EXHIBIT C


                                  EXHIBIT 10.14

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
                                                                      ----------
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
---
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS  AS  EVIDENCED  BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY  ACCEPTABLE  TO  THE  COMPANY  TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL  BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH  A  BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER  LOAN  WITH  A  FINANCIAL  INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED  IN  RULE  501(a)  UNDER  THE  SECURITIES  ACT.

                     SERIES A COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                  ELINEAR, INC.

          THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for
                                                   -------
value  received,  _____________  (the "Holder"), is entitled, upon the terms and
                                       ------
subject to the limitations on exercise and the conditions hereinafter set forth,
at  any  time  on  or  after  the date of issuance of this Warrant (the "Initial
                                                                         -------
Exercise Date") and on or prior to the fifth anniversary of the Initial Exercise
-------------
Date  (the "Termination Date") but not thereafter, to subscribe for and purchase
            ----------------
from  eLinear,  Inc.,  a  corporation incorporated in the State of Delaware (the
"Company"),  up  to  ____________ shares (the "Warrant Shares") of Common Stock,
 -------                                       --------------
par  value  $0.02  per share, of the Company (the "Common Stock").  The purchase
                                                   ------------
price  of  one  share  of Common Stock (the "Exercise Price") under this Warrant
                                             --------------
shall  be  $3.00,  subject  to adjustment hereunder.  The Exercise Price and the
number  of  Warrant Shares for which the Warrant is exercisable shall be subject
to  adjustment  as  provided  herein.  CAPITALIZED  TERMS USED AND NOT OTHERWISE
DEFINED  HEREIN  SHALL  HAVE  THE  MEANINGS SET FORTH IN THAT CERTAIN SECURITIES
PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED JANUARY 30, 2004, AMONG THE
                         ------------------
COMPANY  AND  THE  PURCHASERS  SIGNATORY  THERETO.


                                        1
<PAGE>
          1.     Title to Warrant.  Prior to the Termination Date and subject to
                 ----------------
compliance  with applicable laws and Section 7 of this Warrant, this Warrant and
all  rights  hereunder  are  transferable, in whole or in part, at the office or
agency  of  the  Company by the Holder in person or by duly authorized attorney,
upon  surrender of this Warrant together with the Assignment Form annexed hereto
properly  endorsed.  The  transferee shall sign an investment letter in form and
substance  reasonably  satisfactory  to  the  Company.

          2.     Authorization  of  Shares.  The  Company  covenants  that  all
                 -------------------------
Warrant  Shares  which  may  be  issued upon the exercise of the purchase rights
represented  by  this  Warrant  will,  upon  exercise  of  the  purchase  rights
represented  by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with  such  issue).

          3.     Exercise  of  Warrant.
                 ---------------------

               (a)     Exercise  of  the  purchase  rights  represented  by this
     Warrant  may  be made at any time or times on or after the Initial Exercise
     Date  and on or before the Termination Date by delivery to the Company of a
     duly  executed facsimile copy of the Notice of Exercise Form annexed hereto
     (or  such  other  office  or  agency  of the Company as it may designate by
     notice  in  writing  to the registered Holder at the address of such Holder
     appearing on the books of the Company); provided, however, within 5 Trading
                                             --------  -------
     Days  of  the date said Notice of Exercise is delivered to the Company, the
     Holder  shall  have surrendered this Warrant to the Company and the Company
     shall  have  received payment of the aggregate Exercise Price of the shares
     thereby  purchased  by  wire  transfer or cashier's check drawn on a United
     States bank. Certificates for shares purchased hereunder shall be delivered
     to the Holder within 5 Trading Days from the delivery to the Company of the
     Notice  of  Exercise  Form,  surrender  of  this Warrant and payment of the
     aggregate  Exercise  Price  as  set  forth  above  ("Warrant Share Delivery
                                                          ----------------------
     Date"). This Warrant shall be deemed to have been exercised on the later of
     ----
     the  date  the  Notice of Exercise is delivered to the Company by facsimile
     copy  and  the  date  the  Exercise  Price  is received by the Company. The
     Warrant Shares shall be deemed to have been issued, and Holder or any other
     person  so  designated to be named therein shall be deemed to have become a
     holder  of  record  of  such  shares  for  all purposes, as of the date the
     Warrant  has been exercised by payment to the Company of the Exercise Price
     and  all  taxes  required  to  be  paid  by the Holder, if any, pursuant to
     Section  5  prior  to  the  issuance of such shares, have been paid. If the
     Company  fails  to  deliver  to  the  Holder  a certificate or certificates
     representing  the Warrant Shares pursuant to this Section 3(a) by the fifth
     Trading Day following the Warrant Share Delivery Date, then the Holder will
     have  the  right  to rescind such exercise. In addition to any other rights
     available  to  the  Holder, if the Company fails to deliver to the Holder a
     certificate  or certificates representing the Warrant Shares pursuant to an
     exercise  by  the  fifth Trading Day after the Warrant Share Delivery Date,
     and  if after such day the Holder is required by its broker to purchase (in
     an  open market transaction or otherwise) shares of Common Stock to deliver
     in  satisfaction  of  a  sale by the Holder of the Warrant Shares which the
     Holder  anticipated  receiving  upon  such  exercise (a "Buy-In"), then the
                                                              ------
     Company  shall  (1)  pay  in cash to the Holder the amount by which (x) the
     Holder's  total  purchase  price  (including brokerage commissions, if any)


                                        2
<PAGE>
     for the shares of Common Stock so purchased exceeds (y) the amount obtained
     by  multiplying  (A)  the  number  of  Warrant  Shares that the Company was
     required  to deliver to the Holder in connection with the exercise at issue
     times  (B)  the  price at which the sell order giving rise to such purchase
     obligation  was  executed,  and  (2)  at  the  option of the Holder, either
     reinstate  the  portion  of  the  Warrant  and equivalent number of Warrant
     Shares for which such exercise was not honored or deliver to the Holder the
     number  of  shares  of  Common  Stock  that  would have been issued had the
     Company  timely  complied  with  its  exercise  and  delivery  obligations
     hereunder. For example, if the Holder purchases Common Stock having a total
     purchase  price  of  $11,000 to cover a Buy-In with respect to an attempted
     exercise of shares of Common Stock with an aggregate sale price giving rise
     to such purchase obligation of $10,000, under clause (1) of the immediately
     preceding  sentence the Company shall be required to pay the Holder $1,000.
     The  Holder shall provide the Company written notice indicating the amounts
     payable  to  the  Holder in respect of the Buy-In, together with applicable
     confirmations  and  other  evidence  reasonably  requested  by the Company.
     Nothing  herein  shall  limit a Holder's right to pursue any other remedies
     available  to  it  hereunder,  at  law  or  in  equity  including,  without
     limitation,  a decree of specific performance and/or injunctive relief with
     respect  to  the  Company's  failure  to  timely  deliver  certificates
     representing  shares  of  Common  Stock  upon  exercise  of  the Warrant as
     required  pursuant  to  the  terms  hereof.

               (b)     If  this  Warrant  shall have been exercised in part, the
     Company  shall,  at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights  of  Holder to purchase the unpurchased Warrant Shares called for by
     this  Warrant,  which  new Warrant shall in all other respects be identical
     with  this  Warrant.

               (c)     The  Holder  shall  not  have  the  right to exercise any
     portion  of  this  Warrant,  pursuant  to Section 3(a) or otherwise, to the
     extent that after giving effect to such issuance after exercise, the Holder
     (together  with  the  Holder's  affiliates), as set forth on the applicable
     Notice of Exercise, would beneficially own in excess of 4.99% of the number
     of  shares  of the Common Stock outstanding immediately after giving effect
     to  such  issuance.  For  purposes of the foregoing sentence, the number of
     shares  of Common Stock beneficially owned by the Holder and its affiliates
     shall  include  the number of shares of Common Stock issuable upon exercise
     of this Warrant with respect to which the determination of such sentence is
     being  made,  but  shall exclude the number of shares of Common Stock which
     would  be issuable upon (A) exercise of the remaining, nonexercised portion
     of  this  Warrant beneficially owned by the Holder or any of its affiliates
     and  (B)  exercise or conversion of the unexercised or nonconverted portion
     of  any other securities of the Company (including, without limitation, any
     other Warrants) subject to a limitation on conversion or exercise analogous
     to  the limitation contained herein beneficially owned by the Holder or any
     of  its  affiliates.  Except  as  set  forth in the preceding sentence, for
     purposes  of this Section 3(c), beneficial ownership shall be calculated in
     accordance  with Section 13(d) of the Exchange Act, it being acknowledge by
     Holder that the Company is not representing to Holder that such calculation
     is  in  compliance  with  Section  13(d)  of the Exchange Act and Holder is
     solely  responsible  for  any  schedules required to be filed in accordance
     therewith. To the extent that the limitation contained in this Section 3(c)
     applies,  the  determination  of  whether  this


                                        3
<PAGE>
     Warrant  is  exercisable  (in  relation  to  other  securities owned by the
     Holder)  and  of which a portion of this Warrant is exercisable shall be in
     the  sole  discretion  of  such  Holder,  and the submission of a Notice of
     Exercise  shall be deemed to be such Holder's determination of whether this
     Warrant  is  exercisable  (in  relation  to  other securities owned by such
     Holder)  and  of which portion of this Warrant is exercisable, in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no  obligation to verify or confirm the accuracy of such determination. For
     purposes  of  this  Section  3(c), in determining the number of outstanding
     shares  of  Common  Stock, the Holder may rely on the number of outstanding
     shares  of  Common Stock as reflected in (x) the Company's most recent Form
     10-Q  or  Form  10-K,  as  the  case  may  be,  (y)  a  more  recent public
     announcement  by  the Company or (z) any other notice by the Company or the
     Company's Transfer Agent setting forth the number of shares of Common Stock
     outstanding.  Upon  the  written or oral request of the Holder, the Company
     shall  within  two Trading Days confirm orally and in writing to the Holder
     the  number  of  shares  of Common Stock then outstanding. In any case, the
     number  of  outstanding  shares  of  Common Stock shall be determined after
     giving  effect  to the conversion or exercise of securities of the Company,
     including  this  Warrant, by the Holder or its affiliates since the date as
     of  which  such  number of outstanding shares of Common Stock was reported.
     The  provisions  of  this Section 3(c) may be waived by the Holder upon, at
     the  election  of  the  Holder,  not less than 61 days' prior notice to the
     Company,  and  the  provisions of this Section 3(c) shall continue to apply
     until  such  61st  day (or such later date, as determined by the Holder, as
     may  be  specified  in  such  notice  of  waiver).

               (d)  If  at  any time after one year from the date of issuance of
     this  Warrant  there is no effective Registration Statement registering the
     resale  of  the  Warrant  Shares  by  the  Holder, this Warrant may also be
     exercised  at  such  time  by  means  of a "cashless exercise" in which the
     Holder shall be entitled to receive a certificate for the number of Warrant
     Shares  equal  to  the  quotient  obtained  by dividing [(A-B) (X)] by (A),
     where:

          (A)= the  Closing  Price  on the Trading Day immediately preceding the
               date  of  such  election;

          (B)= the  Exercise  Price  of  this  Warrant,  as  adjusted;  and

          (X)= the  number  of  Warrant  Shares  issuable  upon exercise of this
               Warrant  in accordance with the terms of this Warrant by means of
               a  cash  exercise  rather  than  a  cashless  exercise.

          4.     No  Fractional  Shares or Scrip.  No fractional shares or scrip
                 -------------------------------
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to  purchase  upon  such  exercise,  the  Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the  Exercise  Price.

          5.     Charges,  Taxes  and  Expenses.  Issuance  of  certificates for
                 ------------------------------
Warrant  Shares  shall  be  made  without  charge to the Holder for any issue or
transfer  tax  or  other  incidental  expense in respect of the issuance of such
certificate,  all  of  which  taxes  and  expenses  shall  be


                                        4
<PAGE>
paid  by  the  Company, and such certificates shall be issued in the name of the
Holder  or  in  such  name  or names as may be directed by the Holder; provided,
                                                                       --------
however, that in the event certificates for Warrant Shares are to be issued in a
-------
name  other  than  the  name  of  the  Holder, this Warrant when surrendered for
exercise  shall  be  accompanied  by  the  Assignment  Form attached hereto duly
executed by the Holder; and the Company may require, as a condition thereto, the
payment  of  a  sum  sufficient  to reimburse it for any transfer tax incidental
thereto.

          6.     Closing  of  Books.  The Company will not close its stockholder
                 ------------------
books  or  records  in  any  manner  which  prevents the timely exercise of this
Warrant,  pursuant  to  the  terms  hereof.

          7.     Transfer,  Division  and  Combination.
                 -------------------------------------

               (a)     Subject to compliance with any applicable securities laws
     and  the  conditions  set  forth  in  Sections 1 and 7(e) hereof and to the
     provisions  of  Section 4.1 of the Purchase Agreement, this Warrant and all
     rights  hereunder  are transferable, in whole or in part, upon surrender of
     this  Warrant  at  the  principal  office  of  the Company, together with a
     written  assignment  of  this  Warrant  substantially  in the form attached
     hereto  duly  executed  by  the  Holder  or its agent or attorney and funds
     sufficient  to  pay  any  transfer  taxes  payable  upon the making of such
     transfer.  Upon  such surrender and, if required, such payment, the Company
     shall  execute  and  deliver  a  new Warrant or Warrants in the name of the
     assignee or assignees and in the denomination or denominations specified in
     such  instrument  of  assignment,  and  shall  issue  to the assignor a new
     Warrant  evidencing  the  portion of this Warrant not so assigned, and this
     Warrant  shall  promptly be cancelled. A Warrant, if properly assigned, may
     be  exercised  by  a  new holder for the purchase of Warrant Shares without
     having  a  new  Warrant  issued.

               (b)     This  Warrant  may  be  divided  or  combined  with other
     Warrants  upon  presentation hereof at the aforesaid office of the Company,
     together  with  a  written notice specifying the names and denominations in
     which  new  Warrants are to be issued, signed by the Holder or its agent or
     attorney. Subject to compliance with Section 7(a), as to any transfer which
     may  be involved in such division or combination, the Company shall execute
     and  deliver  a  new  Warrant  or  Warrants  in exchange for the Warrant or
     Warrants  to  be  divided  or  combined  in  accordance  with  such notice.

               (c)     The  Company  shall prepare, issue and deliver at its own
     expense  (other than transfer taxes) the new Warrant or Warrants under this
     Section  7.

               (d)     The  Company agrees to maintain, at its aforesaid office,
     books  for  the  registration  and  the  registration  of  transfer  of the
     Warrants.

               (e)     If,  at  the  time  of  the  surrender of this Warrant in
     connection  with any transfer of this Warrant, the transfer of this Warrant
     shall  not  be  registered  pursuant  to an effectiveregistration statement
     under  the Securities Act and under applicable state securities or blue sky
     laws, the Company may require, as a condition of allowing such transfer (i)
     that  the Holder or transferee of this Warrant, as the case may be, furnish
     to  the  Company  a  written  opinion of counsel (which opinion shall be in
     form,  substance  and


                                        5
<PAGE>
     scope  customary  for  opinions  of  counsel in comparable transactions and
     reasonably  acceptable to the Company) to the effect that such transfer may
     be  made without registration under the Securities Act and under applicable
     state  securities  or  blue  sky  laws,  (ii) that the holder or transferee
     execute  and  deliver  to  the  Company  an  investment  letter in form and
     substance  acceptable  to  the  Company and (iii) that the transferee be an
     "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),
     or (a)(8) promulgated under the Securities Act or a qualified institutional
     buyer  as  defined  in  Rule  144A(a)  under  the  Securities  Act.

          8.     No Rights as Shareholder until Exercise.  This Warrant does not
                 ---------------------------------------
entitle  the Holder to any voting rights or other rights as a shareholder of the
Company  prior  to  the exercise hereof.  Upon the surrender of this Warrant and
the  payment  of  the  aggregate  Exercise  Price  (or  by  means  of a cashless
exercise),  the  Warrant Shares so purchased shall be and be deemed to be issued
to such Holder as the record owner of such shares as of the close of business on
the  later  of  the  date  of  such  surrender  or  payment.

          9.     Loss, Theft, Destruction or Mutilation of Warrant.  The Company
                 -------------------------------------------------
covenants  that  upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to  the  Warrant  Shares,  and  in case of loss, theft or
destruction,  of  indemnity or security reasonably satisfactory to it (which, in
the  case  of  the Warrant, shall not include the posting of any bond), and upon
surrender  and  cancellation of such Warrant or stock certificate, if mutilated,
the  Company  will  make  and deliver a new Warrant or stock certificate of like
tenor  and  dated  as  of  such  cancellation,  in lieu of such Warrant or stock
certificate.

          10.     Saturdays,  Sundays,  Holidays, etc.  If the last or appointed
                  -----------------------------------
day  for  the  taking  of  any action or the expiration of any right required or
granted  herein shall be a Saturday, Sunday or a legal holiday, then such action
may  be  taken  or  such right may be exercised on the next succeeding day not a
Saturday,  Sunday  or  legal  holiday.

          11.     Adjustments  of  Exercise  Price and Number of Warrant Shares.
                  --------------------------------------------------------------

          (a)     Stock  Splits,  etc.  The  number  and  kind  of  securities
                  -------------------
     purchasable  upon the exercise of this Warrant and the Exercise Price shall
     be subject to adjustment from time to time upon the happening of any of the
     following. In case the Company shall (i) pay a dividend in shares of Common
     Stock  or  make  a distribution in shares of Common Stock to holders of its
     outstanding  Common  Stock, (ii) subdivide its outstanding shares of Common
     Stock into a greater number of shares, (iii) combine its outstanding shares
     of  Common  Stock  into a smaller number of shares of Common Stock, or (iv)
     issue  any  shares of its capital stock in a reclassification of the Common
     Stock,  then the number of Warrant Shares purchasable upon exercise of this
     Warrant  immediately  prior  thereto  shall  be adjusted so that the Holder
     shall be entitled to receive the kind and number of Warrant Shares or other
     securities  of  the Company which it would have owned or have been entitled
     to  receive  had  such Warrant been exercised in advance thereof. Upon each
     such  adjustment  of  the  kind  and  number  of  Warrant  Shares  or other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter  be  entitled  to purchase the number of Warrant Shares or other
     securities  that  are  purchasable  pursuant  hereto


                                        6
<PAGE>
     immediately after such adjustment at an Exercise Price per Warrant Share or
     other  security  obtained  by  multiplying  the  Exercise  Price  in effect
     immediately  prior  to  such  adjustment  by  the  number of Warrant Shares
     purchasable  pursuant  hereto  immediately  prior  to  such  adjustment and
     dividing by the number of Warrant Shares or other securities of the Company
     resulting  from  such  adjustment.  An  adjustment  made  pursuant  to this
     paragraph  shall  become  effective immediately after the effective date of
     such  event  retroactive  to  the  record  date,  if  any,  for such event.

          (b)     Anti-Dilution  Provisions.   During  the  Exercise Period, the
                  -------------------------
     Exercise Price shall be subject to adjustment from time to time as provided
     in  this  Section  11(b).  In the event that any adjustment of the Exercise
     Price  as  required  herein  results in a fraction of a cent, such Exercise
     Price  shall  be  rounded  up  or  down  to  the  nearest  cent.

               (i)  Adjustment  of  Exercise Price.  If and whenever the Company
                    ------------------------------
          issues  or  sells,  or  in accordance with Section 11(b)(ii) hereof is
          deemed  to  have  issued  or  sold,  any shares of Common Stock for an
          effective consideration per share of less than the then Exercise Price
          or  for no consideration (such lower price, the "Base Share Price" and
                                                           ----------------
          such issuances collectively, a "Dilutive Issuance"), then the Exercise
                                          -----------------
          Price  shall  be  reduced  by  multiplying  the  Exercise  Price  by a
          fraction,  the  numerator  of  which is the number of shares of Common
          Stock  issued  and  outstanding  immediately  prior  to  the  Dilutive
          Issuance  plus the number of shares of Common Stock which the offering
          price  for  such Dilutive Issuance would purchase at the then Exercise
          Price,  and the denominator of which shall be the sum of the number of
          shares of Common Stock issued and outstanding immediately prior to the
          Dilutive  Issuance plus the number of shares of Common Stock so issued
          or  issuable in connection with the Dilutive Issuance. Such adjustment
          shall  be  made  whenever  shares  of  Common  Stock  or  Common Stock
          Equivalents  are  issued.

               (ii)     Effect  on  Exercise  Price  of  Certain  Events.  For
                        ------------------------------------------------
          purposes  of  determining  the  adjusted  Exercise Price under Section
          11(b)  hereof,  the  following  will  be  applicable:

                         (A)    Issuance of Rights or Options. If the Company in
                                -----------------------------
               any  manner  issues  or  grants  any warrants, rights or options,
               whether  or  not  immediately exercisable, to subscribe for or to
               purchase Common Stock or Common Stock Equivalents (such warrants,
               rights  and  options  to  purchase  Common  Stock or Common Stock
               Equivalents  are  hereinafter  referred  to as "Options") and the
                                                               -------
               effective price per share for which Common Stock is issuable upon
               the  exercise  of  such  Options  is less than the Exercise Price
               ("Below  Base  Price  Options"), then the maximum total number of
                 ---------------------------
               shares  of  Common  Stock  issuable upon the exercise of all such
               Below  Base  Price Options (assuming full exercise, conversion or
               exchange  of Common Stock Equivalents, if applicable) will, as of
               the  date  of  the  issuance  or  grant  of such Below Base Price
               Options,  be deemed to be outstanding and to have been issued and
               sold  by  the  Company  for  such price per share and the maximum
               consideration  payable  to  the  Company


                                        7
<PAGE>
               upon  such  exercise  (assuming  full  exercise,  conversion  or
               exchange  of  Common  Stock  Equivalents,  if applicable) will be
               deemed  to have been received by the Company. For purposes of the
               preceding  sentence,  the  "effective  price  per share for which
               Common  Stock  is  issuable  upon the exercise of such Below Base
               Price Options" is determined by dividing (i) the total amount, if
               any,  received  or receivable by the Company as consideration for
               the  issuance  or  granting of all such Below Base Price Options,
               plus the minimum aggregate amount of additional consideration, if
               any,  payable  to the Company upon the exercise of all such Below
               Base Price Options, plus, in the case of Common Stock Equivalents
               issuable  upon the exercise of such Below Base Price Options, the
               minimum aggregate amount of additional consideration payable upon
               the  exercise,  conversion  or  exchange thereof at the time such
               Common Stock Equivalents first become exercisable, convertible or
               exchangeable,  by  (ii)  the  maximum  total  number of shares of
               Common  Stock  issuable  upon the exercise of all such Below Base
               Price  Options  (assuming  full  conversion  of  Common  Stock
               Equivalents,  if  applicable).  No  further  adjustment  to  the
               Exercise  Price  will  be  made  upon the actual issuance of such
               Common  Stock  upon the exercise of such Below Base Price Options
               or  upon  the  exercise,  conversion  or exchange of Common Stock
               Equivalents  issuable  upon  exercise  of  such  Below Base Price
               Options.

                         (B)     Issuance  of  Common Stock Equivalents.  If the
                                 --------------------------------------
               Company  in  any  manner  issues  or  sells  any  Common  Stock
               Equivalents,  whether  or not immediately convertible (other than
               where the same are issuable upon the exercise of Options) and the
               effective price per share for which Common Stock is issuable upon
               such  exercise,  conversion or exchange is less than the Exercise
               Price,  then  the  maximum total number of shares of Common Stock
               issuable  upon  the  exercise, conversion or exchange of all such
               Common  Stock Equivalents will, as of the date of the issuance of
               such Common Stock Equivalents, be deemed to be outstanding and to
               have been issued and sold by the Company for such price per share
               and  the  maximum  consideration payable to the Company upon such
               exercise  (assuming  full  exercise,  conversion  or  exchange of
               Common  Stock  Equivalents, if applicable) will be deemed to have
               been  received  by the Company. For the purposes of the preceding
               sentence,  the  "effective price per share for which Common Stock
               is  issuable  upon  such  exercise,  conversion  or  exchange" is
               determined  by dividing (i) the total amount, if any, received or
               receivable  by  the  Company as consideration for the issuance or
               sale  of  all  such  Common  Stock  Equivalents, plus the minimum
               aggregate  amount of additional consideration, if any, payable to
               the  Company upon the exercise, conversion or exchange thereof at
               the  time such Common Stock Equivalents first become exercisable,
               convertible  or exchangeable, by (ii) the maximum total number of
               shares  of Common Stock issuable upon the exercise, conversion or
               exchange  of  all  such  Common  Stock  Equivalents.  No  further
               adjustment  to  the  Exercise  Price


                                        8
<PAGE>
               will  be  made upon the actual issuance of such Common Stock upon
               exercise,  conversion  or  exchange  of  such  Common  Stock
               Equivalents.

                    (C)     Change in Option Price or Conversion Rate.  If there
                            -----------------------------------------
               is  a  change  at  any  time  in  (i)  the  amount  of additional
               consideration  payable  to  the  Company upon the exercise of any
               Options;  (ii)  the  amount  of additional consideration, if any,
               payable  to the Company upon the exercise, conversion or exchange
               of  any  Common Stock Equivalents; or (iii) the rate at which any
               Common Stock Equivalents are convertible into or exchangeable for
               Common Stock (in each such case, other than under or by reason of
               provisions  designed  to  protect against dilution), the Exercise
               Price  in effect at the time of such change will be readjusted to
               the  Exercise  Price which would have been in effect at such time
               had  such  Options  or Common Stock Equivalents still outstanding
               provided  for  such  changed  additional consideration or changed
               conversion  rate,  as  the  case  may  be,  at the time initially
               granted,  issued  or  sold.

                    (D)     Calculation  of  Consideration  Received.  If  any
                            ----------------------------------------
               Common  Stock,  Options  or  Common Stock Equivalents are issued,
               granted or sold for cash, the consideration received therefor for
               purposes  of  this  Warrant  will  be  the amount received by the
               Company  therefor,  before  deduction  of reasonable commissions,
               underwriting discounts or allowances or other reasonable expenses
               paid or incurred by the Company in connection with such issuance,
               grant  or sale. In case any Common Stock, Options or Common Stock
               Equivalents are issued or sold for a consideration part or all of
               which  shall  be other than cash, the amount of the consideration
               other  than  cash received by the Company will be the fair market
               value  of  such  consideration,  except  where such consideration
               consists of securities, in which case the amount of consideration
               received  by  the  Company will be the fair market value (closing
               bid  price,  if  traded  on any market) thereof as of the date of
               receipt.  In  case  any  Common  Stock,  Options  or Common Stock
               Equivalents  are  issued  in  connection  with  any  merger  or
               consolidation  in which the Company is the surviving corporation,
               the  amount  of  consideration  therefor will be deemed to be the
               fair  market value of such portion of the net assets and business
               of  the  non-surviving  corporation  as  is  attributable to such
               Common  Stock,  Options  or Common Stock Equivalents, as the case
               may  be.  The  fair  market value of any consideration other than
               cash  or  securities  will  be  determined  in  good  faith by an
               investment  banker  or  other  appropriate  expert  of  national
               reputation  selected  by the Company and reasonably acceptable to
               the  holder  hereof, with the costs of such appraisal to be borne
               by  the  Company.

                    (E)     Exceptions  to  Adjustment  of  Exercise  Price.
                            -----------------------------------------------
               Notwithstanding  the  foregoing, no adjustment will be made under
               this  Section 11(b) in respect of (1) the granting or exercise of
               options  or  the


                                        9
<PAGE>
               issuance  of  Common Stock to employees, consultants, officers or
               directors  of  the Company pursuant to any stock option plan duly
               adopted by a majority of the non-employee members of the Board of
               Directors  of  the  Company  or  a  majority  of the members of a
               committee  of non-employee directors established for such purpose
               or  (2)  upon  the  exercise of or conversion of any Common Stock
               Equivalents  or  Options  issued  and outstanding on the Original
               Issue  Date,  provided  that the securities have not been amended
               since  the  date  of the Purchase Agreement except as a result of
               the  Purchase  Agreement.

               (iii)     Minimum Adjustment of Exercise Price.  No adjustment of
                         ------------------------------------
          the  Exercise  Price shall be made in an amount of less than 1% of the
          Exercise  Price  in  effect  at  the time such adjustment is otherwise
          required  to  be made, but any such lesser adjustment shall be carried
          forward  and  shall  be  made  at  the time and together with the next
          subsequent  adjustment which, together with any adjustments so carried
          forward,  shall  amount  to  not  less than 1% of such Exercise Price.

          12.     Reorganization,  Reclassification,  Merger,  Consolidation  or
                  --------------------------------------------------------------
Disposition  of  Assets.  In  case  the  Company  shall  reorganize its capital,
-----------------------
reclassify  its  capital  stock,  consolidate  or  merge  with  or  into another
corporation  (where  the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or  sell,  transfer  or otherwise dispose of its property, assets or business to
another  corporation  and,  pursuant  to  the  terms  of  such  reorganization,
reclassification,  merger,  consolidation  or  disposition  of assets, shares of
common  stock  of the successor or acquiring corporation, or any cash, shares of
stock  or  other  securities  or  property  of  any nature whatsoever (including
warrants  or other subscription or purchase rights) in addition to or in lieu of
common  stock  of the successor or acquiring corporation ("Other Property"), are
                                                           --------------
to  be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of the
Holder,  (a) upon exercise of this Warrant, the number of shares of Common Stock
of  the  successor  or  acquiring  corporation  or  of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by  a  Holder  of the number of shares of Common Stock for which this Warrant is
exercisable  immediately  prior  to such event or (b) cash equal to the value of
this  Warrant  as determined in accordance with the Black Scholes option pricing
formula.  In  case  of  any  such  reorganization,  reclassification,  merger,
consolidation  or  disposition of assets, the successor or acquiring corporation
(if  other  than  the  Company)  shall  expressly  assume  the  due and punctual
observance  and  performance  of  each  and every covenant and condition of this
Warrant  to be performed and observed by the Company and all the obligations and
liabilities  hereunder,  subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of  the Company) in order to provide for adjustments of Warrant Shares for which
this  Warrant  is exercisable which shall be as nearly equivalent as practicable
to  the  adjustments  provided  for  in  this  Section 12.  For purposes of this
Section  12,  "common  stock  of  the  successor or acquiring corporation" shall
include  stock  of  such  corporation  of any class which is not preferred as to
dividends  or assets over any other class of stock of such corporation and which
is  not  subject  to  redemption


                                       10
<PAGE>
and  shall  also include any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for any such stock, either
immediately  or  upon  the  arrival  of  a  specified date or the happening of a
specified  event  and  any warrants or other rights to subscribe for or purchase
any  such  stock.  The  foregoing  provisions of this Section 12 shall similarly
apply  to successive reorganizations, reclassifications, mergers, consolidations
or  disposition  of  assets.

          13.     Voluntary  Adjustment  by the Company.  The Company may at any
                  -------------------------------------
time  during  the term of this Warrant reduce the then current Exercise Price to
any  amount  and  for  any  period  of  time  deemed appropriate by the Board of
Directors  of  the  Company.

          14.     Notice  of  Adjustment.  Whenever the number of Warrant Shares
                  ----------------------
or  number or kind of securities or other property purchasable upon the exercise
of  this  Warrant  or  the  Exercise  Price is adjusted, as herein provided, the
Company  shall  give  notice thereof to the Holder, which notice shall state the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise  of  this  Warrant  and  the Exercise Price of such Warrant Shares (and
other  securities  or  property)  after  such  adjustment, setting forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation  by  which  such  adjustment  was  made.

          15.     Notice  of  Corporate  Action.  If  at  any  time:
                  -----------------------------

               (a)     the  Company  shall  take  a record of the holders of its
     Common  Stock  for  the  purpose of entitling them to receive a dividend or
     other distribution, or any right to subscribe for or purchase any evidences
     of  its  indebtedness,  any  shares  of  stock  of  any  class or any other
     securities  or  property,  or  to  receive  any  other  right,  or

               (b)     there shall be any capital reorganization of the Company,
     any  reclassification  or  recapitalization  of  the  capital  stock of the
     Company  or  any  consolidation or merger of the Company with, or any sale,
     transfer  or  other  disposition  of all or substantially all the property,
     assets  or  business  of  the  Company  to,  another  corporation  or,

               (c)     there  shall  be  a voluntary or involuntary dissolution,
     liquidation  or  winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  20 days' prior written notice of the date on which a record date shall be
selected  for  such dividend, distribution or right or for determining rights to
vote  in  respect  of  any  such  reorganization,  reclassification,  merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice  of the date when the same shall take place.  Such
notice  in  accordance with the foregoing clause also shall specify (i) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time


                                       11
<PAGE>
is  to  be  fixed,  as of which the holders of Common Stock shall be entitled to
exchange  their Warrant Shares for securities or other property deliverable upon
such  disposition,  dissolution,  liquidation  or  winding up. Each such written
notice shall be sufficiently given if addressed to Holder at the last address of
Holder  appearing  on  the books of the Company and delivered in accordance with
Section  17(d).

          16.     Authorized  Shares.  The  Company  covenants  that  during the
                  ------------------
period  the  Warrant  is  outstanding,  it  will reserve from its authorized and
unissued  Common Stock a sufficient number of shares to provide for the issuance
of  the  Warrant  Shares  upon  the  exercise  of any purchase rights under this
Warrant.  The  Company further covenants that its issuance of this Warrant shall
constitute  full  authority  to  its  officers  who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the  Warrant Shares upon the exercise of the purchase rights under this Warrant.
The  Company  will take all such reasonable action as may be necessary to assure
that  such  Warrant Shares may be issued as provided herein without violation of
any  applicable  law or regulation, or of any requirements of the Trading Market
upon  which  the  Common  Stock  may  be  listed.

          Except  and to the extent as waived or consented to by the Holder, the
Company  shall  not  by  any action, including, without limitation, amending its
certificate  of incorporation or through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  of  this  Warrant, but will at all times in good faith assist in the
carrying  out  of all such terms and in the taking of all such actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant  against  impairment.  Without limiting the generality of the foregoing,
the  Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par  value, (b) take all such action as may be necessary or appropriate in order
that  the  Company  may  validly  and legally issue fully paid and nonassessable
Warrant  Shares  upon  the  exercise  of  this Warrant, and (c) use commercially
reasonable  efforts  to  obtain  all such authorizations, exemptions or consents
from  any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

               Before  taking  any action which would result in an adjustment in
the  number  of  Warrant  Shares for which this Warrant is exercisable or in the
Exercise  Price,  the Company shall obtain all such authorizations or exemptions
thereof,  or  consents  thereto,  as may be necessary from any public regulatory
body  or  bodies  having  jurisdiction  thereof.

          17.     Miscellaneous.
                  -------------

               (a)     Jurisdiction.  All questions concerning the construction,
                       ------------
     validity,  enforcement  and  interpretation  of  this  Warrant  shall  be
     determined  in  accordance  with  the provisions of the Purchase Agreement.

               (b)     Restrictions.  The  Holder  acknowledges that the Warrant
                       ------------
     Shares  acquired upon the exercise of this Warrant, if not registered, will
     have restrictions upon resale imposed by state and federal securities laws.


                                       12
<PAGE>
               (c)     Nonwaiver  and  Expenses.  No  course  of  dealing or any
                       ------------------------
     delay  or  failure  to  exercise  any right hereunder on the part of Holder
     shall  operate  as  a  waiver of such right or otherwise prejudice Holder's
     rights,  powers or remedies, notwithstanding all rights hereunder terminate
     on  the  Termination  Date. If the Company willfully and knowingly fails to
     comply  with  any  provision of this Warrant, which results in any material
     damages  to  the  Holder,  the  Company shall pay to Holder such amounts as
     shall  be  sufficient  to  cover  any costs and expenses including, but not
     limited  to,  reasonable  attorneys'  fees,  including  those  of appellate
     proceedings,  incurred  by  Holder  in  collecting any amounts due pursuant
     hereto  or  in  otherwise  enforcing  any of its rights, powers or remedies
     hereunder.

               (d)     Notices.  Any  notice, request or other document required
                       -------
     or permitted to be given or delivered to the Holder by the Company shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.

               (e)     Limitation  of  Liability.  No  provision  hereof, in the
                       -------------------------
     absence  of  any  affirmative  action by Holder to exercise this Warrant or
     purchase  Warrant  Shares,  and  no  enumeration  herein  of  the rights or
     privileges  of  Holder,  shall give rise to any liability of Holder for the
     purchase  price  of  any  Common  Stock or as a stockholder of the Company,
     whether  such  liability  is asserted by the Company or by creditors of the
     Company.

               (f)     Remedies.  Holder,  in  addition  to  being  entitled  to
                       --------
     exercise  all rights granted by law, including recovery of damages, will be
     entitled  to  specific  performance  of  its rights under this Warrant. The
     Company agrees that monetary damages would not be adequate compensation for
     any  loss  incurred  by  reason of a breach by it of the provisions of this
     Warrant  and  hereby agrees to waive the defense in any action for specific
     performance that a remedy at law would be adequate.

               (g)     Successors and Assigns.  Subject to applicable securities
                       ----------------------
     laws,  this  Warrant  and the rights and obligations evidenced hereby shall
     inure  to  the benefit of and be binding upon the successors of the Company
     and  the successors and permitted assigns of Holder. The provisions of this
     Warrant are intended to be for the benefit of all Holders from time to time
     of  this  Warrant  and shall be enforceable by any such Holder or holder of
     Warrant  Shares.

               (h)     Amendment.  This  Warrant  may  be modified or amended or
                       ---------
     the  provisions  hereof  waived with the written consent of the Company and
     the  Holder.

               (i)     Severability.  Wherever  possible, each provision of this
                       ------------
     Warrant  shall  be  interpreted in such manner as to be effective and valid
     under  applicable  law,  but  if  any  provision  of  this Warrant shall be
     prohibited  by  or  invalid  under  applicable law, such provision shall be
     ineffective  to  the  extent  of  such  prohibition  or invalidity, without
     invalidating  the  remainder of such provisions or the remaining provisions
     of  this  Warrant.

               (j)     Headings.  The  headings used in this Warrant are for the
                       --------
     convenience  of  reference only and shall not, for any purpose, be deemed a
     part  of  this  Warrant.

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


                                       13
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by  its  officer  thereunto  duly  authorized.


Dated: January __, 2004
                                  ELINEAR, INC.



                                  By:  ____________________________________
                                               Name:
                                               Title:




                                       14
<PAGE>
                               NOTICE OF EXERCISE

To:  eLinear,  Inc.

          (1)     The  undersigned  hereby  elects  to purchase ________ Warrant
Shares  of  eLinear, Inc. pursuant to the terms of the attached Warrant (only if
exercised  in full), and tenders herewith payment of the exercise price in full,
together  with  all  applicable  transfer  taxes,  if  any.

          (2)     Payment  shall  take  the  form  of  (check  applicable  box):

               [ ]  in  lawful  money  of  the  United  States;  or

               [ ]  the  cancellation  of  such  number  of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               3(d)  (assuming  such provision is available to the undersigned),
               to  exercise  this  Warrant with respect to the maximum number of
               Warrant  Shares  purchasable  pursuant  to  the cashless exercise
               procedure  set  forth  in  subsection  3(d).

          (3)     Please  issue  a certificate or certificates representing said
Warrant  Shares  in  the  name  of  the  undersigned or in such other name as is
specified  below:

               _______________________________


The Warrant Shares shall be delivered to the following:

               _______________________________

               _______________________________

               _______________________________

          (4)  Accredited Investor.  The undersigned is an "accredited investor"
               -------------------
as  defined  in  Regulation  D  promulgated under the Securities Act of 1933, as
amended.

                                   [PURCHASER]


                                   By:  ______________________________
                                   Name:
                                   Title:

                                   Dated:  ________________________



<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


          FOR  VALUE  RECEIVED,  the  foregoing Warrant and all rights evidenced
thereby are  hereby  assigned  to

_______________________________________________ whose address is

_______________________________________________________________.


_______________________________________________________________

                                          Dated: ______________, _______


               Holder's Signature:   _____________________________

               Holder's Address:     _____________________________

                                     _____________________________


Signature  Guaranteed:  _______________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change  whatsoever, and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should  file  proper  evidence  of  authority  to  assign the foregoing Warrant.



<PAGE>