Exhibit
10.9 FIRST AMENDMENT
TOLOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement is
entered into as of August 23, 2002 (the Amendment), by and between
COMERICA BANK  CALIFORNIA (Bank) and TRIPATH TECHNOLOGY INC. (Borrower). RECITALS Borrower and Bank are parties to that certain Loan and
Security Agreement dated as of July 12, 2002, as amended (collectively, the
Agreement).  The parties desire to
amend the Agreement in accordance with the terms of this Amendment. NOW, THEREFORE, the parties agree as follows: 1.             Subsection
(i) of the definition of Eligible Accounts in Section 1.1 of the Agreement is
hereby amended to read as follows: 
(i)  Accounts with respect to an
account debtor, including Subsidiaries and Affiliates, whose total obligations
to Borrower exceed twenty percent (20%) of all Accounts (the Concentration
Limit), to the extent such obligations exceed the aforementioned percentage
except as approved in writing by the Bank, provided that the Concentration Limit
shall be 50% for Komatsu Semiconductor Corp., Quanta Computer Inc., Solectron
Technology Singapore PTE LTD, World Vantage Tech (Holdings) LTD, and Dynax
Electronics (HK) LTD (such exceptions are reviewable on an ongoing basis);. 2.             The
following defined term in Section 1.1 of the Agreement is hereby amended in its
entirety to read as follows: Eligible Foreign
Accounts means Accounts with respect to which the account debtor does not have
its principal place of business in the United States and that (i) are supported
by one or more letters of credit (A) in an amount and of a tenor, and issued by
a financial institution, acceptable to Bank, and (B) upon which Bank is the
beneficiary, or (ii) are supported by credit insurance acceptable to Bank, or (iii)
are Accounts on which the account debtor is approved in writing by Bank,
including without limitation Komatsu Semiconductor Corp., Quanta Computer Inc.,
and Solectron Technology Singapore PTE LTD (provided that the advance rate on
such accounts shall be 60% unless supported by a letter of credit or credit
insurance as set forth in subsections (i) or (ii) hereof) (such exceptions are
reviewable on an ongoing basis). 3.             The
reference to $1,500,000 in Section 2.1(b)(i) of the Agreement is hereby
amended to read $2,000,000. 4.             Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement.  The
Agreement and the other Loan Documents, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is
ratified and confirmed in all respects. 
Except as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or as an
amendment of, any right, power, or remedy of Bank under the Agreement, as in
effect prior to the date hereof. 
Borrower ratifies and reaffirms the continuing effectiveness of all
promissory notes, guaranties, security agreements, mortgages, deeds of trust,
environmental agreements, and all other instruments, documents and agreements
entered into in connection with the Agreement. 5.             This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.  1 
   6.             Borrower
represents and warrants that the representations and warranties contained in
the Agreement are true and correct as of the date of this Amendment, and that
no Event of Default has occurred and is continuing. IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the first date above written. TRIPATH
  TECHNOLOGY INC.By:Title:COMERICA
  BANK - CALIFORNIABy:Title:  2