EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (the  "Employment  Agreement" or "Agreement"),
dated this 14th day of January 2004, is by and between eLinear, Inc., a Delaware
corporation,  Houston,  Texas  (the  "Company"),  and  Ramzi  Milad  Nassar (the
"Executive") an individual for employment beginning February 1, 2004.

     WHEREAS,  the  Executive  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.  Subject to the terms and conditions hereof, the term
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of  employment of the Executive under this Employment Agreement shall be for the
period  commencing  on the date hereof (the "Commencement Date") and terminating
two  years  from  the  Commencement Date, unless sooner terminated in accordance
with  the  provisions  of  Section 6 hereof.  (Such term of employment is herein
sometimes  called  the  "Employment  Term.")

2.     Employment.  As  of  the  Commencement Date, the Company hereby agrees to
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employ  the  Executive  as  Chief  Operating  Officer,  Senior Vice President of
eLinear, Inc. with such duties as assigned from time to time by the Company, and
the  Executive  hereby  accepts such employment and agrees to perform his duties
and  responsibilities  hereunder  in  accordance  with  the terms and conditions
hereinafter  set  forth.

3.     Duties  and  Responsibilities.
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(a)     Duties.  Executive shall perform such duties as are usually performed by
a  Chief  Operating  Officer, Senior Vice President with such duties as assigned
from  time to time by the Company of a business similar in size and scope as the
Company  and  such  other reasonable additional duties as may be prescribed from
time-to-time  by  the Company's Chief Executive Officer which are reasonable and
consistent  with  the  Company's  operations,  taking  into  account Executive's
expertise  and job responsibilities.  This agreement shall survive any job title
or  responsibility  change.  All  actions  of  Executive  shall  be  subject and
subordinate  to the review and approval of the Chief Executive Officer and board
of  directors  of the Company.  The Chief Executive Officer of the Company shall
be  the  final  and  exclusive  arbiter  of all policy decisions relative to the
Company's  business  (including  their  subsidiaries).

(b)     Devotion  of  Time.  During the term of this agreement, Executive agrees
to  devote  his  exclusive and full-time service during normal business hours to
the  business  and  affairs of the Company (including their subsidiaries) to the
extent  necessary to discharge the responsibilities assigned to Executive 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 Executive to manage personal investments or companies in
which  personal  investments  are  made  so  long  as  such  activities  do  not
significantly  interfere  with  the  performance of Executive's responsibilities
with  the  Company  and  which  companies are not in direct competition with the
Company.

4.     Compensation  and  Benefits  During  the  Employment  Term.
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(a)     Salary.  Executive  will be compensated by the Company at a monthly base
salary  of  $8,000, from which shall be deducted income tax withholdings, social
security,  and  other  customary  employee  deductions  in  conformity  with the
Company's  payroll  policy  in  effect.


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(b)     Bonus.  Executive  will  receive a one-time sign on bonus of $20,000.00,
such  bonus  will be payable on or before February 2, 2004. Executive shall also
receive  a $5000.00 quarterly performance bonus. Executive will also be eligible
for  an  additional bonus set by the Compensation Committee of up to one half of
Executive's base salary.  Executive acknowledges that the Compensation Committee
will  set the bonus parameters to be achieved in their sole discretion, and that
Executive  has  not been given any guidance as to the criteria to be used by the
Compensation  Committee, nor has the Executive entered into this Agreement based
on  any  representations  as  to  the  criteria  to  be used by the Compensation
Committee.

(c)     Option.  The  Executive  shall  receive an employee option expiring five
years  from the date hereof to purchase 460,000 shares at an exercise price of $
2.00  per share. The vesting schedule shall be 25% upon the one-year anniversary
of  the  execution  of  this  Agreement and 25% each subsequent year thereafter;
provided that no vesting shall occur unless Executive is employed by the Company
on  the respective vesting date; provided further that if the Company terminates
the  Executive  during  the Employment Term for any reason other than for Cause,
for vesting calculation purposes, the options due the Executive at year-end will
be  prorated  in  relation to the date of Executive's employment termination and
such prorated amount will vest immediately at the date of Executive's employment
termination.  For  the avoidance of doubt, if Executive is terminated for Cause,
resigns,  or dies, Executive will not be entitled to any prorated vesting as set
forth in the previous sentence.  In addition, if Executive is terminated for any
reason,  resigns,  or  dies this option shall expire on the earlier of: (i) four
years  from the date hereof, or (ii) two years from the date of the termination,
resignation,  or  death.  The  option shall be evidenced by an option agreement,
shall  expire  in five years, and shall be subject to the terms of the Company's
2003 Stock Option Plan and such option agreement.  The term of the option is not
intended  to  extend  or  otherwise  modify  the  Employment  Term.

(d)     Executive  Allowance.  The  Executive  will  receive a $1,000.00 expense
allowance  per  month  for  home  office  and  car.

5.     Change  of  Control
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     In  the  case  of a change of control of the Company, all unvested options,
those  described  in  paragraph  4(c) and any others granted since the effective
date of this Agreement, shall be accelerated and will vest immediately.

6.     Termination
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(a)     Executive's  employment  under the Agreement may be terminated under any
of  the  following  circumstances:

     (i)     Immediately  by  the  Company,  upon  the  death  of  Executive.

     (ii)     By  the  Executive  at  any  time,  upon  14  days written notice.

     (iii)     Immediately,  upon  written notice by the Company for Cause which
for  purposes  of  the Agreement shall be defined as (i) Executive's willful and
persistent  inattention  to  his  reasonable  duties  which  amounts  to  gross
negligence  or  willful  dishonesty towards, fraud upon, or deliberate injury or
attempted injury to, the Company, (ii) Executive's willful breach of any term or
provision  of  the  Agreement  which  breach  shall  have remained substantially
uncorrected  for 15 days with an opportunity to cure following written notice to
the Executive; or (iii) the commission by Executive of any act or any failure by
Executive  to  act involving criminal conduct or moral turpitude, whether or not
directly relating to the business and affairs of the Company.


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(b)     Effects  of  Termination.  In the event that the Agreement is terminated
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pursuant  to  Section  6(a)  or  upon  expiration  of the term of the Agreement,
neither  the  Executive  nor  the  Company  shall  have  any further obligations
hereunder except for (a) obligations occurring prior to the date of termination,
and  (b) obligations, promises or covenants contained herein which are expressly
made  to  extend  beyond  the  term  of  the  Agreement.

(c)     Improper  Termination.  In  the  event of the Executive's termination by
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the  Company  for any reason other than for Cause or the death of the Executive,
Executive  shall  continue  to be paid, as severance pay, an amount equal to his
salary  at  the  time  of  termination  until the earlier of: (i) the end of the
Employment  Term,  or  (ii)  180 calendar days from the date of the termination.

7.     Revealing  of Trade Secrets, etc.  Executive acknowledges the interest of
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the  Company  in  maintaining  the confidentiality of information related to its
business  and  shall  not  at any time during the Employment 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  through  no  fault  of  Executive,  or  (c)  information  required to be
disclosed  by  law.

8.     Non-Competition  Agreement.  As  part  of  the  consideration  for  the
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compensation and benefits to be paid and extended to Executive hereunder, and as
an  additional  incentive  for  the  Company  to  enter  into  this  employment
relationship,  Executive  agrees  to  the  non-competition  provisions  of  this
section.

(a)     Executive  hereby agrees that for a period commencing on the date hereof
and ending 6 months following the termination of Executive's employment with the
Company  for  whatever reason, he will not, directly or indirectly, as employee,
agent,  consultant, stockholder, director, co-partner or in any other individual
or  representative capacity, own, operate, manage, control, engage in, invest in
or  participate  in  any  manner  in,  act as a consultant or advisor to, render
services  for, or otherwise assist any person or entity (other than the Company)
that  engages  in or owns, invests in, operates, manages or controls any venture
or  enterprise  that engages or proposes to engage in the business of structured
wiring  and  home  automation  within  Harris  County  (the  "Territory").

(b)     Restrictions  on  Future  Employment.  Executive  understands  that  the
foregoing  restrictions may limit his ability to engage in certain businesses in
the  Territory  during  the  period  provided  for  above, but acknowledges that
Executive  will receive sufficiently high remuneration and other benefits (e.g.,
high  remuneration  during  the  term  of  the  Agreement  and access to certain
confidential and proprietary information and trade secrets) under this Agreement
to  justify  such  restriction.  Executive acknowledges that money damages would
not  be  sufficient  remedy  for  any  breach  of this section by Executive, and
Company  or  any  of its subsidiaries or affiliates shall be entitled to enforce
the  provisions  of  this  section  by  terminating  any  payments then owing to
Executive  under  this  Agreement  and/or to specific performance and injunctive
relief  as  remedies  for  such  breach  or  any  threatened breach, without any
requirement  for  the  securing  or  posting of any bond in connection with such
remedies.  Such remedies shall not be deemed the exclusive remedies for a breach
of this section, but shall be in addition to all remedies available at law or in
equity  to  Company or any of its subsidiaries or affiliates, including, without
limitation,  the  recovery  of damages from Executive and his agents involved in
such  breach.

(c)     Acknowledgement  by  Parties.  It  is  expressly  understood  that  the
restrictions  contained  in  this  section  are  related  to and result from the
agreements  of  the  Company and Executive in this section and it is agreed that
the Company and Executive consider the restrictions contained in this section to
be  reasonable


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and  necessary to protect the confidential and proprietary information and trade
secrets of the Company and its subsidiaries and affiliates.

9.     Survival.  In  the  event  that  this Agreement shall be terminated, then
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notwithstanding  such  termination,  the  obligations  of  Executive pursuant to
Section 7 and 8 of this Agreement shall survive such termination.

10.     Contents  of  Agreement,  Parties  in  Interest,  Assignment, etc.  This
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Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof.  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 Executive hereunder which are of
a  personal nature shall neither be assigned nor transferred in whole or in part
by  Executive.  This  Agreement  shall  not  be  amended  except  by  a  written
instrument  duly  executed  by  the  parties.

11.     Severability;  Construction.  If any term or provision of this Agreement
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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.  The parties have participated
jointly  in  the  negotiation  and  drafting of this Agreement.  In the event an
ambiguity  or  question of intent or interpretation arises, this Agreement shall
be  construed  as if drafted jointly by the parties and no presumption or burden
of  proof  shall  arise  favoring  or  disfavoring  any  party  by virtue of the
authorship  of  any  of  the  provisions  of  this  Agreement.

12.     Notices.  Any notice, request, instruction or other document to be given
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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;  or  one (1) day after dispatch by overnight courier service; in each
case,  to  the  party  to  whom  the  same  is  so  given  or  made:

     IF TO THE COMPANY ADDRESSED TO:

     eLinear, Inc.
     7240 Brittmoore Road, #118
     Houston, Texas 77041
     Attn: Chief Executive Officer

     IF TO EXECUTIVE ADDRESSED TO:

     Ramzi  Nassar
     3225 Maroneal
     Houston, TX 77025

or  to  such  other address as the one party shall specify to the other party in
writing.

13.     Counterparts  and  Headings.  This  Agreement  may be executed in one or
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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.


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14.     Governing Law; Venue.  This Agreement shall be construed and enforced in
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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.

15.     Waiver.      The  failure  of  either  party to enforce any provision of
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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.


RAMZI  MILAD  NASSAR                    ELINEAR,  INC.



___________________________             ________________________________________
                                        Kevan Casey, Chief Executive Officer




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