EXHIBIT 10.16


                                                                       EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT

          This  Registration  Rights  Agreement  (this  "Agreement") is made and
                                                         ---------
entered  into  as  of  January  30, 2004, by and among eLinear, Inc., a Delaware
corporation  (the  "Company"),  and  the  purchasers signatory hereto (each such
                    -------
purchaser,  a  "Purchaser"  and  collectively,  the  "Purchasers").
                ---------                             ----------

          This  Agreement is made pursuant to the Securities Purchase Agreement,
dated  as of the date hereof among the Company and the Purchasers (the "Purchase
                                                                        --------
Agreement").
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          The Company and the Purchasers hereby agree as follows:

     1.     Definitions.  Capitalized  terms  used  and  not  otherwise  defined
            -----------
herein  that are defined in the Purchase Agreement shall have the meanings given
such  terms in the Purchase Agreement.  As used in this Agreement, the following
terms  shall  have  the  following  meanings:

          "Advice" shall have the meaning set forth in Section 6(d).
           ------

          "Effectiveness Date" means, with respect to the Registration Statement
           ------------------
     required  to  be filed hereunder, the earlier of (a) the 120th calendar day
     following the date of the Purchase Agreement, and (b) the fifth Trading Day
     following  the date on which the Company is notified by the Commission that
     the  Registration Statement will not be reviewed or is no longer subject to
     further  review  and  comments.

          "Effectiveness  Period"  shall  have  the meaning set forth in Section
           ---------------------
     2(a).

          "Event" shall have the meaning set fort in Section 2(b).
           -----

          "Event Date" shall have the meaning set forth in Section 2(b).
           ----------

          "Filing  Date"  means,  with  respect  to  the  Registration Statement
           ------------
     required to be filed hereunder, the 45th calendar day following the date of
     the  Purchase  Agreement.

          "Holder" or "Holders" means the holder or holders, as the case may be,
           ------      -------
     from  time  to  time  of  Registrable  Securities.

          "Indemnified  Party" shall have the meaning set forth in Section 5(c).
           ------------------

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).
           ------------------

          "Losses" shall have the meaning set forth in Section 5(a).
           ------


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<PAGE>
          "Proceeding" means an action, claim, suit, investigation or proceeding
           ----------
     (including,  without  limitation,  an  investigation or partial proceeding,
     such  as  a  deposition),  whether  commenced  or  threatened.

          "Prospectus"  means  the  prospectus  included  in  the  Registration
           ----------
     Statement  (including,  without  limitation, a prospectus that includes any
     information  previously  omitted  from  a  prospectus  filed  as part of an
     effective  registration  statement  in  reliance upon Rule 430A promulgated
     under  the  Securities  Act),  as amended or supplemented by any prospectus
     supplement, with respect to the terms of the offering of any portion of the
     Registrable Securities covered by the Registration Statement, and all other
     amendments  and  supplements  to  the  Prospectus, including post-effective
     amendments,  and  all  material  incorporated  by reference or deemed to be
     incorporated  by  reference  in  such  Prospectus.

          "Registrable  Securities"  means  all  of  the  Shares and the Warrant
           -----------------------
     Shares,  together  with  any shares of Common Stock issued or issuable upon
     any  stock  split,  dividend  or  other  distribution,  recapitalization or
     similar  event  with  respect  to  the  foregoing.

          "Registration Statement" means the registration statements required to
           ----------------------
     be filed hereunder, including (in each case) the Prospectus, amendments and
     supplements to the registration statement or Prospectus, including pre- and
     post-effective  amendments,  all  exhibits  thereto,  and  all  material
     incorporated  by reference or deemed to be incorporated by reference in the
     registration  statement.

          "Rule  415"  means  Rule 415 promulgated by the Commission pursuant to
           ---------
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  purpose  and  effect  as  such  Rule.

          "Rule  424"  means  Rule 424 promulgated by the Commission pursuant to
           ---------
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  purpose  and  effect  as  such  Rule.

     2.     Registration.
            ------------

          (a)     On  or prior to the Filing Date, the Company shall prepare and
     file  with the Commission the Registration Statement covering the resale of
     all  of  the  Registrable  Securities  for  an  offering  to  be  made on a
     continuous  basis pursuant to Rule 415. The Registration Statement required
     hereunder shall be on Form SB-2 (except if the Company is not then eligible
     to  register  for  resale the Registrable Securities on Form SB-2, in which
     case  the  Registration  shall be on another appropriate form in accordance
     herewith).  The  Registration  Statement  required  hereunder shall contain
     (except  if  otherwise  directed by the Holders) substantially the "Plan of
                                                                         -------
     Distribution"  attached  hereto  as  Annex  A. Subject to the terms of this
     ------------                         --------
     Agreement, the Company shall use its best efforts to cause the Registration
     Statement  to be declared effective under the Securities Act as promptly as
     possible  after  the  filing  thereof,  but in any event not later than the
     Effectiveness Date, and shall use its best efforts to keep the Registration
     Statement  continuously  effective  under


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<PAGE>
     the  Securities  Act until the date when all Registrable Securities covered
     by  the Registration Statement have been sold or may be sold without volume
     restrictions  pursuant  to  Rule 144(k) as determined by the counsel to the
     Company  pursuant to a written opinion letter to such effect, addressed and
     acceptable  to  the  Company's transfer agent and the affected Holders (the
     "Effectiveness  Period").
      ---------------------

          (b)     If:  (i)  a Registration Statement is not filed on or prior to
     the  Filing  Date  (if  the  Company files a Registration Statement without
     affording  the  Holder the opportunity to review and comment on the same as
     required by Section 3(a), the Company shall not be deemed to have satisfied
     this  clause  (i)), or (ii) the Company fails to file with the Commission a
     request  for acceleration in accordance with Rule 461 promulgated under the
     Securities  Act,  within  five Trading Days of the date that the Company is
     notified  (orally  or  in  writing, whichever is earlier) by the Commission
     that  a Registration Statement will not be "reviewed," or is not subject to
     further review, or (iii) prior to the date when such Registration Statement
     is  first declared effective by the Commission, the Company fails to file a
     pre-effective  amendment  and otherwise respond in writing to comments made
     by  the  Commission  in  respect  of  such Registration Statement within 10
     calendar  days  after  the  receipt  of  comments  by  or  notice  from the
     Commission  that  such  amendment  is  required in order for a Registration
     Statement  to be declared effective, or (iv) a Registration Statement filed
     or  required  to  be  filed  hereunder  is  not  declared  effective by the
     Commission on or before the Effectiveness Date, or (v) after a Registration
     Statement  is first declared effective by the Commission, it ceases for any
     reason  to  remain  continuously effective as to all Registrable Securities
     for  which it is required to be effective, or the Holders are not permitted
     to  utilize  the  Prospectus therein to resell such Registrable Securities,
     for  in  any such case 10 consecutive days but no more than an aggregate of
     15  days  during any 12 month period (which need not be consecutive Trading
     Days)(any  such  failure or breach being referred to as an "Event," and for
     purposes  of clause (i) or (iv) the date on which such Event occurs, or for
     purposes  of  clause (ii) the date on which such five Trading Day period is
     exceeded,  or  for purposes of clause (iii) the date which such 10 calendar
     days  is  exceeded, or for purposes of clause (v) the date on which such 10
     or  15  day  period, as applicable, is exceeded being referred to as "Event
     Date"), then in addition to any other rights the Holders may have hereunder
     or  under applicable law: (x) on each such Event Date the Company shall pay
     to  each Holder an amount in cash, as partial liquidated damages and not as
     a  penalty,  equal  to  1.5%  of  the aggregate purchase price paid by such
     Holder  pursuant  to  the Purchase Agreement for any Registrable Securities
     then  held by such Holder; and (y) on each monthly anniversary of each such
     Event Date (if the applicable Event shall not have been cured by such date)
     until  the  applicable Event is cured, the Company shall pay to each Holder
     an amount in cash, as partial liquidated damages and not as a penalty, 2.0%
     of  the  aggregate  purchase  price  paid  by  such  Holder pursuant to the
     Purchase Agreement for any Registrable Securities then held by such Holder.
     If the Company fails to pay any partial liquidated damages pursuant to this
     Section  in full within seven days after the date payable, the Company will
     pay  interest  thereon  at  a rate of 15% per annum (or such lesser maximum
     amount  that  is  permitted  to  be  paid by applicable law) to the Holder,
     accruing  daily from the date such partial liquidated damages are due until
     such amounts, plus all such interest thereon, are paid in full. The partial
     liquidated  damages  pursuant  to


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<PAGE>
     the terms hereof shall apply on a daily pro-rata basis for any portion of a
     month  prior  to  the  cure  of  an  Event.

     3.     Registration  Procedures
            ------------------------

          In  connection  with the Company's registration obligations hereunder,
the  Company  shall:

          (a)     Not  less  than  five  Trading Days prior to the filing of the
     Registration  Statement  and  not  less  than two Trading Days prior to the
     filing  of  any  related Prospectus or any amendment or supplement thereto,
     the  Company shall, (i) furnish to the Holders copies of all such documents
     proposed  to  be  filed  (including  documents  incorporated  or  deemed
     incorporated  by  reference  to  the extent requested by such Person) which
     documents will be subject to the review of such Holders, and (ii) cause its
     officers  and  directors,  counsel  and  independent  certified  public
     accountants  to  respond  to  such  inquiries as shall be necessary, in the
     reasonable  opinion  of  respective  counsel  to  conduct  a  reasonable
     investigation  within  the meaning of the Securities Act. The Company shall
     not  file  the  Registration  Statement  or  any  such  Prospectus  or  any
     amendments or supplements thereto to which the Holders of a majority of the
     Registrable Securities shall reasonably object in good faith, provided that
     the  Company  is  notified  of  such  objection  in writing no later than 5
     Trading  Days or 2 Trading Days, as applicable, after the Holders have been
     so  furnished  copies  of  such  documents.

          (b)     (i)  Prepare  and  file  with  the Commission such amendments,
     including  post-effective amendments, to the Registration Statement and the
     Prospectus  used  in  connection  therewith as may be necessary to keep the
     Registration  Statement  continuously  effective  as  to  the  applicable
     Registrable  Securities  for  the Effectiveness Period and prepare and file
     with  the  Commission  such  additional Registration Statements in order to
     register  for  resale  under  the  Securities  Act  all  of the Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any required Prospectus supplement, and as so supplemented or amended to
     be  filed  pursuant  to  Rule  424; (iii) respond as promptly as reasonably
     possible  to  any comments received from the Commission with respect to the
     Registration  Statement  or  any  amendment  thereto  and,  as  promptly as
     reasonably  possible,  upon  request, provide the Holders true and complete
     copies  of  all  correspondence  from and to the Commission relating to the
     Registration  Statement;  and (iv) comply in all material respects with the
     provisions  of  the Securities Act and the Exchange Act with respect to the
     disposition  of  all  Registrable  Securities  covered  by the Registration
     Statement  during  the  applicable  period  in accordance with the intended
     methods of disposition by the Holders thereof set forth in the Registration
     Statement  as  so  amended  or  in  such  Prospectus  as  so  supplemented.

          (c)     Notify  the  Holders  of  Registrable Securities to be sold as
     promptly  as  reasonably  possible  and  (if  requested by any such Person)
     confirm  such  notice  in  writing promptly following the day (i)(A) when a
     Prospectus  or any Prospectus supplement or post-effective amendment to the
     Registration  Statement  is  proposed  to be filed; (B) when the Commission
     notifies  the  Company whether there will be a "review" of the Registration
     Statement  and  whenever  the  Commission  comments  in  writing  on  the


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<PAGE>
     Registration  Statement  (the  Company  shall upon request provide true and
     complete  copies  thereof  and all written responses thereto to each of the
     Holders);  and  (C)  with  respect  to  the  Registration  Statement or any
     post-effective  amendment,  when the same has become effective; (ii) of any
     request  by  the  Commission  or  any  other  Federal or state governmental
     authority  during the period of effectiveness of the Registration Statement
     for  amendments  or supplements to the Registration Statement or Prospectus
     or  for  additional information; (iii) of the issuance by the Commission or
     any  other  federal  or  state  governmental  authority  of  any stop order
     suspending  the effectiveness of the Registration Statement covering any or
     all  of the Registrable Securities or the initiation of any Proceedings for
     that  purpose;  (iv) of the receipt by the Company of any notification with
     respect  to  the  suspension  of  the  qualification  or  exemption  from
     qualification  of  any  of  the  Registrable  Securities  for  sale  in any
     jurisdiction,  or  the initiation or threatening of any Proceeding for such
     purpose;  and  (v)  of  the occurrence of any event or passage of time that
     makes  the  financial  statements  included  in  the Registration Statement
     ineligible  for inclusion therein or any statement made in the Registration
     Statement  or  Prospectus  or  any  document  incorporated  or deemed to be
     incorporated  therein  by  reference untrue in any material respect or that
     requires  any  revisions to the Registration Statement, Prospectus or other
     documents  so  that,  in  the  case  of  the  Registration Statement or the
     Prospectus, as the case may be, it will not contain any untrue statement of
     a  material  fact  or omit to state any material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they  were  made,  not  misleading.

          (d)     Use  commercially reasonable efforts to avoid the issuance of,
     or,  if  issued,  obtain  the  withdrawal  of  (i) any order suspending the
     effectiveness  of the Registration Statement, or (ii) any suspension of the
     qualification  (or  exemption from qualification) of any of the Registrable
     Securities  for  sale  in  any  jurisdiction,  at  the earliest practicable
     moment.

          (e)     Furnish to each Holder, without charge, at least one conformed
     copy  of  the  Registration Statement and each amendment thereto, including
     financial statements and schedules, all documents incorporated or deemed to
     be  incorporated  therein  by  reference  to  the  extent requested by such
     Person,  and all exhibits to the extent requested by such Person (including
     those previously furnished or incorporated by reference) promptly after the
     filing  of  such  documents  with  the  Commission.

          (f)     Promptly  deliver  to  each  Holder,  without  charge, as many
     copies  of  the  Prospectus  or  Prospectuses  (including  each  form  of
     prospectus)  and  each  amendment or supplement thereto as such Persons may
     reasonably  request in connection with resales by the Holder of Registrable
     Securities.  Subject  to  the  terms  of this Agreement, the Company hereby
     consents  to  the  use  of such Prospectus and each amendment or supplement
     thereto  by each of the selling Holders in connection with the offering and
     sale  of  the  Registrable  Securities  covered  by such Prospectus and any
     amendment  or  supplement  thereto,  except  after the giving on any notice
     pursuant  to  Section  3(c).

          (g)     Prior to any resale of Registrable Securities by a Holder, use
     its  commercially  reasonable  efforts  to register or qualify or cooperate
     with  the  selling


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<PAGE>
     Holders  in connection with the registration or qualification (or exemption
     from  the Registration or qualification) of such Registrable Securities for
     the  resale  by  the  Holder  under the securities or Blue Sky laws of such
     jurisdictions within the United States as any Holder reasonably requests in
     writing,  to  keep  each  such  Registration or qualification (or exemption
     therefrom)  effective during the Effectiveness Period and to do any and all
     other acts or things reasonably necessary to enable the disposition in such
     jurisdictions  of  the  Registrable  Securities covered by the Registration
     Statement;  provided,  that  the  Company  shall not be required to qualify
                 --------
     generally  to  do  business  in  any  jurisdiction  where it is not then so
     qualified, subject the Company to any material tax in any such jurisdiction
     where  it  is  not  then so subject or file a general consent to service of
     process  in  any  such  jurisdiction.

          (h)     If  requested  by  the  Holders, cooperate with the Holders to
     facilitate the timely preparation and delivery of certificates representing
     Registrable  Securities  to  be  delivered  to a transferee pursuant to the
     Registration  Statement,  which  certificates  shall be free, to the extent
     permitted  by  the  Purchase  Agreement, of all restrictive legends, and to
     enable  such  Registrable  Securities  to  be  in  such  denominations  and
     registered in such names as any such Holders may request.

          (i)     Upon  the  occurrence  of  any  event  contemplated by Section
     3(c)(v),  as  promptly  as  reasonably  possible,  prepare  a supplement or
     amendment,  including  a  post-effective  amendment,  to  the  Registration
     Statement  or  a  supplement  to  the  related  Prospectus  or any document
     incorporated  or  deemed  to be incorporated therein by reference, and file
     any  other  required document so that, as thereafter delivered, neither the
     Registration Statement nor such Prospectus will contain an untrue statement
     of  a  material fact or omit to state a material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they were made, not misleading. If the Company
     notifies the Holders in accordance with clauses (ii) through (v) of Section
     3(c)  above  to  suspend  the  use  of  the use of any Prospectus until the
     requisite changes to such Prospectus have been made, then the Holders shall
     suspend  use  of  such Prospectus. The Company will use its best efforts to
     ensure  that  the  use  of  the Prospectus may be resumed as promptly as is
     practicable. The Company shall be entitled to exercise its right under this
     Section  3(i)  to  suspend the availability of a Registration Statement and
     Prospectus,  subject  to  the  payment  of  liquidated  damages pursuant to
     Section  2(b),  for  a  period  not  to  exceed  60 days (which need not be
     consecutive  days)  in  any  12  month  period.

          (j)     Comply  with  all  applicable  rules  and  regulations  of the
     Commission.

          (k)     The  Company may require each Holder to furnish to the Company
     a  certified  statement  as  to  the  number  of  shares  of  Common  Stock
     beneficially  owned  by such Holder and, if required by the Commission, the
     person  thereof  that  has  voting and dispositive control over the Shares.
     During  any  periods  that  the  Company  is unable to meet its obligations
     hereunder  with  respect  to the registration of the Registrable Securities
     solely  because  any  Holder fails to furnish such information within three
     Trading  Days  of  the  Company's  request, any liquidated damages that are
     accruing  at such time as to such Holder only shall be tolled and any Event
     that  may  otherwise  occur  solely


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<PAGE>
     because of such delay shall be suspended as to such Holder only, until such
     information  is  delivered  to  the  Company.

     4.     Registration  Expenses.  All  fees  and  expenses  incident  to  the
            ----------------------
performance  of  or compliance with this Agreement by the Company shall be borne
by  the  Company  whether or not any Registrable Securities are sold pursuant to
the  Registration Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to  be  made with the Trading Market on which the Common Stock is then
listed  for  trading,  and (B) in compliance with applicable state securities or
Blue  Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if  the  printing  of  prospectuses  is reasonably requested by the holders of a
majority  of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel  for the Company, (v) Securities Act liability insurance, if the Company
so  desires  such  insurance,  and  (vi)  fees and expenses of all other Persons
retained  by the Company in connection with the consummation of the transactions
contemplated  by  this Agreement.  In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the  transactions contemplated by this Agreement (including, without limitation,
all  salaries  and  expenses  of  its officers and employees performing legal or
accounting  duties),  the  expense of any annual audit and the fees and expenses
incurred  in  connection  with  the listing of the Registrable Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for  any  broker  or  similar  commissions or, except to the extent
provided  for in the Transaction Documents, any legal fees or other costs of the
Holders,  including,  without limitation, any legal fees or costs of the Holders
associated  with  the  review  and  response  procedures set forth in Section 3.

     5.     Indemnification
            ---------------

          (a)     Indemnification  by  the  Company.  The  Company  shall,
                  ---------------------------------
     notwithstanding  any  termination  of  this  Agreement,  indemnify and hold
     harmless each Holder, the officers, directors, agents and employees of each
     of  them,  each  Person who controls any such Holder (within the meaning of
     Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
     officers,  directors, agents and employees of each such controlling Person,
     to the fullest extent permitted by applicable law, from and against any and
     all  losses,  claims,  damages,  liabilities,  costs  (including,  without
     limitation,  reasonable  attorneys'  fees)  and  expenses  (collectively,
     "Losses"), as incurred, arising out of or relating to any untrue or alleged
      ------
     untrue  statement  of  a  material  fact  contained  in  the  Registration
     Statement,  any Prospectus or any form of prospectus or in any amendment or
     supplement  thereto  or in any preliminary prospectus, or arising out of or
     relating to any omission or alleged omission of a material fact required to
     be  stated therein or necessary to make the statements therein (in the case
     of  any Prospectus or form of prospectus or supplement thereto, in light of
     the circumstances under which they were made) not misleading, except to the
     extent,  but  only  to  the  extent,  that  (i)  such  untrue statements or
     omissions are based solely upon information regarding such Holder furnished
     in  writing  to the Company by such Holder expressly for use therein, or to
     the  extent  that  such information relates to such Holder or such Holder's
     proposed  method  of  distribution of


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<PAGE>
     Registrable  Securities  and  was  provided  to  the  Holder  for review in
     accordance  with  Section  3(a)  (it  being  understood that the Holder has
     approved  Annex  A  hereto  for  this  purpose)  or  (ii) in the case of an
     occurrence  of  an event of the type specified in Section 3(c)(ii)-(v), the
     use by such Holder of an outdated or defective Prospectus after the Company
     has  notified  such  Holder  in  writing that the Prospectus is outdated or
     defective  and  prior  to  the  receipt  by  such  Holder  of  the  Advice
     contemplated in Section 6(d). The Company shall notify the Holders promptly
     of  the  institution,  threat  or  assertion of any Proceeding of which the
     Company  is  aware in connection with the transactions contemplated by this
     Agreement.

          (b)     Indemnification  by  Holders. Each Holder shall, severally and
                  ----------------------------
     not  jointly,  indemnify  and  hold  harmless  the  Company, its directors,
     officers,  agents  and  employees,  each  Person  who  controls the Company
     (within  the  meaning of Section 15 of the Securities Act and Section 20 of
     the Exchange Act), and the directors, officers, agents or employees of such
     controlling  Persons,  to  the  fullest extent permitted by applicable law,
     from  and  against all Losses, as incurred, to the extent arising out of or
     based  solely upon: (x) such Holder's failure to comply with the prospectus
     delivery  requirements  of  the Securities Act or (y) any untrue or alleged
     untrue  statement  of  a  material  fact  contained  in  any  Registration
     Statement,  any  Prospectus, or any form of prospectus, or in any amendment
     or  supplement  thereto or in any preliminary prospectus, or arising out of
     or relating to any omission or alleged omission of a material fact required
     to  be  stated  therein  or  necessary  to  make the statements therein not
     misleading  (i)  to  the  extent,  but only to the extent, that such untrue
     statement  or  omission  is  contained  in  any information so furnished in
     writing  by  such  Holder  to the Company specifically for inclusion in the
     Registration  Statement  or  such Prospectus or (ii) to the extent that (1)
     such  untrue  statements  or  omissions  are  based solely upon information
     regarding  such  Holder  furnished in writing to the Company by such Holder
     expressly  for  use therein, or to the extent that such information relates
     to  such  Holder  or  such  Holder's  proposed  method  of  distribution of
     Registrable  Securities  and  was  provided  to  the  Holder  for review in
     accordance  with  Section  3(a)  (it  being  understood that the Holder has
     approved  Annex A hereto for this purpose), such Prospectus or such form of
     Prospectus  or in any amendment or supplement thereto or (2) in the case of
     an  occurrence  of  an event of the type specified in Section 3(c)(ii)-(v),
     the  use  by  such  Holder of an outdated or defective Prospectus after the
     Company has notified such Holder in writing that the Prospectus is outdated
     or  defective  and  prior  to  the  receipt  by  such  Holder of the Advice
     contemplated  in  Section  6(d).  In  no  event  shall the liability of any
     selling Holder hereunder be greater in amount than the dollar amount of the
     net  proceeds  received  by  such  Holder  upon the sale of the Registrable
     Securities  giving  rise  to  such  indemnification  obligation.

          (c)     Conduct  of  Indemnification  Proceedings.  If  any Proceeding
                  -----------------------------------------
     shall  be  brought  or  asserted  against  any Person entitled to indemnity
     hereunder  (an  "Indemnified Party"), such Indemnified Party shall promptly
                      -----------------
     notify  the Person from whom indemnity is sought (the "Indemnifying Party")
                                                            ------------------
     in  writing,  and the Indemnifying Party shall have the right to assume the
     defense  thereof,  including  the  employment  of  counsel  reasonably
     satisfactory  to  the  Indemnified  Party  and  the payment of all fees and
     expenses  incurred  in  connection with defense thereof; provided, that the
     failure  of any Indemnified Party to give such notice shall not relieve the
     Indemnifying  Party  of  its  obligations  or  liabilities


                                      --  8
<PAGE>
     pursuant  to  this Agreement, except (and only) to the extent that it shall
     be  finally  determined  by  a  court  of  competent  jurisdiction  (which
     determination is not subject to appeal or further review) that such failure
     shall  have  prejudiced  the  Indemnifying  Party.

          An  Indemnified  Party shall have the right to employ separate counsel
     in  any  such Proceeding and to participate in the defense thereof, but the
     fees  and  expenses  of  such  counsel  shall  be  at  the  expense of such
     Indemnified  Party or Parties unless: (1) the Indemnifying Party has agreed
     in  writing to pay such fees and expenses; (2) the Indemnifying Party shall
     have failed promptly to assume the defense of such Proceeding and to employ
     counsel  reasonably  satisfactory  to  such  Indemnified  Party in any such
     Proceeding;  or (3) the named parties to any such Proceeding (including any
     impleaded parties) include both such Indemnified Party and the Indemnifying
     Party,  and such Indemnified Party shall reasonably believe that a material
     conflict  of  interest  is  likely  to  exist  if  the same counsel were to
     represent such Indemnified Party and the Indemnifying Party (in which case,
     if  such  Indemnified Party notifies the Indemnifying Party in writing that
     it  elects  to  employ  separate counsel at the expense of the Indemnifying
     Party,  the  Indemnifying  Party  shall  not  have  the right to assume the
     defense  thereof  and  the  reasonable  fees  and  expenses of one separate
     counsel  shall  be  at  the  expense  of  the  Indemnifying  Party).  The
     Indemnifying  Party  shall  not  be  liable  for any settlement of any such
     Proceeding effected without its written consent, which consent shall not be
     unreasonably  withheld.  No  Indemnifying  Party  shall,  without the prior
     written  consent  of  the  Indemnified  Party, effect any settlement of any
     pending  Proceeding  in  respect of which any Indemnified Party is a party,
     unless  such  settlement  includes  an  unconditional  release  of  such
     Indemnified  Party from all liability on claims that are the subject matter
     of  such  Proceeding.

          Subject  to  the  terms  of  this  Agreement,  all reasonable fees and
     expenses  of  the Indemnified Party (including reasonable fees and expenses
     to  the  extent  incurred  in connection with investigating or preparing to
     defend  such  Proceeding  in  a  manner not inconsistent with this Section)
     shall  be  paid  to  the Indemnified Party, as incurred, within ten Trading
     Days  of  written  notice thereof to the Indemnifying Party; provided, that
                                                                  --------
     the  Indemnified  Party shall promptly reimburse the Indemnifying Party for
     that portion of such fees and expenses applicable to such actions for which
     such  Indemnified  Party  is  not  entitled  to  indemnification hereunder,
     determined  based  upon  the  relative  faults  of  the  parties.

          (d)     Contribution.  If  a  claim  for indemnification under Section
                  ------------
     5(a)  or  5(b)  is unavailable to an Indemnified Party (by reason of public
     policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
     such  Indemnified  Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such Losses, in such proportion as is
     appropriate  to  reflect  the  relative fault of the Indemnifying Party and
     Indemnified  Party  in connection with the actions, statements or omissions
     that  resulted  in  such  Losses  as  well  as any other relevant equitable
     considerations.  The  relative  fault  of  such  Indemnifying  Party  and
     Indemnified  Party shall be determined by reference to, among other things,
     whether  any  action  in  question,  including any untrue or alleged untrue
     statement  of a material fact or omission or alleged omission of a material
     fact,  has  been  taken  or made by, or relates to information supplied by,
     such  Indemnifying  Party  or


                                      --  9
<PAGE>
     Indemnified  Party,  and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such action, statement or
     omission.  The  amount paid or payable by a party as a result of any Losses
     shall  be  deemed  to include, subject to the limitations set forth in this
     Agreement,  any  reasonable attorneys' or other reasonable fees or expenses
     incurred by such party in connection with any Proceeding to the extent such
     party  would  have  been  indemnified  for  such  fees  or  expenses if the
     indemnification provided for in this Section was available to such party in
     accordance  with  its  terms.

          The  parties  hereto  agree that it would not be just and equitable if
     contribution  pursuant  to  this  Section  5(d) were determined by pro rata
     allocation  or  by  any  other method of allocation that does not take into
     account  the  equitable  considerations  referred  to  in  the  immediately
     preceding  paragraph.  Notwithstanding the provisions of this Section 5(d),
     no  Holder shall be required to contribute, in the aggregate, any amount in
     excess of the amount by which the proceeds actually received by such Holder
     from  the  sale  of  the  Registrable  Securities subject to the Proceeding
     exceeds  the  amount  of  any  damages  that such Holder has otherwise been
     required  to  pay  by  reason of such untrue or alleged untrue statement or
     omission  or  alleged omission, except in the case of fraud by such Holder.

          The  indemnity  and  contribution agreements contained in this Section
     are  in addition to any liability that the Indemnifying Parties may have to
     the  Indemnified  Parties.

     6.     Miscellaneous
            -------------

          (a)     Remedies.  In  the  event  of  a breach by the Company or by a
                  --------
     Holder,  of  any  of their obligations under this Agreement, each Holder or
     the  Company, as the case may be, in addition to being entitled to exercise
     all  rights  granted by law and under this Agreement, including recovery of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.  The  Company  and each Holder agree that monetary damages would
     not  provide  adequate  compensation for any losses incurred by reason of a
     breach  by it of any of the provisions of this Agreement and hereby further
     agrees that, in the event of any action for specific performance in respect
     of  such  breach,  it shall waive the defense that a remedy at law would be
     adequate.

          (b)     No  Piggyback  on  Registrations.  The  Company  may  include
                  --------------------------------
     securities  of  the  Company  in  a  Registration  Statement other than the
     Registrable  Securities,  provided  that  the  total  number  of securities
     included  may  not  be  in  excess  of  [130,000]  shares  of  Common Stock
     (including  any  shares  underlying  Common Stock Equivalents). The Company
     shall  not  file any other registration statement until after the Effective
     Date  except  for  registration  statements  on  Form  S-8  to register any
     currently  outstanding  stock  plans.

          (c)     Compliance.  Each  Holder  covenants  and  agrees that it will
                  ----------
     comply  with  the prospectus delivery requirements of the Securities Act as
     applicable  to  it  in  connection  with  sales  of  Registrable Securities
     pursuant  to  the  Registration  Statement.


                                     --  10
<PAGE>
          (d)     Discontinued  Disposition.  Each  Holder  agrees  by  its
                  -------------------------
     acquisition  of  such Registrable Securities that, upon receipt of a notice
     from  the  Company  of the occurrence of any event of the kind described in
     Section  3(c),  such  Holder will forthwith discontinue disposition of such
     Registrable Securities under the Registration Statement until such Holder's
     receipt  of  the  copies  of  the  supplemented  Prospectus  and/or amended
     Registration  Statement or until it is advised in writing (the "Advice") by
                                                                     ------
     the  Company that the use of the applicable Prospectus may be resumed, and,
     in  either  case,  has  received  copies  of any additional or supplemental
     filings  that are incorporated or deemed to be incorporated by reference in
     such  Prospectus  or  Registration Statement. The Company will use its best
     efforts to ensure that the use of the Prospectus may be resumed as promptly
     as  it  practicable.  The  Company agrees and acknowledges that any periods
     during  which  the Holder is required to discontinue the disposition of the
     Registrable  Securities  hereunder  shall  be  subject to the provisions of
     Section  2(b).

          (e)     Piggy-Back  Registrations.  If  at  any  time  during  the
                  -------------------------
     Effectiveness  Period  there  is  not  an  effective Registration Statement
     covering  all of the Registrable Securities and the Company shall determine
     to  prepare  and file with the Commission a registration statement relating
     to  an  offering  for  its  own  account or the account of others under the
     Securities  Act  of any of its equity securities, other than on Form S-4 or
     Form  S-8  (each  as  promulgated  under  the Securities Act) or their then
     equivalents relating to equity securities to be issued solely in connection
     with  any  acquisition  of  any  entity  or  business  or equity securities
     issuable  in  connection  with  the  stock option or other employee benefit
     plans,  then the Company shall send to each Holder a written notice of such
     determination  and,  if  within fifteen days after the date of such notice,
     any  such  Holder shall so request in writing, the Company shall include in
     such  registration statement all or any part of such Registrable Securities
     such  Holder  requests  to  be registered, subject to customary underwriter
     cutbacks  applicable  to  all  holders  of  registration  rights.

          (f)     Amendments  and  Waivers.  The  provisions  of this Agreement,
                  ------------------------
     including  the provisions of this sentence, may not be amended, modified or
     supplemented,  and  waivers  or  consents to departures from the provisions
     hereof  may not be given, unless the same shall be in writing and signed by
     the Company and each Holder of the then outstanding Registrable Securities.

          (g)     Notices.  Any  and  all  notices  or  other  communications or
                  -------
     deliveries  required or permitted to be provided hereunder shall be made in
     accordance  with  the  provisions  of  the  Purchase  Agreement.

          (h)     Successors  and  Assigns.  This  Agreement  shall inure to the
                  ------------------------
     benefit of and be binding upon the successors and permitted assigns of each
     of  the  parties and shall inure to the benefit of each Holder. Each Holder
     may  assign  their  respective  rights  hereunder  in the manner and to the
     Persons  as  permitted  under  the  Purchase  Agreement.

          (i)     Execution and Counterparts.  This Agreement may be executed in
                  --------------------------
     any  number of counterparts, each of which when so executed shall be deemed
     to be an original and, all of which taken together shall constitute one and
     the  same  Agreement.  In  the  event  that  any  signature is delivered by
     facsimile  transmission,  such  signature  shall


                                     --  11
<PAGE>
     create  a  valid  binding  obligation  of  the party executing (or on whose
     behalf  such signature is executed) the same with the same force and effect
     as  if  such  facsimile  signature  were  the  original  thereof.

          (j)     Governing  Law.  All  questions  concerning  the construction,
                  --------------
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     determined  with  the  provisions  of  the  Purchase  Agreement.

          (k)     Cumulative  Remedies.  The  remedies  provided  herein  are
                  --------------------
     cumulative  and  not  exclusive  of  any  remedies  provided  by  law.

          (l)     Severability.  If any term, provision, covenant or restriction
                  ------------
     of  this  Agreement  is  held  by  a  court of competent jurisdiction to be
     invalid,  illegal,  void  or  unenforceable,  the  remainder  of the terms,
     provisions,  covenants  and  restrictions  set forth herein shall remain in
     full  force  and  effect  and  shall  in  no  way  be affected, impaired or
     invalidated, and the parties hereto shall use their commercially reasonable
     efforts  to  find  and  employ  an alternative means to achieve the same or
     substantially the same result as that contemplated by such term, provision,
     covenant  or  restriction.  It  is hereby stipulated and declared to be the
     intention of the parties that they would have executed the remaining terms,
     provisions,  covenants  and restrictions without including any of such that
     may  be  hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (m)     Headings.  The  headings in this Agreement are for convenience
                  --------
     of  reference  only  and  shall  not  limit or otherwise affect the meaning
     hereof.

          (n)     Independent Nature of Purchasers' Obligations and Rights.  The
                  --------------------------------------------------------
     obligations  of  each  Holder  hereunder are several and not joint with the
     obligations  of  any  other  Holder  hereunder,  and  no  Holder  shall  be
     responsible  in any way for the performance of the obligations of any other
     Holder  hereunder.  Nothing  contained  herein or in any other agreement or
     document  delivered  at  any  closing,  and  no  action taken by any Holder
     pursuant  hereto or thereto, shall be deemed to constitute the Holders as a
     partnership,  an  association, a joint venture or any other kind of entity,
     or  create  a presumption that the Holders are in any way acting in concert
     with  respect  to such obligations or the transactions contemplated by this
     Agreement. Each Holder shall be entitled to protect and enforce its rights,
     including  without limitation the rights arising out of this Agreement, and
     it  shall  not  be  necessary  for  any  other  Holder  to  be joined as an
     additional  party  in  any  proceeding  for  such  purpose.

                            *************************



                                     --  12
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.

                                  ELINEAR, INC.


                                  By:  _____________________________________
                                           Name:
                                           Title:


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]




                                     --  13
<PAGE>
                    [PURCHASER'S SIGNATURE PAGE TO ELIN RRA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity:__________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]




                                     --  14
<PAGE>
                                     ANNEX A

                              Plan of Distribution
                              --------------------

     The  Selling  Stockholders (the "Selling Stockholders") of the common stock
                                      --------------------
("Common  Stock")  of  eLinear,  Inc. (the "Company") and any of their pledgees,
  -------------                             -------
assignees  and successors-in-interest may, from time to time, sell any or all of
their  shares  of Common Stock on any stock exchange, market or trading facility
on  which  the shares are traded or in private transactions.  These sales may be
at fixed or negotiated prices.  The Selling Stockholders may use any one or more
of  the  following  methods  when  selling  shares:

          -    ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer  solicits  purchasers;

          -    block  trades in which the broker-dealer will attempt to sell the
               shares  as  agent  but  may  position and resell a portion of the
               block  as  principal  to  facilitate  the  transaction;

          -    purchases  by  a  broker-dealer  as  principal  and resale by the
               broker-dealer  for  its  account;

          -    an  exchange  distribution  in  accordance  with the rules of the
               applicable  exchange;

          -    privately  negotiated  transactions;

          -    settlement  of  short  sales  entered into after the date of this
               prospectus;

          -    broker-dealers  may agree with the Selling Stockholders to sell a
               specified  number of such shares at a stipulated price per share;

          -    a  combination  of  any  such  methods  of  sale;

          -    through  the  writing  or  settlement of options or other hedging
               transactions,  whether  through an options exchange or otherwise;
               or

          -    any  other  method  permitted  pursuant  to  applicable  law.

     The  Selling  Stockholders  may  also  sell shares under Rule 144 under the
Securities  Act of 1933, as amended (the "Securities Act"), if available, rather
                                          --------------
than  under  this  prospectus.

     Broker-dealers  engaged  by  the Selling Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or  discounts  from  the  Selling Stockholders (or, if any broker-dealer acts as
agent  for  the  purchaser  of  shares,  from  the  purchaser)  in amounts to be
negotiated.  Each  Selling  Stockholder  does  not  expect these commissions and
discounts  relating  to  its  sales of shares to exceed what is customary in the
types  of  transactions  involved.


                                     --  15
<PAGE>
     In  connection  with the sale of our common stock or interests therein, the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which  may in turn engage in short sales of the
common  stock  in  the course of hedging the positions they assume.  The Selling
Stockholders  may  also  sell shares of our common stock short and deliver these
securities  to  close  out  their  short positions, or loan or pledge the common
stock  to  broker-dealers  that  in turn may sell these securities.  The Selling
Stockholders  may  also  enter  into  option  or  other  transactions  with
broker-dealers  or  other  financial institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution  of  shares offered by this prospectus, which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus  (as  supplemented  or  amended  to  reflect  such  transaction).

     The Selling Stockholders and any broker-dealers or agents that are involved
in  selling  the shares may be deemed to be "underwriters" within the meaning of
the  Securities  Act  in  connection  with  such  sales.  In  such  event,  any
commissions  received  by  such  broker-dealers  or agents and any profit on the
resale  of  the  shares  purchased  by  them  may  be  deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling Stockholder has
informed  the  Company  that  it  does  not have any agreement or understanding,
directly  or  indirectly,  with  any  person  to  distribute  the  Common Stock.

     The  Company  is  required to pay certain fees and expenses incurred by the
Company  incident  to the registration of the shares.  The Company has agreed to
indemnify  the  Selling Stockholders against certain losses, claims, damages and
liabilities,  including  liabilities  under  the  Securities  Act.



                                     --  16
<PAGE>