EXHIBIT 10.1

                                  ELINEAR, INC.
                              AMENDED AND RESTATED
                             2003 STOCK OPTION PLAN

                                ARTICLE I - PLAN

     1.1     PURPOSE.  This  Plan  is  a  plan  for  key  employees,  officers,
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directors,  and consultants of the Company and its Affiliates and is intended to
advance  the best interests of the Company, its Affiliates, and its stockholders
by  providing  those  persons  who  have  substantial  responsibility  for  the
management  and  growth  of  the  Company  and  its  Affiliates  with additional
incentives  and  an opportunity to obtain or increase their proprietary interest
in  the  Company,  thereby  encouraging  them  to  continue in the employ of the
Company  or  any  of  its  Affiliates.

     1.2     RULE  16B-3  PLAN.  The  Company  is  subject  to  the  reporting
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requirements  of  the  Securities  Exchange  Act  of 1934, as amended (the "1934
Act"),  and  therefore  the  Plan  is  intended  to  comply  with all applicable
conditions  of  Rule  16b-3  (and  all subsequent revisions thereof) promulgated
under  the  1934  Act.  To the extent any provision of the Plan or action by the
Board  of Directors or Committee fails to so comply, it shall be deemed null and
void,  to the extent permitted by law and deemed advisable by the Committee.  In
addition,  the  Board  of  Directors may amend the Plan from time to time, as it
deems  necessary  in  order  to  meet the requirements of any amendments to Rule
16b-3 without the consent of the shareholders of the Company.

     1.3     EFFECTIVE  DATE  OF  PLAN.   The  Plan shall be effective April 16,
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2003  (the "Effective Date"), provided that the Plan shall have been approved by
at  least a majority vote of stockholders voting in person or by proxy at a duly
held  stockholders'  meeting within one year of such date.  No Incentive Option,
Nonqualified  Option,  Stock Appreciation Right, or Restricted Stock Award shall
be granted pursuant to the Plan ten years after the Effective Date.

                            ARTICLE II - DEFINITIONS

     The  words  and  phrases defined in this Article shall have the meaning set
out  in  these definitions throughout this Plan, unless the context in which any
such  word  or  phrase  appears  reasonably  requires  a  broader,  narrower, or
different  meaning.

     2.1     "Affiliate"  means any subsidiary corporation. The term "subsidiary
corporation" means any corporation (other than the Company) in an unbroken chain
of  corporations  beginning  with  the  Company if, at the time of the action or
transaction,  each  of  the  corporations other than the last corporation in the
unbroken  chain  owns  stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.

     2.2     "Award"  means  each  of  the  following  granted  under this Plan:
Incentive  Option,  Nonqualified Option, Stock Appreciation Right, or Restricted
Stock  Award.

     2.3     "Board  of  Directors" means the board of directors of the Company.

     2.4     "Code"  means  the  Internal  Revenue  Code  of  1986,  as amended.

     2.5     "Committee"  means  the  Compensation  Committee  of  the  Board of
Directors  or  such  other committee designated by the Board of Directors or the
entire Board of Directors.  It is intended that the Committee shall be comprised
solely  of  at least two members who are both Non-Employee Directors and Outside
Directors;  provided,  however,  that  until such time as two such Directors are
available to serve in such roles, the failure to meet this requirement shall not
effect  the  validity  of  any  grants  under  this  Plan.


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     2.6     "Company"  means  eLinear,  Inc.,  a  Delaware  corporation.

     2.7     "Consultant" means any person, including an advisor, engaged by the
Company  or  Affiliate  to  render  services  and  who  is  compensated for such
services.

     2.8     "Non-Employee  Director"  means  that term as defined in Rule 16b-3
under  the  1934  Act.

     2.9     "Eligible  Persons"  shall  mean,  with  respect to the Plan, those
persons  who,  at  the  time that an Award is granted, are (i) Employees and all
other  key  personnel,  including  officers  and  directors,  of  the Company or
Affiliate,  or  (ii) Consultants or independent contractors who provide valuable
services to the Company or Affiliate as determined by the Committee.

     2.10     "Employee" means a person employed by the Company or any Affiliate
to  whom  an  Award  is  granted.

     2.11     "Fair  Market  Value"  of  the  Stock as of any date means (a) the
average  of  the  high  and  low  sale  prices  of the Stock on that date on the
principal  securities exchange on which the Stock is listed; or (b) if the Stock
is  not  listed  on  a securities exchange, the average of the high and low sale
prices  of the Stock on that date as reported on the Nasdaq; or (c) if the Stock
is  not listed on the Nasdaq, the average of the high and low bid quotations for
the  Stock  on  that  date  as  reported  by  the  National  Quotation  Bureau
Incorporated;  or  (d)  if none of the foregoing is applicable, an amount at the
election  of the Committee equal to (x), the average between the closing bid and
ask  prices  per share of Stock on the last preceding date on which those prices
were  reported  or (y) that amount as determined by the Committee in good faith.

     2.12     "Incentive Option" means an option to purchase Stock granted under
this  Plan  which  is  designated  as  an  "Incentive  Option" and satisfies the
requirements  of  Section  422  of  the  Code.

     2.13     "Nonqualified  Option"  means  an option to purchase Stock granted
under this Plan other than an Incentive Option.

     2.14     "Option"  means both an Incentive Option and a Nonqualified Option
granted under this Plan to purchase shares of Stock.

     2.15     "Option  Agreement" means the written agreement by and between the
Company and an Eligible Person, which sets out the terms of an Option.

     2.16     "Outside  Director"  shall mean a member of the Board of Directors
serving on the Committee who satisfies Section 162(m) of the Code.

     2.17     "Plan"  means the eLinear, Inc. 2003 Stock Option Plan, as set out
in this document and as it may be amended from time to time.

     2.18     "Plan  Year"  means  the  Company's  fiscal  year.

     2.19     "Restricted  Stock"  means  Stock  awarded  or  purchased  under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
represented  by  the  certificate  representing  the stock and (ii) any stock or
securities  into  which  or  for  which  the  stock  is  thereafter converted or
exchanged.  The  terms and conditions of the Restricted Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.

     2.20     "Restricted  Stock  Agreement"  means  an  agreement  between  the
Company  or any Affiliate and the Eligible Person pursuant to which the Eligible
Person receives a Restricted Stock Award subject to this Plan.

     2.21     "Restricted  Stock  Award"  means  an  Award  of Restricted Stock.


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     2.22     "Restricted  Stock  Purchase  Price"  means the purchase price, if
any,  per  share  of  Restricted Stock subject to an Award.  The Committee shall
determine  the  Restricted Stock Purchase Price.  It may be greater than or less
than  the  Fair  Market  Value  of  the  Stock  on  the date of the Stock Award.

      2.23     "Stock"  means  the  common stock of the Company, $.02 par value,
or,  in  the event that the outstanding shares of common stock are later changed
into or exchanged for a different class of stock or securities of the Company or
another  corporation,  that  other  stock  or  security.

     2.24     "Stock  Appreciation  Right"  and "SAR" means the right to receive
the  difference  between  the Fair Market Value of a share of Stock on the grant
date and the Fair Market Value of the share of Stock on the exercise date.

     2.25     "10%  Stockholder" means an individual who, at the time the Option
is  granted,  owns  Stock  possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Affiliate.  An individual
shall be considered as owning the Stock owned, directly or indirectly, by or for
his  brothers  and  sisters  (whether  by  the  whole  or  half  blood), spouse,
ancestors,  and  lineal descendants; and Stock owned, directly or indirectly, by
or  for  a  corporation,  partnership,  estate, or trust, shall be considered as
being  owned  proportionately  by  or  for  its  stockholders,  partners,  or
beneficiaries.

                            ARTICLE III - ELIGIBILITY

     The  individuals  who  shall  be  eligible to receive Awards shall be those
Eligible  Persons of the Company or any of its Affiliates as the Committee shall
determine  from time to time.  The Board of Directors of Directors may designate
one  or  more  individuals  who shall not be eligible to receive any Award under
this  Plan  or  under  other  similar  plans  of  the  Company.

               ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS

     4.1     AUTHORITY  TO  GRANT  AWARDS.   The  Committee  may  grant to those
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Eligible  Persons of the Company or any of its Affiliates, as it shall from time
to  time  determine,  Awards  under  the terms and conditions of this Plan.  The
Committee  shall determine subject only to any applicable limitations set out in
this  Plan,  the  number  of  shares  of  Stock to be covered by any Award to be
granted  to  an  Eligible  Person.

     4.2     DEDICATED  SHARES.   The  total  number  of  shares  of  Stock with
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respect to which Awards may be granted under the Plan shall be 2,000,000 shares.
The shares may be treasury shares or authorized but unissued shares.  The number
of  shares  stated  in  this  Section  4.2  shall  be  subject  to adjustment in
accordance  with  the  provisions  of  Section  4.5.  In  the  event  that  any
outstanding  Award  shall  expire  or  terminate  for any reason or any Award is
surrendered,  the  shares  of Stock allocable to the unexercised portion of that
Award  may  again  be  subject  to  an  Award  under  the  Plan.

     4.3     NON-TRANSFERABILITY.  Awards  shall  not  be  transferable  by  the
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Eligible  Person  otherwise  than  by  will  or  under  the  laws of descent and
distribution,  and  shall be exercisable, during the Eligible Person's lifetime,
only  by him.  Restricted Stock shall be purchased by and/or become vested under
a Restricted Stock Agreement during the Eligible Person's lifetime, only by him.
Any  attempt to transfer an Award other than under the terms of the Plan and the
Agreement  shall  terminate  the  Award and all rights of the Eligible Person to
that  Award.

     4.4     REQUIREMENTS  OF LAW.  The Company shall not be required to sell or
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issue any Stock under any Award if issuing that Stock would constitute or result
in  a  violation  by  the Eligible Person or the Company of any provision of any
law,  statute,  or  regulation  of  any governmental authority. Specifically, in
connection  with  any  applicable  statute  or  regulation  relating  to  the
registration  of  securities,  upon  exercise  of  any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has  received  evidence satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law,  including  receipt of an opinion of counsel satisfactory to the Company to
the  effect  that  any


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proposed  transfer  complies  with  applicable  law.  The  determination  by the
Committee  on  this  matter shall be final, binding, and conclusive. The Company
may,  but  shall in no event be obligated to, register any Stock covered by this
Plan  pursuant  to  applicable  securities  laws of any country or any political
subdivision.  In  the  event  the  Stock  issuable  on  exercise of an Option or
pursuant  to  an  Award  is  not  registered,  the  Company  may  imprint on the
certificate  evidencing  the  Stock  any  legend  that  counsel  for the Company
considers  necessary  or  advisable  to  comply with applicable law. The Company
shall  not  be  obligated to take any other affirmative action in order to cause
the  exercise  of an Option or vesting under an Award, or the issuance of shares
pursuant  thereto,  to  comply  with  any  law or regulation of any governmental
authority.

     4.5     CHANGES  IN  THE  COMPANY'S  CAPITAL  STRUCTURE.
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     (a)     The  existence of outstanding Options or Awards shall not affect in
any  way  the  right  or  power  of  the  Company or its stockholders to make or
authorize  any  or  all adjustments, recapitalizations, reorganizations or other
changes  in  the  Company's  capital structure or its business, or any merger or
consolidation  of  the  Company, or any issue of bonds, debentures, preferred or
prior  preference  stock  ahead  of or affecting the Stock or its rights, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part  of  its  assets  or  business,  or  any other corporate act or proceeding,
whether  of  a  similar  character  or otherwise.  If the Company shall effect a
subdivision  or  consolidation  of  shares  or  other  capital readjustment, the
payment  of  a  Stock  dividend, or other increase or reduction of the number of
shares of the Stock outstanding, without receiving compensation for it in money,
services  or property, then (a) the number, class, and per share price of shares
of  Stock  subject to outstanding Options under this Plan shall be appropriately
adjusted  in  such  a  manner  as  to entitle an Eligible Person to receive upon
exercise of an Option, for the same aggregate cash consideration, the equivalent
total  number  and  class  of shares he would have received had he exercised his
Option  in full immediately prior to the event requiring the adjustment; and (b)
the  number  and  class  of shares of Stock then reserved to be issued under the
Plan  shall be adjusted by substituting for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been  received  by  the  owner  of an equal number of outstanding shares of each
class of Stock as the result of the event requiring the adjustment.

     (b)     If  the  Company is merged or consolidated with another corporation
and  the  Company  is  not  the  surviving  corporation,  or  if  the Company is
liquidated  or sells or otherwise disposes of substantially all its assets while
unexercised  Options  remain  outstanding under this Plan (each of the foregoing
referred  to  as  a  "Corporate  Transaction"):

     (i)     Subject  to  the  provisions  of clause (ii) below, in the event of
such  a  Corporate  Transaction,  any  unexercised  Options  shall automatically
accelerate so that they shall, immediately prior to the specified effective date
for  the  Corporate  Transaction  become  100% vested and exercisable; provided,
however,  that any unexercised Options shall not accelerate, as described above,
if  and  to  the  extent  such  Option  is,  in  connection  with  the Corporate
Transaction, either to be assumed by the successor corporation or parent thereof
(the  "Successor Corporation") or to be replaced with a comparable award for the
purchase  of  shares of the capital stock of the Successor Corporation.  Whether
or  not any unexercised Option is assumed or replaced shall be determined by the
Company  and  the  Successor  Corporation  in  connection  with  the  Corporate
Transaction.  The  Board  of  Directors  shall  make  the  determination of what
constitutes  a comparable award to the unexercised Option, and its determination
shall  be  conclusive  and  binding.  The unexercised Option shall terminate and
cease  to  remain  outstanding  immediately  following  the  consummation of the
Corporate  Transaction,  except  to  the  extent  assumed  by  the  Successor
Corporation.

     (ii)     All  outstanding Options may be canceled by the Board of Directors
as  of  the  effective  date  of  any  Corporate  Transaction,  if (i) notice of
cancellation  shall be given to each holder of an Option and (ii) each holder of
an  Option  shall have the right to exercise that Option in full (without regard
to any limitations set out in or imposed under this Plan or the Option Agreement
granting  that  Option)  during a period set by the Board of Directors preceding
the  effective  date  of  the  Corporate  Transaction  and,  if in the event all
outstanding  Options  may  not  be exercised in full under applicable securities
laws  without  registration  of  the shares of Stock issuable on exercise of the
Options,  the  Board  of  Directors may limit the exercise of the Options to the
number  of  shares of Stock, if any, as


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may  be issued without registration. The method of choosing which Options may be
exercised, and the number of shares of Stock for which Options may be exercised,
shall be solely within the discretion of the Board of Directors.

     (c)     In each situation described in this Section 4.5, the Committee will
make  similar  adjustments,  as  appropriate,  in outstanding Stock Appreciation
Rights.

     (d)     The  issuance  by  the  Company of shares of stock of any class, or
securities  convertible into shares of stock of any class, for cash or property,
or  for labor or services either upon direct sale or upon the exercise of rights
or  warrants  to subscribe for them, or upon conversion of shares or obligations
of  the  Company  convertible into shares or other securities, shall not affect,
and  no adjustment by reason of such issuance shall be made with respect to, the
number,  class,  or price of shares of Stock then subject to outstanding Awards.

     4.6     ELECTION UNDER SECTION 83(b) OF THE CODE.  No Eligible Person shall
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exercise  the election permitted under Section 83(b) of the Code without written
approval  of  the  Committee.  Any  Eligible  Person  doing so shall forfeit all
Awards  issued  to  him  under  this  Plan.

                ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS

     5.1     TYPE  OF  OPTION.  The Committee shall specify at the time of grant
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whether  a  given  Option shall constitute an Incentive Option or a Nonqualified
Option. Incentive Stock Options may only be granted to Employees.

     5.2     OPTION  PRICE.  The  price at which Stock may be purchased under an
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Incentive  Option  shall  not be less than the greater of:  (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate  par  value  of the shares of Stock on the date the Option is granted.
The  Committee  in  its discretion may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market  Value.  In the case of any 10% Stockholder, the price at which shares of
Stock  may be purchased under an Incentive Option shall not be less than 110% of
the  Fair Market Value of the Stock on the date the Incentive Option is granted.
The  price at which shares of Stock may be purchased under a Nonqualified Option
shall  be  such  price  as  shall  be  determined  by  the Committee in its sole
discretion  but  in  no event lower than the par value of the shares of Stock on
the  date  the  Option  is  granted.

     5.3     DURATION  OF  OPTIONS  AND  SARS.  No  Option  or  SAR  shall  be
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exercisable  after  the expiration of ten (10) years from the date the Option or
SAR  is granted.  In the case of a 10% Stockholder, no Incentive Option shall be
exercisable  after  the expiration of five (5) years from the date the Incentive
Option  is  granted.

     5.4     AMOUNT  EXERCISABLE  --  INCENTIVE  OPTIONS.   Each  Option  may be
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exercised  from  time to time, in whole or in part, in the manner and subject to
the  conditions the Committee, in its sole discretion, may provide in the Option
Agreement,  as  long as the Option is valid and outstanding.  To the extent that
the  aggregate  Fair Market Value (determined as of the time an Incentive Option
is  granted)  of  the Stock with respect to which Incentive Options first become
exercisable  by  the  optionee during any calendar year (under this Plan and any
other  incentive  stock  option plan(s) of the Company or any Affiliate) exceeds
$100,000,  the  portion  in  excess of $100,000 of the Incentive Option shall be
treated  as  a  Nonqualified  Option.  In  making  this determination, Incentive
Options shall be taken into account in the order in which they were granted.

     5.5     EXERCISE  OF  OPTIONS.  Each  Option  shall  be  exercised  by  the
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delivery  of  written notice to the Committee setting forth the number of shares
of  Stock  with  respect  to which the Option is to be exercised, together with:

     (a)     cash, certified check, bank draft, or postal or express money order
payable  to  the order of the Company for an amount equal to the option price of
the  shares;

     (b)     stock at its Fair Market Value on the date of exercise (if approved
in  advance  in  writing  by  the  Committee);


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     (c)     an  election  to  make  a  cashless  exercise  through a registered
broker-dealer (if approved in advance in writing by the Committee);

     (d)     an  election  to  have  shares  of  Stock, which otherwise would be
issued  on  exercise,  withheld in payment of the exercise price (if approved in
advance in writing by the Committee); and/or

     (e)     any  other  form  of  payment which is acceptable to the Committee.

     As  promptly  as  practicable  after  receipt  of  written notification and
payment,  the  Company shall deliver to the Eligible Person certificates for the
number  of shares with respect to which the Option has been exercised, issued in
the  Eligible  Person's  name.  If  shares  of  Stock  are  used in payment, the
aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
less  than  the  aggregate  exercise  price  of  the shares being purchased upon
exercise  of  the  Option,  and  any  difference must be paid by cash, certified
check,  bank draft, or postal or express money order payable to the order of the
Company.  Delivery  of the shares shall be deemed effected for all purposes when
a  stock  transfer agent of the Company shall have deposited the certificates in
the  United  States  mail,  addressed  to  the  Eligible  Person, at the address
specified  by  the  Eligible  Person.

     Whenever  an Option is exercised by exchanging shares of Stock owned by the
Eligible  Person,  the Eligible Person shall deliver to the Company certificates
registered in the name of the Eligible Person representing a number of shares of
Stock  legally and beneficially owned by the Eligible Person, free of all liens,
claims,  and  encumbrances  of  every  kind,  accompanied  by  stock powers duly
endorsed  in  blank  by  the  record  holder  of  the  shares represented by the
certificates (with signature guaranteed by a commercial bank or trust company or
by  a  brokerage  firm  having  a  membership  on  a  registered  national stock
exchange).  The delivery of certificates upon the exercise of Options is subject
to the condition that the person exercising the Option provides the Company with
the  information  the  Company  might reasonably request pertaining to exercise,
sale  or  other  disposition.

     5.6     STOCK  APPRECIATION RIGHTS.  All Eligible Persons shall be eligible
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to  receive Stock Appreciation Rights.  The Committee shall determine the SAR to
be  awarded  from time to time to any Eligible Person.  The grant of a SAR to be
awarded  from  time to time shall neither entitle such person to, nor disqualify
such  person  from,  participation  in any other grant of awards by the Company,
whether  under  this  Plan  or  any  other plan of the Company.  If granted as a
stand-alone  SAR  Award,  the  terms  of  the Award shall be provided in a Stock
Appreciation  Rights  Agreement.

     5.7     STOCK  APPRECIATION  RIGHTS  IN  TANDEM  WITH  OPTIONS.  Stock
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Appreciation Rights may, at the discretion of the Committee, be included in each
Option  granted  under  the  Plan to permit the holder of an Option to surrender
that  Option, or a portion of the part which is then exercisable, and receive in
exchange,  upon  the  conditions and limitations set by the Committee, an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or  the  portion  of  it  that  was  surrendered,  determined  as of the date of
surrender,  over the aggregate exercise price of the Stock.  In the event of the
surrender  of  an Option, or a portion of it, to exercise the Stock Appreciation
Rights,  the  shares  represented  by  the  Option  or  that part of it which is
surrendered,  shall  not be available for reissuance under the Plan.  Each Stock
Appreciation  Right  issued  in  tandem with an Option (a) will expire not later
than  the  expiration of the underlying Option, (b) may be for no more than 100%
of  the  difference  between the exercise price of the underlying Option and the
Fair  Market  Value of a share of Stock at the time the Stock Appreciation Right
is  exercised,  (c)  is  transferable  only  when  the  underlying  Option  is
transferable,  and under the same conditions, and (d) may be exercised only when
the  underlying  Option  is  eligible  to  be  exercised.

     5.8     CONDITIONS  OF  STOCK  APPRECIATION RIGHTS.  All Stock Appreciation
             ------------------------------------------
Rights  shall  be subject to such terms, conditions, restrictions or limitations
as  the Committee deems appropriate, including by way of illustration but not by
way  of  limitation,  restrictions  on transferability, requirement of continued
employment,  individual  performance,  financial  performance of the Company, or
payment of any applicable employment or withholding taxes.


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     5.9     PAYMENT  OF  STOCK  APPRECIATION  RIGHTS.  The amount of payment to
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which  the  Eligible  Person  who  reserves  an  SAR  shall be entitled upon the
exercise  of  each  SAR  shall  be equal to the amount, if any by which the Fair
Market  Value  of the specified shares of Stock on the exercise date exceeds the
Fair  Market  Value of the specified shares of Stock on the date of grant of the
SAR.  The  SAR  shall  be  paid  in  either  cash or Stock, as determined in the
discretion  of  the Committee as set forth in the SAR agreement.  If the payment
is in Stock, the number of shares to be paid shall be determined by dividing the
amount of such payment by the Fair Market Value of Stock on the exercise date of
such  SAR.

     5.10     EXERCISE  ON  TERMINATION  OF  EMPLOYMENT.  Unless it is expressly
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provided  otherwise in the Option or SAR agreement, Options and SAR's granted to
Employees  shall  terminate  three  months  after severance of employment of the
Employee  from  the  Company  and all Affiliates for any reason, with or without
cause,  other  than  death,  retirement  under the then established rules of the
Company,  or  severance  for  disability.  The Committee shall determine whether
authorized  leave  of absence or absence on military or government service shall
constitute severance of the employment of the Employee at that time.

     5.11     DEATH.  If,  before  the  expiration  of  an  Option  or  SAR, the
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Eligible Person, whether in the employ of the Company or after he has retired or
was  severed for disability, or otherwise dies, the Option or SAR shall continue
until the earlier of the Option's or SAR's expiration date or one year following
the  date  of his death, unless it is expressly provided otherwise in the Option
or  SAR  agreement.  After  the  death  of  the  Eligible Person, his executors,
administrators,  or  any persons to whom his Option or SAR may be transferred by
will  or  by  the  laws of descent and distribution shall have the right, at any
time  prior  to  the  Option's  or SAR's expiration or termination, whichever is
earlier,  to  exercise it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option  or  SAR's  agreement.

     5.12     RETIREMENT.  Unless  it  is  expressly  provided  otherwise in the
              ----------
Option or SAR Agreement, before the expiration of an Option or SAR, the Employee
shall  be retired in good standing from the employ of the Company under the then
established  rules  of  the  Company, the Option or SAR shall continue until the
earlier  of  the  Option's  or SAR's expiration date or six months following the
date  of his retirement, unless it is expressly provided otherwise in the Option
or  SAR  agreement.

     5.13     DISABILITY.  If,  before  the  expiration of an Option or SAR, the
              ----------
Employee  shall  be  severed  from the employ of the Company for disability, the
Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
date  or one year after the date he was severed because of disability, unless it
is expressly provided otherwise in the Option or SAR agreement.

     5.14     SUBSTITUTION OPTIONS.  Options may be granted under this Plan from
              --------------------
time  to  time  in  substitution  for  stock  options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or  any  Affiliate  as  the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or  any Affiliate of the assets of the employing corporation, or the acquisition
by  the  Company  or  any Affiliate of stock of the employing corporation as the
result  of  which  it  becomes  an  Affiliate  of  the  Company.  The  terms and
conditions  of  the  substitute  Options  granted  may  vary  from the terms and
conditions  set  out  in  this  Plan to the extent the Committee, at the time of
grant,  may  deem appropriate to conform, in whole or in part, to the provisions
of the stock options in substitution for which they are granted.

     5.15     NO  RIGHTS  AS  STOCKHOLDER.  No  Eligible  Person  shall have any
              ---------------------------
rights  as  a  stockholder with respect to Stock covered by his Option until the
date a stock certificate is issued for the Stock.

                              ARTICLE VI - AWARDS

     6.1     RESTRICTED  STOCK  AWARDS.  The Committee may issue shares of Stock
             --------------------------
to  an Eligible Person subject to the terms of a Restricted Stock Agreement. The
Restricted  Stock  may  be issued for no payment by the Eligible Person or for a
payment  below  the  Fair  Market  Value on the date of grant.  Restricted Stock
shall  be  subject  to  restrictions as to sale, transfer, alienation, pledge or
other  encumbrance  and  generally  will  be  subject  to  vesting


                                        7
<PAGE>
over a period of time specified in the Restricted Stock Agreement. The Committee
shall  determine the period of vesting, the number of shares, the price, if any,
of  Stock  included  in  a  Restricted  Stock  Award,  and  the  other terms and
provisions which are included in a Restricted Stock Agreement.

     6.2     RESTRICTIONS.  Restricted  Stock  shall be subject to the terms and
             ------------
conditions  as determined by the Committee, including without limitation, any or
all  of  the  following:

     (a)     a  prohibition  against  the sale, transfer, alienation, pledge, or
other  encumbrance  of the shares of Restricted Stock, such prohibition to lapse
(i) at such time or times as the Committee shall determine (whether in annual or
more  frequent installments, at the time of the death, disability, or retirement
of  the  holder  of  such  shares,  or  otherwise);

     (b)     a  requirement  that  the  holder  of  shares  of  Restricted Stock
forfeit, or in the case of shares sold to an Eligible Person, resell back to the
Company at his cost, all or a part of such shares in the event of termination of
the  Eligible  Person's  employment during any period in which the shares remain
subject  to  restrictions;

     (c)     a  prohibition against employment of the holder of Restricted Stock
by  any  competitor  of  the Company or its Affiliates, or against such holder's
dissemination of any secret or confidential information belonging to the Company
or  an  Affiliate;

     (d)     unless  stated otherwise in the Restricted Stock Agreement, (i)  if
restrictions  remain at the time of severance of employment with the Company and
all  Affiliates,  other  than  for reason of disability or death, the Restricted
Stock  shall  be forfeited; and (ii)  if severance of employment is by reason of
disability or death, the restrictions on the shares shall lapse and the Eligible
Person  or his heirs or estate shall be 100% vested in the shares subject to the
Restricted  Stock  Agreement.

     6.3     STOCK CERTIFICATE.   Shares of Restricted Stock shall be registered
             ------------------
in  the  name  of  the  Eligible Person receiving the Restricted Stock Award and
deposited, together with a stock power endorsed in blank, with the Company. Each
such  certificate  shall  bear  a  legend  in  substantially the following form:

     "The  transferability  of  this  certificate  and  the shares of Stock
     represented  by  it  is  restricted  by  and  subject to the terms and
     conditions  (including  conditions  of  forfeiture)  contained  in the
     eLinear,  Inc.,  2003 Stock Option Plan, and an agreement entered into
     between  the  registered owner and the Company. A copy of the Plan and
     agreement  is  on file in the office of the Secretary of the Company."

     6.4     RIGHTS  AS STOCKHOLDER.  Subject to the terms and conditions of the
             ----------------------
Plan and unless otherwise provided in the Restricted Stock Award agreement, each
Eligible  Person receiving a certificate for Restricted Stock shall have all the
rights  of  a  stockholder  with  respect to the shares of Stock included in the
Restricted  Stock  Award  during  any period in which such shares are subject to
forfeiture and restrictions on transfer, including without limitation, the right
to  vote such shares.  Dividends paid with respect to shares of Restricted Stock
in  cash  or property other than Stock in the Company or rights to acquire stock
in  the  Company shall be paid to the Eligible Person currently.  Dividends paid
in Stock in the Company or rights to acquire Stock in the Company shall be added
to  and  become  a  part  of  the  Restricted  Stock.

     6.5     LAPSE  OF RESTRICTIONS.  At the end of the time period during which
             ----------------------
any  shares  of  Restricted  Stock are subject to forfeiture and restrictions on
sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
and  will  be  delivered  in  a  certificate,  free  of all restrictions, to the
Eligible Person or to the Eligible Person's legal representative, beneficiary or
heir;  provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably required by applicable law.  By accepting a Stock Award
and  executing a Restricted Stock Agreement, the Eligible Person agrees to remit
when  due  any  federal  and  state  income  and employment taxes required to be
withheld.

     6.6     RESTRICTION  PERIOD.  No  Restricted  Stock  Award  may provide for
             -------------------
restrictions  continuing  beyond


                                        8
<PAGE>
ten (10) years from the date of grant.

                          ARTICLE VII - ADMINISTRATION

     The  Committee  shall administer the Plan.  All questions of interpretation
and  application of the Plan and Awards shall be subject to the determination of
the  Committee.  A  majority  of the members of the Committee shall constitute a
quorum.  All  determinations of the Committee shall be made by a majority of its
members.  Any  decision  or  determination  reduced  to  writing and signed by a
majority  of  the  members  shall  be  as  effective as if it had been made by a
majority  vote  at  a  meeting  properly  called  and  held.  This Plan shall be
administered  in such a manner as to permit the Options, which are designated to
be  Incentive  Options,  to  qualify  as Incentive Options.  In carrying out its
authority under this Plan, the Committee shall have full and final authority and
discretion,  including  but  not  limited  to  the  following rights, powers and
authorities,  to:

     (a)     determine  the  Eligible  Persons  to whom and the time or times at
which  Options  or  Awards  will  be  made;

     (b)     determine  the  number  of  shares  and the purchase price of Stock
covered in each Option or Award, subject to the terms of the Plan;

     (c)     determine  the terms, provisions, and conditions of each Option and
Award, which need not be identical;

     (d)     accelerate  the  time at which any outstanding Option or SAR may be
exercised, or Restricted Stock Award will vest;

     (e)     define  the  effect,  if  any,  on an Option or Award of the death,
disability, retirement, or termination of employment of the Employee;

     (f)     prescribe,  amend  and  rescind  rules  and regulations relating to
administration of the Plan; and

     (g)     make  all  other  determinations  and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.

     The  actions  of the Committee in exercising all of the rights, powers, and
authorities  set  out  in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding  on  all  parties.

                ARTICLE VIII - AMENDMENT OR TERMINATION OF PLAN




                                        9
<PAGE>
     The  Board of Directors of the Company may amend, terminate or suspend this
Plan  at  any time, in its sole and absolute discretion; provided, however, that
to  the  extent required to qualify this Plan under Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended, no amendment that
would  (a)  materially increase the number of shares of Stock that may be issued
under  this  Plan,  (b) materially modify the requirements as to eligibility for
participation  in  this  Plan, or (c) otherwise materially increase the benefits
accruing  to participants under this Plan, shall be made without the approval of
the  Company's  stockholders;  provided  further,  however,  that  to the extent
required  to  maintain  the  status  of  any Incentive Option under the Code, no
amendment  that  would  (a) change the aggregate number of shares of Stock which
may  be  issued  under  Incentive  Options,  (b)  change  the class of employees
eligible  to  receive  Incentive  Options,  or (c) decrease the Option price for
Incentive  Options  below  the  Fair Market Value of the Stock at the time it is
granted,  shall  be  made  without  the  approval of the Company's stockholders.
Subject  to  the preceding sentence, the Board of Directors shall have the power
to  make  any  changes  in  the  Plan  and in the regulations and administrative
provisions  under it or in any outstanding Incentive Option as in the opinion of
counsel  for  the  Company  may be necessary or appropriate from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive  stock  option  or such other stock option as may be defined under the
Code  so  as  to  receive  preferential  federal  income  tax  treatment.

                           ARTICLE IX - MISCELLANEOUS

     9.1     NO  ESTABLISHMENT OF A TRUST FUND.   No property shall be set aside
             ---------------------------------
nor  shall  a  trust fund of any kind be established to secure the rights of any
Eligible  Person  under this Plan.  All Eligible Persons shall at all times rely
solely  upon  the  general  credit of the Company for the payment of any benefit
which  becomes  payable  under  this  Plan.

     9.2     NO  EMPLOYMENT  OBLIGATION.  The  granting  of  any Option or Award
             --------------------------
shall not constitute an employment contract, express or implied, nor impose upon
the  Company or any Affiliate any obligation to employ or continue to employ any
Eligible  Person.  The  right  of  the Company or any Affiliate to terminate the
employment  of  any  person shall not be diminished or affected by reason of the
fact  that  an  Option  or  Award  has  been  granted  to  him.

     9.3     FORFEITURE.  Notwithstanding  any other provisions of this Plan, if
             ----------
the  Committee  finds  by  a majority vote after full consideration of the facts
that  an Eligible Person, before or after termination of his employment with the
Company  or  an  Affiliate  for  any  reason  (a) committed or engaged in fraud,
embezzlement,  theft, commission of a felony, or proven dishonesty in the course
of  his  employment  by  the  Company or an Affiliate, which conduct damaged the
Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
or (b) participated, engaged in or had a material, financial, or other interest,
whether  as an employee, officer, director, consultant, contractor, stockholder,
owner,  or  otherwise,  in any commercial endeavor in the United States which is
competitive with the business of the Company or an Affiliate without the written
consent  of  the  Company  or  Affiliate,  the Eligible Person shall forfeit all
outstanding  Options  and  all  outstanding  Awards, and including all exercised
Options and other situations pursuant to which the Company has not yet delivered
a  stock  certificate.  Clause  (b)  shall  not  be deemed to have been violated
solely  by  reason  of the Eligible Person's ownership of stock or securities of
any  publicly  owned corporation, if that ownership does not result in effective
control  of  the  corporation.
     The  decision  of the Committee as to the cause of an Employee's discharge,
the  damage  done  to the Company or an Affiliate, and the extent of an Eligible
Person's  competitive  activity  shall  be final.  No decision of the Committee,
however,  shall  affect  the  finality  of  the discharge of the Employee by the
Company  or  an  Affiliate  in  any  manner.

     9.4     TAX WITHHOLDING.  The Company or any Affiliate shall be entitled to
             ----------------
deduct from other compensation payable to each Eligible Person any sums required
by  federal, state, or local tax law to be withheld with respect to the grant or
exercise  of an Option or SAR, or lapse of restrictions on Restricted Stock.  In
the  alternative,  the  Company may require the Eligible Person (or other person
exercising  the  Option,  SAR or receiving the Stock) to pay the sum directly to
the employer corporation. If the Eligible Person (or other person exercising the
Option  or  SAR  or  receiving  the  Stock) is required to pay the sum directly,
payment  in cash or by check of such sums for taxes shall be delivered within 10
days after the date


                                       10
<PAGE>
of  exercise or lapse of restrictions. The Company shall have no obligation upon
exercise  of any Option or lapse of restrictions on Stock until payment has been
received,  unless  withholding (or offset against a cash payment) as of or prior
to the date of exercise or lapse of restrictions is sufficient to cover all sums
due  with  respect to that exercise. The Company and its Affiliates shall not be
obligated to advise an Eligible Person of the existence of the tax or the amount
which the employer corporation will be required to withhold.

     9.5     WRITTEN  AGREEMENT.  Each  Option  and Award shall be embodied in a
             -------------------
written  agreement  which  shall  be subject to the terms and conditions of this
Plan and shall be signed by the Eligible Person and by a member of the Committee
on  behalf  of  the  Committee  and  the  Company or an executive officer of the
Company,  other  than  the  Eligible  Person,  on  behalf  of  the Company.  The
agreement  may contain any other provisions that the Committee in its discretion
shall deem advisable which are not inconsistent with the terms of this Plan.

     9.6     INDEMNIFICATION  OF THE COMMITTEE AND THE BOARD OF DIRECTORS.  With
             ------------------------------------------------------------
respect  to  administration  of  this  Plan,  the  Company  shall indemnify each
present  and  future member of the Committee and the Board of Directors against,
and  each  member  of the Committee and the Board of Directors shall be entitled
without  further act on his part to indemnity from the Company for, all expenses
(including  attorney's fees, the amount of judgments, and the amount of approved
settlements  made  with  a view to the curtailment of costs of litigation, other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with  or  arising out of any action, suit, or proceeding in which he
may  be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee  and/or  the Board of Directors at the time of incurring the expenses,
including,  without limitation, matters as to which he shall be finally adjudged
in  any  action, suit or proceeding to have been found to have been negligent in
the  performance  of  his  duty  as  a  member  of the Committee or the Board of
Directors.  However,  this  indemnity shall not include any expenses incurred by
any  member of the Committee and/or the Board of Directors in respect of matters
as  to  which  he shall be finally adjudged in any action, suit or proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his duty as a member of the Committee and the Board of Directors.  This right of
indemnification  shall  inure  to  the  benefit  of  the  heirs,  executors  or
administrators  of  each  member of the Committee and the Board of Directors and
shall  be in addition to all other rights to which a member of the Committee and
the  Board  of  Directors  may  be  entitled  as  a  matter of law, contract, or
otherwise.

     9.7     GENDER.  If  the context requires, words of one gender when used in
             ------
this  Plan  shall  include  the  others and words used in the singular or plural
shall  include  the  other.

     9.8     HEADINGS.  Headings  of  Articles  and  Sections  are  included for
             --------
convenience  of  reference only and do not constitute part of the Plan and shall
not  be  used  in  construing  the  terms  of  the  Plan.

     9.9     OTHER  COMPENSATION  PLANS.  The  adoption  of  this Plan shall not
             --------------------------
affect  any other stock option, incentive or other compensation or benefit plans
in  effect  for  the  Company  or any Affiliate, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation for
employees  of  the  Company  or  any  Affiliate.

     9.10     OTHER  OPTIONS  OR  AWARDS.  The grant of an Option or Award shall
              --------------------------
not  confer  upon  the  Eligible Person the right to receive any future or other
Options  or  Awards  under  this  Plan,  whether or not Options or Awards may be
granted  to  similarly situated Eligible Persons, or the right to receive future
Options or Awards upon the same terms or conditions as previously granted.

     9.11     GOVERNING  LAW.  The  provisions  of this Plan shall be construed,
              --------------
administered, and governed under the laws of the State of Delaware.


                                       11
<PAGE>