Elinear Inc Sample Contracts

Elinear Inc – ELINEAR RECEIVES DELISTING NOTICE FROM AMERICAN STOCK EXCHANGE HOUSTON-- (BUSINESS WIRE) - September 15, 2006—eLinear, Inc. (AMEX: ELU) On September 11, 2006, eLinear, Inc. (AMEX: ELU) (“Company”) received a notice of delisting dated September 8, 2006 from the American Stock Exchange. The reason for the delisting notice was that: (a) the Company was not in compliance with Section 1003(a)(i and ii) of the AMEX Company Guide due to its shareholders' equity being less than $2,000,000 and it incurred losses from continuing operations and/or net losses in two out of its three most recent fiscal yea (September 15th, 2006)

This press release contains statements that may constitute forward-looking statements. These statements are based on current expectations and assumptions and involve a number of uncertainties and risks that could cause actual results to differ materially from those currently expected. For additional information about eLinear please visit www.elinear.com or www.sec.gov. eLinear undertakes no obligation to update any forward-looking statement that may be made from time to time by or on behalf of the company, whether as a result of new information, future events or otherwise.

Elinear Inc – HOUSTON-- (BUSINESS WIRE) - September 8, 2006—eLinear, Inc. (AMEX: ELU) announces that effective yesterday it has closed its offices in Houston, Dallas and Fort Worth, Texas and reduced its workforce to three contract employees which have been retained to assist the company in winding down its operations. Safe Harbor Statement (September 8th, 2006)

This press release contains statements that may constitute forward-looking statements. These statements are based on current expectations and assumptions and involve a number of uncertainties and risks that could cause actual results to differ materially from those currently expected. For additional information about eLinear please visit www.elinear.com or www.sec.gov. eLinear undertakes no obligation to update any forward-looking statement that may be made from time to time by or on behalf of the company, whether as a result of new information, future events or otherwise.

Elinear Inc – PRESS RELEASE (August 4th, 2006)

HOUSTON-- (BUSINESS WIRE) - August 4, 2006—On July 31, 2006, eLinear, Inc. (AMEX: ELU) received a letter from the American Stock Exchange indicating that the Company is in non-compliance with the Exchange’s continued listing standards of Section 1003 of the AMEX Company Guide. Specifically, AMEX noted the Company's failure to comply with Section 1003(a)(i) of the AMEX Company Guide relating to shareholders' equity of less than $2,000,000 and losses from continuing operations and/or net losses in two out of three most recent fiscal years and Section 1003(a)(ii) of the AMEX Company Guide relating to shareholders' equity of less than $4,000,000 and losses from continuing operations and/or net losses in three out of its four most recent fiscal years. The notice was based on a review by the AMEX of the Company's Form 10-QSB for the three months ended March 31, 2006.

Elinear Inc – EMPLOYMENT AGREEMENT (April 26th, 2006)

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”).

Elinear Inc – SUPPLEMENT (July 20th, 2005)

This Supplement, dated July 14, 2005, by and between eLinear, Inc., a Delaware corporation (the “Company”), and [___________] (the “Purchaser”), amends that certain Securities Purchase Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Securities Purchase Agreement”); that certain Registration Rights Agreement, dated February 28, 2005, by and between the Company and the Purchaser (the “Registration Rights Agreement”); and that certain Secured Convertible Term Note, dated February 28, 2005, by the Company in favor of Purchaser for the total principal amount of $5,000,000 (the “Note”); the Restricted Account Side Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Restricted Account Side Letter”, collectively, with the Security Purchase Agreement, the Related Agreements (as defined in the Securities Purchase Agreement), the Note, and the Registration Rights Agreement, the “Funding Documents”).

Elinear Inc – Contract (July 20th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Elinear Inc – Contract (July 20th, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Elinear Inc – Contract (July 20th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Elinear Inc – eLinear, Inc. 2005 Stock Option Plan (June 20th, 2005)

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.

Elinear Inc – LAURUS MASTER FUND, LTD. New York, New York 10022 (May 11th, 2005)

Reference is made to (i) that certain Securities Purchase Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between ELINEAR, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $3,860,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have any obligations

Elinear Inc – LAURUS MASTER FUND, LTD. New York, New York 10022 (May 10th, 2005)

Reference is made to (i) that certain Securities Purchase Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between ELINEAR, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $3,860,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have any obligations

Elinear Inc – eLinear, Inc. 2004 Stock Option Plan (March 24th, 2005)

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.

Elinear Inc – EMPLOYMENT AGREEMENT (March 18th, 2005)

This Employment Agreement (the "Employment Agreement" or "Agreement") is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Michael Lewis (the "Executive") an individual, for employment beginning December 21, 2004 (the "Commencement Date").

Elinear Inc – CONSULTING AGREEMENT (March 18th, 2005)

This CONSULTING AGREEMENT, (the "Agreement") dated this 22nd day of December, 2004, between eLinear, Inc., a Delaware corporation, located at 2901 West Sam Houston Pkwy N., Ste E-300 Houston, Texas 77043 (the "Company") and Kevan Casey (the "Consultant") an individual.

Elinear Inc – Contract (March 3rd, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO eLINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Elinear Inc – REGISTRATION RIGHTS AGREEMENT (March 3rd, 2005)

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.

Elinear Inc – RESTRICTED ACCOUNT AGREEMENT (March 3rd, 2005)

This Restricted Account Agreement (this "Agreement") is entered into this 28th day of February 2005, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), ELINEAR, INC., a Delaware corporation with offices at 2901 West Sam Houston Pkwy North, Suite E-300, Houston Texas 77043 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Elinear Inc – Contract (March 3rd, 2005)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Elinear Inc – ELINEAR, INC. SECURITIES PURCHASE AGREEMENT February 28, 2005 (March 3rd, 2005)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 28, 2005, by and between ELINEAR, INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser").

Elinear Inc – ELINEAR, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT (March 3rd, 2005)
Elinear Inc – COMMON STOCK PURCHASE WARRANT (December 10th, 2004)

EXHIBIT 10.27 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 150,000 Shares of Common Stock of eLinear, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. _________________ Issue Date: October 26, 2004 eLIN

Elinear Inc – SECURITY AGREEMENT AND ANCILLARY AGREEMENTS (November 5th, 2004)

EXHIBIT 10.24 AMENDMENT TO SECURITY AGREEMENT AND ANCILLARY AGREEMENTS This AMENDMENT (this "AMENDMENT"), dated as of October 26, 2004, is entered into by and among ELINEAR, INC., a Delaware corporation (the "COMPANY"), NETVIEW TECHNOLOGIES, INC. ("NETVIEW"), NETBRIDGE TECHNOLOGIES, INC. ("NETBRIDGE" and, together with the Company and Netview, the "CREDIT PARTIES") and LAURUS MASTER FUND, LTD., a Cayman Islands company ("LAURUS"), for the purpose of amending the terms of (i) the Secured Convertible Minimum Borrowing Note, dated February 23, 2004 (as amended, modified or supplemented from time to time, the "MINIMUM BORROWING NOTE") issued by the Company pursuant to the Security Agreement referred to below, (ii) the Secured Revolving Note, dated February 23, 2004 (as amended, modified or supplemented from time to time, the "REVOLVI

Elinear Inc – EMPLOYMENT AGREEMENT (November 5th, 2004)

EXHIBIT 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (the "Employment Agreement" or "Agreement"), dated this 14th day of January 2004, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Michael Lewis (the "Executive") an individual for employment beginning May 25, 2004. WHEREAS, the Executive is willing to enter into an agreement with the Company upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as follows: 1. Term of Agreement. Subject to the terms and conditions hereof, the term ------------------ of employment of the Executive under this Employment Agreement shall be for the period commencing on the date hereof (the "Commencement Date") and terminating two years from the Commencement Date, un

Elinear Inc – SERVICE AGREEMENT (November 5th, 2004)

EXHIBIT 10.26 SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement") is effective as of November 3, 2004, by and between TanSeco Systems, Inc. ("TanSeco"), a Delaware corporation and a wholly-owned subsidiary of eLinear, Inc. ("eLinear"), a Delaware corporation, and RadioShack Corporation ("RadioShack"), a Delaware corporation. R E C I T A L S - - - - - - - - A. RadioShack and eLinear are parties to that certain Stock Purchase Agreement, dated the date hereof, pursuant to which RadioShack has agreed to sell and eLinear has agreed to purchase all of the capital stock of TanSeco, from RadioShack, thereby causing the acquisition by eLinear of TanSeco. Such acquisition is referred to as the "Acquisition Transaction." B. The consummation of the Acquisition Transaction is conditioned

Elinear Inc – STOCK PURCHASE AGREEMENT (November 5th, 2004)

EXHIBIT 10.25 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of November 3, 2004, by and between eLinear, Inc., a Delaware corporation ("BUYER"), and RadioShack Corporation, a Delaware corporation (the "SELLER"), the sole shareholder of TanSeco Systems, Inc. a Delaware corporation ("TARGET"). R E C I T A L S - - - - - - - - A. Seller owns all of the issued and outstanding shares of capital stock of Target (collectively, the "TARGET STOCK"), consisting in the aggregate of 1,000 shares of common stock, $1.00 par value, of Target; and B. Seller desires to sell the Target Stock to the Buyer, and Buyer desires to purchase the Target Stock, for the consideration and upon the terms and subject to the conditions set forth herein (the "Acquisition").

Elinear Inc – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT (February 26th, 2004)

EXHIBIT 10.20 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED CONVERTIBLE MINIMUM BORROWING NOTE ------------------------------------------ FOR VALUE RECEIVED, ELINEAR, INC. ("ELINEAR") a Delaware corporation, NETVIEW TECHNOLOGIES, INC., a Texas corporation ("NETVIEW") and NEWBRIDGE TECHNOLOGIES, INC., a Texas corporation ("NEWBRIDGE") (eLinear, NetView and NewBridge, indiv

Elinear Inc – FUNDS ESCROW AGREEMENT (February 26th, 2004)

EXHIBIT 10.22 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 23 day of February, 2004 among each of eLINEAR, INC., a Delaware corporation, (collectively, the "COMPANY") NetView Technologies, Inc. ("NVT"), NetBridge Technologies, Inc. ("NBT") and Laurus Master Fund, Ltd. (the "PURCHASER"), and Dechert LLP (the "ESCROW AGENT"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, NBT and NVT and the Purchaser have entered a Security Agreement (the "Security Agreement") for the sale by the Company of a Minmum Borrowing Note (Minimum Borrowing Note") and secured revolving note ("REVOLVING NOTE") in the aggregate principal amounts and in the denominations set forth on Schedule A hereto; and WHEREAS, the parties hereto require the Company to deliver the notes against payment therefor, with such notes and payment to be deli

Elinear Inc – SECURITY AGREEMENT (February 26th, 2004)

EXHIBIT 10.17 SECURITY AGREEMENT This Security Agreement is made as of February 23, 2004 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation ("Laurus"), ELINEAR, INC. a Delaware corporation ("eLinear" and as agent for the Companies (as defined below), the "Company Agent") and each other company set forth on Exhibit 1 hereto (eLinear and each such other company shall hereinafter be --------- referred to, individually, as a "Company" and jointly and severally, "Companies"). BACKGROUND ---------- Companies have requested that Laurus make loans and advances available to Companies; and Laurus has agreed to make such loans and advances to Companies on the terms and conditions set forth in this Agreement. AGREEMENT ---------

Elinear Inc – COMMON STOCK PURCHASE WARRANT (February 26th, 2004)

EXHIBIT 10.18 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 290,000 Shares of Common Stock of eLinear, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. _________________ Issue Date: February 23, 2004 eLINE

Elinear Inc – MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT (February 26th, 2004)

EXHIBIT 10.21 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 23, 2004, by and between eLinear, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser"). This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and the other companies named therein (the "Security Agreement"), and pursuant to the Notes and the Warrants referred to therein. The Company and the Purchaser hereby agree as follows: 1. DEFINITIONS. Capitalized terms used and not otherwise defined herein that are defined in the Security Agreement shall have the meanings given such terms in the Security Agreement. As used in this Agreement, the following terms shall have the following meanings: "

Elinear Inc – SECURED REVOLVING NOTE (February 26th, 2004)

EXHIBIT 10.19 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE ---------------------- FOR VALUE RECEIVED, ELINEAR, INC. ("ELINEAR") a Delaware corporation, NETVIEW TECHNOLOGIES, INC., a Texas corporation ("NETVIEW") and NEWBRIDGE TECHNOLOGIES, INC., a Texas corporation ("NEWBRIDGE") (eLinear, NetView and NewB

Elinear Inc – REGISTRATION RIGHTS AGREEMENT (February 13th, 2004)

EXHIBIT 10.16 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and --------- entered into as of January 30, 2004, by and among eLinear, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such ------- purchaser, a "Purchaser" and collectively, the "Purchasers"). --------- ---------- This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase -------- Agreement"). --------- The Company and the Purchasers hereby agree as follows:

Elinear Inc – SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR (February 13th, 2004)

EXHIBIT D EXHIBIT 10.15 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 EFFEC

Elinear Inc – EMPLOYMENT AGREEMENT (February 13th, 2004)

EMPLOYMENT AGREEMENT This Employment Agreement (the "Employment Agreement" or "Agreement"), dated this 14th day of January 2004, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Ramzi Milad Nassar (the "Executive") an individual for employment beginning February 1, 2004. WHEREAS, the Executive is willing to enter into an agreement with the Company upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as follows: 1. Term of Agreement. Subject to the terms and conditions hereof, the term ------------------ of employment of the Executive under this Employment Agreement shall be for the period commencing on the date hereof (the "Commencement Date") and terminating two years from the Commencement Date, unless sooner terminated in accordance with the

Elinear Inc – SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR (February 13th, 2004)

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 EFFEC