**EXHIBIT
      10.22**





**EMPLOYMENT
      AGREEMENT**





This
      Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
      22nd day of December 2005, is by and between eLinear, Inc., a Delaware
      corporation, Houston, Texas (the “Company”), and Michael Lewis (the “Executive”)
      an individual, for employment beginning January 1, 2006 (the “Commencement
      Date”).





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 of employment of the Executive
      under this Employment Agreement shall be for the period commencing on the
      Commencement Date and terminating two (2) 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”).
      Company may, at its sole discretion, extend this contract for additional
      one-year periods.





2.  Employment .
      As of
      the Commencement Date, the Company hereby agrees to employ the Executive as
      Chief Executive Officer and President of
      eLinear, Inc. with such duties as assigned from time to time by the Company’s
      board of directors ,
      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 .





(a)  *Duties* .
      Executive shall perform such duties as are usually performed by a Chief
      Executive Officer and 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 board
      of directors, 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
      board of directors of the Company. The board of directors of the Company shall
      be the final and exclusive arbiter of all policy decisions relative to the
      Company’s business (including its 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 its 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 .





(a)  *Salary.* For
      the
      initial two year period of this agreement, Executive will be
      compensated by the Company at an annual base salary of $150,000, from which
      shall be deducted income tax withholdings, social security, Medicare and other
      customary employee deductions in conformity with the Company’s payroll policy
      then in effect.





(b)  *Bonuses.* Executive shall also be entitled to receive bonuses as per the following
      schedule:





Performance
                Bonusesfor fiscal 2006 based on board of directors and senior management
                approved
                2006 Business Model


Assumption:
      eLinear achieves breakeven or profitability in 2006 with a cumulative net
      operating loss not to exceed $900K by the end of fiscal 2006 (December 31,
      2006). All Performance Bonuses are based on closing of all accounts and
      adjustments subject to eLinear’s audited financial statements. All Performance
      Bonuses are payable in eleven monthly installments beginning the first month
      after the completion of the audit for fiscal 2006..





Incremental
      Bonuses for achieving major milestones in fiscal 2006:





Measurement         Bonus


Achieve
      no greater than $900K net operating loss in 2006   $25,000


Achieve
      breakeven net operating income (loss) in fiscal
      2006  $75,000


Achieve
      $500K net operating income in fiscal 2006   $50,000


Achieve
      greater than $500K net operating income in 2006   5%
      of
      excess











|*(c)* | *Option*.
              The Executive shall receive 200,000 incentive stock options exercisable
              at
              $0.50 per share. Vesting of the options shall follow the vesting schedule
              in accordance with Section (e), 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) ninety days 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 existing Stock
              Option Plans. The term of the option is not intended to extend or
              otherwise modify the Employment Term.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




*(e)*   *Options
      and Vesting Schedule*








75,000   Incentive
      stock options   1/01/06


75,000   Incentive
      stock options   1/01/07


12,500   Incentive
      stock options   1/01/07


12,500   Incentive
      stock options   1/01/08


12,500   Incentive
      stock options   1/01/09


12,500   Incentive
      stock options   1/01/10





5.  Change
      of Control





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. Change of
      control is defined as the sale of over 50.1% of eLinear common stock to a single
      entity, whereby the single entity owns in excess of 50.1% of eLinear common
      stock immediately after the sale of the eLinear common stock.





6.  Termination





(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.





(b)  Effects
      of Termination .
      In the
      event that the Agreement is terminated 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)  Severance
      Pay .
      In the
      event Executive is terminated without Cause on or prior to June 30, 2006,
      Executive will receive $37,500 payable in three equal monthly installments
      of
      $12,500 beginning on the date of termination. In the event Executive is
      terminated after June 30, 2006 and through December 31, 2007 without cause,
      Executive will receive $75,000 payable in six equal monthly installments of
      $12,500 beginning on the date of termination.





For
      fiscal 2008, in the event that the Company chooses not to exercise its option
      to
      extend this agreement the Company must give ninety (90) days written advance
      notice to Executive of its intentions not to renew this agreement or it will
      automatically renew for a one (1) year period through the end of fiscal
      2008.





7.  Revealing
      of Trade Secrets, etc .
      Executive acknowledges the interest of 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 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 one
      (1)
      year 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 technology
      consulting and IT equipment sales 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 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 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
      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 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 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** :




e Linear,
      Inc.


2901
      West
      Sam Houston Parkway North, Ste. E-300


Houston,
      Texas 77043


Attn:
      Chairman of the Board








**If
      to Executive addressed to:**





Michael
      Lewis


15321
      Colwyn Lane


Houston,
      TX. 77040


_________________





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 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.





14.  Governing
      Law; Venue. This
      Agreement shall be construed and enforced in accordance with, the laws of the
      State of Texas, without regard to the conflict of laws provisions thereof.
      Venue
      of any dispute concerning this Agreement shall be exclusively in Harris County,
      Texas.





15.  Waiver .  The
      failure of either party to enforce any provision of this Agreement shall not
      be
      construed as a waiver or limitation of that party’s right to subsequently
      enforce and compel strict compliance with every provision of this
      Agreement.








IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the day and year first above written.














Executive       eLINEAR,
      INC.














_/s/
      Michael Lewis______________     _/s/
      Carl A. Chase_____________


Michael
      Lewis       Carl
      A.
      Chase, Chairman
      of the Board













_/s/
      J. Leonard Ivins ___________


J.
      Leonard Ivins, Chairman
      of the Compensation Committee