THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for ------- value received, _____________ (the "Holder"), is entitled, upon the terms and ------ subject to the limitations on exercise and the conditions hereinafter set forth, at any...

                                                                       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 EFFECT, THE SUBSTANCE OF WHICH
SHALL  BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH  A  BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER  LOAN  WITH  A  FINANCIAL  INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED  IN  RULE  501(a)  UNDER  THE  SECURITIES  ACT.

                     SERIES B COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                  ELINEAR, INC.

          THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for
                                                   -------
value  received,  _____________  (the "Holder"), is entitled, upon the terms and
                                       ------
subject to the limitations on exercise and the conditions hereinafter set forth,
at  any  time  on  or  after  the date of issuance of this Warrant (the "Initial
                                                                         -------
Exercise  Date")  and on or prior to the earlier of (y) the one year anniversary
--------------
of  the Effective Date and (z) the two year anniversary of the Closing Date (the
"Termination  Date")  but  not  thereafter,  to  subscribe for and purchase from
 -----------------
eLinear,  Inc.,  a  corporation  incorporated  in  the  State  of  Delaware (the
"Company"),  up  to  ____________ shares (the "Warrant Shares") of Common Stock,
 -------                                       --------------
par  value  $0.02  per share, of the Company (the "Common Stock").  The purchase
                                                   ------------
price  of  one  share  of Common Stock (the "Exercise Price") under this Warrant
                                             --------------
shall  be  $2.50  subject  to  adjustment hereunder.  The Exercise Price and the
number  of  Warrant Shares for which the Warrant is exercisable shall be subject
to  adjustment  as  provided  herein.  CAPITALIZED  TERMS USED AND NOT OTHERWISE
DEFINED  HEREIN  SHALL  HAVE  THE  MEANINGS SET FORTH IN THAT CERTAIN SECURITIES
PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED JANUARY 30, 2004, AMONG THE
                         ------------------
COMPANY  AND  THE  PURCHASERS  SIGNATORY  THERETO.


                                        1

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

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

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

               (a)  Exercise  of the purchase rights represented by this Warrant
     may  be made at any time or times on or after the Initial Exercise Date and
     on  or  before  the  Termination  Date by delivery to the Company of a duly
     executed  facsimile  copy of the Notice of Exercise Form annexed hereto (or
     such other office or agency of the Company as it may designate by notice in
     writing to the registered Holder at the address of such Holder appearing on
     the  books of the Company); provided, however, within 5 Trading Days of the
     date  said Notice of Exercise is delivered to the Company, the Holder shall
     have  surrendered  this  Warrant  to the Company and the Company shall have
     received  payment  of  the  aggregate  Exercise Price of the shares thereby
     purchased  by  wire  transfer  or  cashier's check drawn on a United States
     bank. Certificates for shares purchased hereunder shall be delivered to the
     Holder within the earlier of (i) 5 Trading Days after the date on which the
     Notice  of  Exercise  shall have been delivered by facsimile copy or (ii) 3
     Trading  Days  from  the  delivery to the Company of the Notice of Exercise
     Form  by  facsimile  copy,  surrender  of  this  Warrant and payment of the
     aggregate  Exercise  Price  as  set  forth  above  ("Warrant Share Delivery
     Date");  provided,  however, in the event the Warrant is not surrendered or
     the  aggregate  Exercise  Price  is  not  received  by the Company within 5
     Trading  Days  after  the  date  on  which  the Notice of Exercise shall be
     delivered  by  facsimile  copy,  the  Warrant  Share Delivery Date shall be
     extended  to the extent such 5 Trading Day period is exceeded. This Warrant
     shall  be deemed to have been exercised on the later of the date the Notice
     of  Exercise is delivered to the Company by facsimile copy and the date the
     Exercise  Price  is  received  by  the Company. The Warrant Shares shall be
     deemed to have been issued, and Holder or any other person so designated to
     be  named therein shall be deemed to have become a holder of record of such
     shares  for  all purposes, as of the date the Warrant has been exercised by
     payment  to  the Company of the Exercise Price and all taxes required to be
     paid  by the Holder, if any, pursuant to Section 5 prior to the issuance of
     such  shares, have been paid. If the Company fails to deliver to the Holder
     a  certificate  or certificates representing the Warrant Shares pursuant to
     this  Section  3(a)  by  the  third Trading Day following the Warrant Share
     Delivery  Date,  then  the  Holder  will  have  the  right  to rescind such
     exercise.


                                        2

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

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

               (c)     The  Company  shall  not  effect  any  exercise  of  this
     Warrant, and the Holder shall not have the right to exercise any portion of
     this  Warrant,  pursuant  to  Section 3(a) or otherwise, to the extent that
     after  giving  effect to such issuance after exercise, the Holder (together
     with  the  Holder's  affiliates),  as set forth on the applicable Notice of
     Exercise, would beneficially own in excess of 4.99% of the number of shares
     of  the  Common  Stock  outstanding immediately after giving effect to such
     issuance.  For  purposes of the foregoing sentence, the number of shares of
     Common  Stock  beneficially  owned  by  the Holder and its affiliates shall
     include the number of shares of Common Stock issuable upon exercise of this
     Warrant  with  respect to which the determination of such sentence is being
     made, but shall exclude the number of shares of Common Stock which would be
     issuable  upon  (A) exercise of the remaining, nonexercised portion of this
     Warrant  beneficially  owned by the Holder or any of its affiliates and (B)
     exercise  or  conversion  of the unexercised or nonconverted portion of any
     other  securities  of the


                                        3

     Company  (including,  without  limitation, any other Warrants) subject to a
     limitation  on conversion or exercise analogous to the limitation contained
     herein beneficially owned by the Holder or any of its affiliates. Except as
     set  forth  in  the  preceding sentence, for purposes of this Section 3(c),
     beneficial  ownership  shall be calculated in accordance with Section 13(d)
     of  the  Exchange  Act. To the extent that the limitation contained in this
     Section  3(c)  applies,  the  determination  of  whether  this  Warrant  is
     exercisable  (in  relation  to other securities owned by the Holder) and of
     which  a  portion  of  this  Warrant  is  exercisable  shall be in the sole
     discretion of such Xxxxxx, and the submission of a Notice of Exercise shall
     be  deemed  to  be  such  Holder's determination of whether this Warrant is
     exercisable  (in  relation to other securities owned by such Holder) and of
     which  portion of this Warrant is exercisable, in each case subject to such
     aggregate  percentage  limitation, and the Company shall have no obligation
     to  verify  or  confirm the accuracy of such determination. For purposes of
     this  Section  3(c),  in  determining  the  number of outstanding shares of
     Common  Stock,  the  Holder may rely on the number of outstanding shares of
     Common  Stock  as  reflected  in (x) the Company's most recent Form 10-Q or
     Form 10-K, as the case may be, (y) a more recent public announcement by the
     Company  or  (z)  any other notice by the Company or the Company's Transfer
     Agent  setting forth the number of shares of Common Stock outstanding. Upon
     the  written  or  oral  request of the Holder, the Company shall within two
     Trading  Days  confirm  orally  and  in writing to the Holder the number of
     shares  of  Common  Stock  then  outstanding.  In  any  case, the number of
     outstanding  shares of Common Stock shall be determined after giving effect
     to  the conversion or exercise of securities of the Company, including this
     Warrant,  by  the  Holder or its affiliates since the date as of which such
     number  of  outstanding shares of Common Stock was reported. The provisions
     of  this  Section 3(c) may be waived by the Holder upon, at the election of
     the  Holder,  not  less  than 61 days' prior notice to the Company, and the
     provisions of this Section 3(c) shall continue to apply until such 61st day
     (or  such  later  date, as determined by the Holder, as may be specified in
     such  notice  of  waiver).

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

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

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

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

          4.     No  Fractional  Shares or Scrip.  No fractional shares or scrip
                 -------------------------------
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to  purchase  upon  such  exercise,  the  Company shall


                                        4

pay  a  cash  adjustment in respect of such final fraction in an amount equal to
such  fraction  multiplied  by  the  Exercise  Price.

          5.     Charges,  Taxes  and  Expenses.  Issuance  of  certificates for
                 ------------------------------
Warrant  Shares  shall  be  made  without  charge to the Holder for any issue or
transfer  tax  or  other  incidental  expense in respect of the issuance of such
certificate,  all  of which taxes and expenses shall be paid by the Company, and
such  certificates  shall be issued in the name of the Holder or in such name or
names  as  may  be  directed by the Holder; provided, however, that in the event
                                            --------  -------
certificates  for  Warrant Shares are to be issued in a name other than the name
of  the  Holder, this Warrant when surrendered for exercise shall be accompanied
by  the  Assignment  Form  attached  hereto duly executed by the Holder; and the
Company  may require, as a condition thereto, the payment of a sum sufficient to
reimburse  it  for  any  transfer  tax  incidental  thereto.

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

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

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

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

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

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


                                        5

               (e)     If,  at  the  time  of  the  surrender of this Warrant in
     connection  with any transfer of this Warrant, the transfer of this Warrant
     shall  not  be registered  pursuant  to an effective registration statement
     under  the Securities Act and under applicable state securities or blue sky
     laws, the Company may require, as a condition of allowing such transfer (i)
     that  the Holder or transferee of this Warrant, as the case may be, furnish
     to  the  Company  a  written  opinion of counsel (which opinion shall be in
     form,  substance  and scope customary for opinions of counsel in comparable
     transactions  and  reasonably acceptable to the Company) to the effect that
     such transfer may be made without registration under the Securities Act and
     under applicable state securities or blue sky laws, (ii) that the holder or
     transferee  execute and deliver to the Company an investment letter in form
     and substance acceptable to the Company and (iii) that the transferee be an
     "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),
     or (a)(8) promulgated under the Securities Act or a qualified institutional
     buyer  as  defined  in  Rule  144A(a)  under  the  Securities  Act.

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

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

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

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


                                        6

such Warrant been exercised in advance thereof. Upon each such adjustment of the
kind  and  number of Warrant Shares or other securities of the Company which are
purchasable  hereunder,  the Holder shall thereafter be entitled to purchase the
number  of  Warrant  Shares  or  other  securities  that  are purchasable hereto
immediately  after  such  adjustment  at  an Exercise Price per Warrant Share or
other  security obtained by multiplying the Exercise Price in effect immediately
prior  to  such  adjustment by the number of Warrant Shares purchasable pursuant
hereto  immediately  prior  to  such  adjustment  and  dividing by the number of
Warrant  Shares  or  other  securities  of  the  Company  resulting  from  such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after  the  effective  date of such event retroactive to the record
date,  if  any,  for  such  event.

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


                                        7

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

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

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

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

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

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

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  20 days' prior written notice of the date on which a record date shall be
selected  for  such dividend, distribution or right or for determining rights to
vote  in  respect  of  any  such  reorganization,  reclassification,  merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice  of the date when the same shall take place.  Such
notice  in  accordance with the foregoing clause also shall specify (i) the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  Warrant  Shares  for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up.  Each
such  written  notice  shall be sufficiently given if addressed to Holder at the
last  address  of  Xxxxxx appearing on the books of the Company and delivered in
accordance  with  Section  17(d).


                                        8

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

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

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

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

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

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

               (c)     Nonwaiver  and  Expenses.  No  course  of  dealing or any
                       ------------------------
     delay  or  failure  to  exercise  any right hereunder on the part of Holder
     shall  operate  as  a  waiver of such right or otherwise prejudice Holder's
     rights,  powers or remedies, notwithstanding all rights hereunder terminate
     on  the  Termination  Date. If the Company willfully and knowingly fails to
     comply  with  any  provision of this Warrant, which results in any material
     damages  to  the  Holder,  the  Company shall pay to Holder such amounts as
     shall


                                        9

     be  sufficient  to  cover any costs and expenses including, but not limited
     to,  reasonable  attorneys' fees, including those of appellate proceedings,
     incurred  by  Xxxxxx  in  collecting  any amounts due pursuant hereto or in
     otherwise  enforcing  any  of  its  rights,  powers  or remedies hereunder.

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

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

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

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

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

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

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

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



                                       10


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


Dated: January __, 2004
                                  ELINEAR, INC.



                                  By:  ____________________________________
                                            Name:
                                            Title:





                                       11

                               NOTICE OF EXERCISE

To:  eLinear,  Inc.

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

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

               [ ]  in  lawful  money  of  the  United  States;  or

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

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

               _______________________________


The Warrant Shares shall be delivered to the following:

               _______________________________

               _______________________________

               _______________________________

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

                                   [PURCHASER]


                                   By:  ______________________________
                                   Name:
                                   Title:

                                   Dated:  ________________________




                                 ASSIGNMENT FORM

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

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

_______________________________________________ whose address is

_______________________________________________________________.


_______________________________________________________________

                                          Dated: ______________, _______


               Holder's Signature:   _____________________________

               Holder's Address:     _____________________________

                                     _____________________________


Signature  Guaranteed:  ______________________________________

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