Addendum to Distribution Agreement dated December 5, 2005 between the Registrant and Clavis, a division of Macnica, Inc

EXHIBIT 10.4

ADDENDUM TO DISTRIBUTION AGREEMENT
BETWEEN
MICRO LINEAR CORPORATION
AND
Clavis Company
Macnica, Inc.

          THIS ADDENDUM TO DISTRIBUTION AGREEMENT is made as of the 5th day of December, 2005, by and between Micro Linear Corporation, a Delaware corporation (the “MANUFACTURER”), and Clavis, a division of Macnica, Inc., a Japanese corporation (“DISTRIBUTOR”).

          WHEREAS, the Manufacturer and Distributor are parties to a Distribution Agreement dated November 30^th, 2004 (the “Distribution Agreement”) and the parties desire to amend and supplement the terms and conditions of the Distribution Agreement.

          NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

          1.     The following two paragraphs are added as Section 8.1 and 8.2 to the Distribution Agreement:

8.1. Compliance with Law.  The parties will at all times comply with all applicable foreign, U.S., state and local laws, rules and regulations relating to the execution, delivery and performance of this Agreement.  Each party agrees that it will not export or reexport, resell, ship, or divert or cause to be exported or reexported, resold, shipped, diverted directly or indirectly any software, documentation, or technical data incorporating any software to any county for which the government (or any agency thereof) of the United States, or any foreign sovereign government with competent jurisdiction requires an export license or other governmental approval without first obtaining such license or approval.

8.2. No Gratuity; FCPA.   The Distributor will not offer or give any gratuity to induce any person or entity to enter into, execute or perform this Agreement or any other agreement with the Manufacturer.  The Distributor further represents that it has knowledge and understanding of the Foreign Corrupt Practices Act of the United States of America (“FCPA”), and that in accordance with the FCPA, Distributor represents that no principal partner, officer, director or employee of the Distributor is currently serving in an official position on any governmental body of any country (other than the U.S.)  in which Distributor provides goods or services for the Manufacturer (“Official Position”), if such person in his official capacity may have the opportunity by virtue of his Official Position to place Manufacturer in violation of the provisions of the FCPA.  If Distributor does currently have, or in the future should have a principal partner, officer, director or employee of the Distributor serving in an Official Position but cannot determine is such person in his official capacity may act in a manner that would place Manufacturer in violation of the provisions of the FCPA, Distributor agrees to notify Manufacturer of such person(s) and provide Manufacturer with the details of the responsibilities of that person’s Official Position.