allowance* .
Consultant shall be entitled to $500.00 car allowance and a $500.00 insurance
allowance to be paid on the 1 st of each
month during the Retained Term of this Agreement.
 
 (d) *Office*  *and
Miscellaneous Expenses* . The
Company agrees to provide the Consultant with an Executive Office that is fully
equipped with a computer, fax and phone and agrees to pay any miscellaneous
expense that the Consultant will incur while utilizing the eLinear
offices.
 
 (e) *Financing
Incentive Bonus* .
Executive shall receive a cash bonus of 1% of all amounts funded to the Company
up to $2 million, thereafter, 2% of all amounts funded to the Company. This
bonus will be payable the month following the completion of such partial or full
funding.
 
 
 5.  Termination . Subject
to the notice and other provisions of this Section 5, the Consultant shall have
the right to terminate the agreement, at any time and for no stated reason. The
Company may terminate this Agreement only upon the following
events:
 
 (a) *Disability* . The
Company shall have the right to terminate the Consulting Agreement in the event
the Consultant suffers an injury, illness or incapacity for a period of more
than six (6) months provided that during such six-month period the Company shall
have given at least thirty (30) days written notice of termination.
 
 (b) *Death* . This
Agreement shall terminate upon the death of Kevan Casey.
 
 (c) *With
Cause* . The
Company may terminate this Consulting Agreement at any time because of:
 
 (i)
Consultant’s material breach of any term of this Agreement, which is not cured
after twenty (20) days written notice from the board of directors,
or
 
 (ii)
Conviction by the Consultant of a felony or an act of fraud against the
Company.
 
 If the
Company terminates the Consulting Agreement for any reason other than as set
forth in items 5(a), (b), or (c), then Consultant is entitled to receive sixty
thousand dollars payable in twelve (12) monthly installments and any bonuses or
expenses earned or accrued and not yet paid as of the final effective
termination date. In the event the Consulting Agreement with the Company is
terminated pursuant to items 5(a), (b) or (c), the Consultant shall be entitled
to receive all compensation earned by the Consultant up to the date of
termination, all unreimbursed expenses, and any bonus earned in respect of a
prior period and not yet paid.
 
 6.
    Revealing
      of Trade Secrets, etc.
      Consultant acknowledges the interest of the Company in maintaining the
      confidentiality of information related to its business and shall not at
      any time during the Retained Term or thereafter, directly or indirectly,
      reveal or cause to be revealed to any person or entity the supplier lists,
      customer lists or other confidential business information of the Company;
      provided, however, that the parties acknowledge that it is not the
      intention of this paragraph to include within its subject matter (a)
      information not proprietary to the Company, (b) information which is then
      in the public domain, or (c) information required to be disclosed by
      law. 
 7.  Arbitration . If a
dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of a single arbitrator, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated by written
demand. This Agreement to arbitrate shall be specifically enforceable only in
the District Court of Harris County, Texas. A decision of the arbitrator shall
be final, conclusive and binding on the Company and the Consultant, and judgment
may be entered in the District Court of Harris County, Texas, for enforcement
and other benefits. On appointment, the arbitrator shall then proceed to decide
the arbitration subjects in accordance with the Rules. Any arbitration held in
accordance with this paragraph shall be private and confidential. The matters
submitted for arbitration, the hearings and proceedings and the arbitration
award shall be kept and maintained in strictest confidence by Consultant and the
Company and shall not be discussed, disclosed or communicated to any persons. On
request of any party, the record of the proceeding shall be sealed and may not
be disclosed except insofar, and only insofar, as may be necessary to enforce
the award of the arbitrator and any judgment enforcing an award. The prevailing
party shall be entitled to recover reasonable and necessary attorneys' fees and
costs from the non-prevailing party.
 
 8.  Survival . In the
event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Consultant pursuant to Sections 6 and 7 of this
Agreement shall survive such termination.
 
 9.  Contents
of Agreement, Parties in Interest, Assignment, etc . This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All prior agreements whether oral or written are
superseded by this Agreement. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Consultant hereunder which are of
a personal nature shall neither be assigned nor transferred in whole or in part
by Consultant. This Agreement shall not be amended except by a written
instrument duly executed by the parties.
 
 10.  Severability . If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, such term or provision shall be ineffective to the extent of
such invalidity or unenforceability without invalidating the remaining terms and
provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable term or provision had not been contained herein.
 
 11.  Notices . Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested, to the
party to whom the same is so given or made:
 
 **If
addressed to the Company** :
 
 eLinear,
Inc.
 c/o Mr.
Michael Lewis
 2901 West
Sam Houston Parkway North
 Suite
E-300
 Houston,
Texas 77043
 Attn:
CEO
 
 **If
addressed to Consultant:**
 
 Kevan
Casey
 3311
Banbury Place
 Houston,
Texas 77027
 Telephone
No.: (713) 502-4110
 
 or to
such other address as the one party shall specify to the other party in
writing.
 
 12.
    Counterparts
      and Headings.
      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original and all which together shall constitute one
      and the same instrument. All headings are inserted for convenience of
      reference only and shall not affect the meaning or interpretation of this
      Agreement. 
 
 13. Governing
Law; Venue. This
Agreement shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the conflict of laws provisions thereof. Venue
of any dispute concerning this Agreement shall be exclusively in Harris County,
Texas.
 
 14.   Waiver . The
failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
 
 
 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
 
 
 KEVAN
CASEY        ELINEAR,
INC
 
 
 
 __________________________________     By:
_______________________________
 Title:
______________________________