TELECHIPS CORP, S-3, 1996-10-17

TELECHIPS CORP
S-3, 1996-10-17
TELEPHONE & TELEGRAPH APPARATUS

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As filed with the Securities and Exchange Commission on October 17, 1996
Registration No. 333-

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------------

FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

TELECHIPS CORPORATION
(Exact name of registrant as specified in its charter)

------------------------------

NEVADA 88-0266392
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

6880 South McCarran Blvd.
Reno, Nevada 89509
(702) 824-5555

------------------------------

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

------------------------------

C.A. BURNS
Chief Executive Officer
Telechips Corporation
6880 South McCarran Blvd.
Reno, Nevada 89509
(702) 824-5555

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(Name, address, including zip code, and telephone number, including area code,
of agent for service)

------------------------------

Copy to:
KEVIN A. COYLE, ESQ.
Graham & James LLP
400 Capitol Mall, Suite 2400
Sacramento, California 95814
(916) 558-6700

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed on continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
<PAGE> 2
number of the earlier effective registration statement for the same offering.
[ ] _______________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Maximum Offering Aggregate Registration
Registered Price Per Share(1) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
Par Value $0.01 972,454 shares $2.28125 $2,218,411 $ 765

Common Stock
Underlying Warrants 778,426 shares $2.28125 $1,775,785 $ 613

Common Stock
Underlying Options 50,000 shares $2.28125 $ 114,063 $ 40

Total 1,800,880 shares $2.28125 $4,108,259 $1,418
============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, based on $2.28125 per share, the average of
the high and low sales prices reported for the Common Stock on October
11, 1996.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3

PROSPECTUS
1,800,880 Shares

TELECHIPS CORPORATION

Common Stock

This Prospectus relates to 1,800,880 shares (the "Shares") of Common
Stock, par value $0.01 per share (the "Common Stock"), of Telechips Corporation
(the "Company" or "Telechips") of which 778,426 shares (the "Warrant Shares")
are underlying Common Stock Purchase Warrants (the "Warrants") and of which
50,000 shares (the "Option Shares") are underlying Common Stock Purchase
Options (the "Options"). The Company will not receive any of the proceeds from
any sales of the Shares, but will receive the gross proceeds of any of the
Warrants or Options that are exercised to acquire the Warrant Shares or Option
Shares for cash at their respective current exercises prices. The Registration
Statement of which this Prospectus forms a part has been filed pursuant to the
terms of the Warrants and Warrant Agreements, the Options and several
registration rights agreements between the Company and holders of the Warrants,
Options and Shares, respectively. (Holders of Warrants, Options and Shares are
collectively referred to as the "Selling Securityholders.") See "Selling
Securityholders."

The Shares may be offered and sold from time to time by the Selling
Securityholders through ordinary brokerage transactions in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing at
the time of the sale or at negotiated prices (this "Offering"). See "Risk
Factors," "Selling Securityholders" and "Plan of Distribution."

The closing price for the Common Stock on October 11, 1996, as
reported on the National Association of Securities Dealers Automated Quotation
System ("Nasdaq"), was $2.1875 per share.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS".

----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------

No underwriting commissions or discounts will be paid by the Company in
connection with this Offering. Estimated expenses payable by the Company in
connection with this Offering are approximately $30,000.

----------------

This date of this Prospectus is ________, 1996.

<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following regional offices: New York Regional Office, 7 World Trade Center,
Room 1400, New York, New York 10048 and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is quoted on the Nasdaq SmallCap Market and reports and other information
regarding the Company may be inspected at the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

Additional information regarding the Company and the securities
offered hereby is contained in the Registration Statement on Form S-3
(Registration No. 333-_____) of which this Prospectus forms a part, and the
exhibits thereto filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). For further information pertaining to the
Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, which may be inspected without
charge at, and copies may be obtained at prescribed fees from, the office of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company furnishes its stockholders with annual reports containing
audited financial statements and other periodic reports as the Company may deem
to be appropriate or as required by law or the rules of the National
Association of Securities Dealers, Inc.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have heretofore been filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:

(1) The Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995.

(2) The Company's Quarterly Reports on Form 10-QSB for
the quarters ended March 31, 1996 and June 30, 1996.

(3) The Company's Amendment No. 1 to the Company's Annual
Report on Form 10-KSB/A dated May 3, 1996.

(4) The Company's Amendment No. 2 to the Company's Annual
Report on Form 10-KSB/A dated June 2, 1996.

(5) The Company's Current Report on Form 8-K dated
October 16, 1996.

(6) The description of Common Stock contained in the
Company's Registration Statement on Form 8-A filed
with the Commission on September 15, 1995 by which
the Common Stock of the Company was registered under
Section 12 of the Exchange Act, and the description
of the Common Stock incorporated therein by

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<PAGE> 5

reference to the Registration Statement on Form SB-2
(Regis. No. 33-96664-LA) declared effective by the
Commission on October 16, 1995, under the caption
"Description of Securities" therein.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference in this Prospectus (not including
exhibits and other information that is incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Requests for
such documents should be directed to Telechips Corporation, located at 6880 S.
McCarran Boulevard, Reno, Nevada 89509, Attn: Nelson B. Caldwell, Chief
Financial Officer, telephone (702) 824-5555.

Telechips and Telechips Access are trademarks of the Company.
Windows(R) and DOS(R) are registered trademarks of Microsoft Corporation. All
other trademarks appearing in this Prospectus are the property of their
respective holders. Unless otherwise indicated, all references to Microsoft
Windows(R) are to the 3.1 ROM version of Windows(R).

The Company's address is 6880 S. McCarran Boulevard, Reno, Nevada
89509, and its telephone number is (312) 642-9200.

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<PAGE> 6

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN THE
INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THE STATEMENTS THAT
ARE NOT HISTORICAL FACTS OR STATEMENTS OF CURRENT STATUS CONTAINED IN THIS
PROSPECTUS ARE FORWARD-LOOKING STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995) THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING,
BUT NOT LIMITED TO, THE RISKS SET FORTH IN "RISK FACTORS."

THE COMPANY

Telechips, a development-stage company, designs, develops and markets
interactive computer-telephone equipment, peripheral devices and software
applications. The Company is seeking to develop a family of combination
telephone-computer devices that provide a cost-effective and easy-to-use method
of accessing, managing and transmitting the increasing amount of electronic
information that is available over standard telephone lines. The Company's
Telechips Access(TM) products, combine the power of a personal computer ("PC")
with a complete business telephone system and a touch sensitive display screen.
Telechips Access products provide on-line capability for transmitting,
receiving, and processing information, as well as voice transmission
capabilities, in a compact, familiar, user-friendly device utilizing a
Microsoft Corporation ("Microsoft") Windows(R) operating system. The Company
has completed development of various Telechips Access models, and is shipping
commercial production units of the 3000 Series.

Telechips Access 3000 models have the following standard and optional
features: (i) a gray-scale touchscreen; (ii) fully integrated communications
capabilities which allow a user to access the Internet and World Wide Web,
company "intranets," proprietary on-line services, as well as other computers;
(ii) simplified access to advanced public telephone network services and PBX
features such as messaging, call waiting, caller ID and three-way calling; (iv)
a built-in office application suite, including calendar and organizer
functions; (v) facsimile facilities; (vi) speakerphone technology which is
designed to reduce the voice-clipping prevalent in many speakerphones; and
(vii) proximity detection facilities which allow for automatic activation of
audio and video announcements in public information station applications.
Other uses depend on the development of applications and features, either by
the Company, by a customer, by the Company and a customer working together, or
by non-customer third parties alone or in cooperation with the Company.

Telechips Access 4000 models can be configured with all the features
of the 3000 models except the gray-scale touchscreen is replaced with a larger
full-color touchscreen.

The Company has entered into a license agreement with Microsoft for
the use of its Windows(R) operating system with the Telechips Access Series.
The Telechips Access product line is currently manufactured by Group
Technologies Corporation ("Group") pursuant to an agreement dated December 1,
1995 (the "Group Manufacturing Agreement"). The Company has not yet
manufactured the Telechips Access Model 3000 in commercial quantities and no
assurance can be given that the Company will be able to develop commercial
manufacturing capability, or, once developed, that there will not be additional
delays or setbacks in the commercial manufacturing of the Telechips Access
Model 3000 or any of the Company's products under development.

The Company markets the Telechips Access product line to a variety of
market segments including: (i) information and service providers and users,
including companies supplying data bases such as credit reference information,
stock quote services and other on-line services and companies such as insurance
companies, overnight delivery services, banks and airlines, (ii) original
equipment

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<PAGE> 7

manufacturers in the telecommunications field ("OEMs"), such as telephone
equipment manufacturers, and (iii) local telephone operating companies
("telcos"), including the regional "Baby Bell" operating companies and other
local exchange carriers.

The Company's executive offices are located at 6880 S. McCarran
Boulevard, Reno, Nevada 89509, and its telephone number is (702) 824-5555.

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<PAGE> 8

RECENT DEVELOPMENTS

On April 11, 1995, the Company conducted the final closing of the sale
to private investors of an aggregate of 30 units (the "1994 Units"), each 1994
Unit consisting of (i) 16,087 shares of Series A Common Stock and (ii) 50,000
Shares of Preferred Stock (the "Private Placement"). The purchase price per
1994 Unit was $100,000. The Company received gross proceeds of $3,000,000 with
respect to the sale of the 1994 Units, yielding net proceeds after the payment
of fees and expenses of approximately $2,500,000. The Private Placement
resulted in the Company's issuance of 482,600 shares of Common Stock and
1,500,000 shares of Preferred Stock (convertible into 482,600 shares of Common
Stock). The Company paid to D.H. Blair in connection with the Private
Placement and the 1994 Note Financing an aggregate of $330,000 and issued to
D.H. Blair and its designees warrants to purchase up to an aggregate of
304,038 shares of Common Stock. Howard Phillips, a director of the Company,
was Director of Corporate Finance of D.H. Blair until August 1995.

On September 1, 1995, the Company completed the sale (the "Bridge
Financing") to private investors of 17 units (the "Units"), each Unit
consisting of (i) an unsecured non-negotiable promissory note of the Company in
the principal amount of $100,000, due on the earlier of the consummation of
this offering or July 31, 1996 (a "Bridge Note") and (ii) 20,000 shares of
Common Stock (the "Bridge Shares"). The purchase price per Unit was $100,000.
The Company received gross proceeds of $1,700,000 from the sale of such Units.
After the payment of $170,000 in placement fees to Whale Securities Co. L.P.,
which acted as placement agent for the Company with respect to the sale of such
Units, and other offering expenses of approximately $134,000, the Company
received net proceeds of approximately $1,396,000 in connection with the Bridge
Financing.

The Company's sale of 17 Units resulted in the Company's issuance (in
connection with the Bridge Financing) of a total of $1,700,000 principal amount
of Bridge Notes and 340,000 Bridge Shares. The 340,000 Bridge Shares issued in
the Bridge Financing were included in the Selling Shareholders' Shares and were
registered by the Company in conjunction with the IPO.

Upon consummation of the IPO, the Company received net proceeds of
approximately $6,255,000. The Company used approximately $2,451,000 of the
proceeds from the IPO to repay the outstanding Bridge Notes, $300,000 worth of
notes issued in 1994, $250,000 of indebtedness to National Semiconductor
Corporation ("NSC"), accrued dividends on the Preferred Stock and interest on
all of such indebtedness.

In addition, the Company issued nonredeemable warrants to purchase
150,000 shares of Common Stock at an exercise price of $7.70 per share and
150,000 Underlying Warrants (each exercisable to purchase one share of Common
Stock at a price of $7.70 per share) at an exercise price of $.154 per warrant
to Whale. Further, all outstanding shares of Preferred Stock and Series B
Common Stock, par value $.01 ("Series B Common Stock"), were converted to
Series A Common Stock and the Series A Common Stock was redesignated as Common
Stock. Upon conversion of the Preferred Stock, the Company paid an aggregate
of $111,719 in accrued and unpaid dividends to the holders of Preferred Stock.

Pursuant to the terms of an agreement with NSC, dated March 1994, as
restated August 31, 1994 and amended September 20, 1994, $500,000 of debt owed
to NSC was canceled, the Company paid NSC $250,000 plus accrued and unpaid
interest of $38,904, from the proceeds of the IPO, and issued to NSC 229,306
shares of Common Stock and a Warrant to purchase 20,108 shares of Common Stock
at $3.11 per share.

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<PAGE> 9

During November, 1995, the Company obtained a $1,200,000 revolving
line of credit from a commercial bank ("Line of Credit"). The Line of Credit
expires on December 13, 1996. The Line of Credit is collateralized by cash and
cash equivalents valued at 110% of outstanding draws. Interest is payable
monthly at the three-month U.S. Treasury Bill rate plus 3% (8.05% currently).
Principal is due at maturity. As of the date of this Prospectus, the Company
has a zero balance on the Line of Credit.

On August 19, 1996, Mr. Richard E. Salwen resigned from the Company's
Board of Directors and also on August 19, 1996, Mr. Bruce Chatterley was
appointed to the Board. On October 11, 1996, the Company's Board was expanded
to six members and Mr. Frank Vigilante and Mr. Richard Wolf were appointed
directors. Certain information with respect to Messrs. Chatterley, Vigilante
and Wolf follows.

Mr. Chatterley, 34, has been Vice President-Core Services Product
Management for Ameritech since January 1996. He was previously Vice President
of Marketing at Ameritech Payphone Service. From February 1989 to July 1994,
Mr. Chatterley was with US West. From June 1986 to February 1989, Mr.
Chatterley was with General Electric and from September 1984 to August 1986 he
was with IBM.

Mr. Vigilante, 66, was a director with Network Equipment Technologies
from April 1992 to August 1996. He has been a director of the Visiting Nurse
Association of Central Jersey since October 1991. Mr. Vigilante has also been
a director of the Arthritis Foundation of New Jersey since February 1986 and is
currently its Chairman. He was a consultant with Pyramid Technologies
Corporation from April 1987 to February 1995. Mr. Vigilante held various
positions with AT&T and in 1985 he became a Senior Vice President. Mr.
Vigilante retired from AT&T in 1987 after 30 years of service.

Mr. Wolf, 58, has been Executive Vice President of Robert E. La Blanc
Associates, Inc., a telecommunications, information technologies consulting and
investment banking firm specializing in voice, data, and video
telecommunications since March 1982. From July 1972 to March 1982, Mr. Wolf
was a manager with AT&T. From January 1962 to July 1972, Mr. Wolf held various
management positions in the engineering and marketing departments with New York
Telephone.

On October 2, 1996, the Company completed a private placement of 4,188
shares of 4% Convertible Preferred Stock, face value $1,000 per share (the
"Preferred Shares"). The Preferred Shares were issued without registration
under the Securities Act of 1933, as amended (the "Act"), pursuant to
Regulation S promulgated under the Act. The conversion price of the Preferred
Shares is determined by multiplying each Preferred Share by 1,000 and dividing
the result by the lower of $3.00 or the fair market value of the Company's
Common Stock on the date of conversion. The Preferred Shares are convertible
at any time beginning November 11, 1996 until August 31, 1998. The Company
received approximately $2.9 million in net proceeds. In connection with the
financing, the Company also issued to Third World Investments, Ltd. Common
Stock Purchase Warrants to purchase 400,000 shares of Common Stock at an
exercise price of $2.25 per share as adjusted.

On October 3, 1996, the Company entered into a Consulting Agreement
(the "Consulting Agreement") with Coastline Financial Group, Inc.
("Coastline") pursuant to which Coastline has agreed to provide certain
financial consulting, business consulting, investor relations and financial
public relations services to the Company for a period of one year (unless
earlier terminated). The Company has agreed to pay Coastline a cash fee of
$7,500 per month and to issue to Coastline options to purchase up to 50,000
shares of Common Stock at any time from December 31, 1996 through March 31,
1999 at an exercise price of $2.25 per share. In addition, unless the
Consulting Agreement is earlier terminated, the Company has agreed to issue to
Coastline, on each of January 2, 1997, April 2, 1997, and June 30, 1997,
options to purchase up to 50,000 shares of Common Stock at an exercise price of
$2.25 per share

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<PAGE> 10

on or before March 31, 1999. In the event Coastline is solely responsible for
arranging a financing, the Company has agreed to issue to Coastline options to
purchase up to 150,000 shares of Common Stock at an exercise price equal to
110% of the price per share paid by investors in such financing. If Coastline
is directly and solely responsible for arranging a merger or acquisition
transaction during the term of the Consulting Agreement or one thereafter, the
Company has agreed to pay to Coastline a fee based on the value of such a
transaction to the Company or its shareholders of 5% of the first million
dollars in value, 4% of the next million dollars, 3% of the next million
dollars, 2% of the next million dollars and 1% of each additional million
dollars thereafter. The Consulting Agreement may be terminated by either
Coastline or the Company at the end of six months with 30-days notice to the
other party. If no such notice is received by the end of the fifth month, the
Consulting Agreement will continue through the term.

On October 11, 1996, the Board of Directors approved the Company's
1996 Directors Stock Option Plan (the "Directors Plan"), subject to approval of
the Directors Plan by the Company's stockholders. The Directors Plan
authorizes the automatic granting of nonqualified stock options to purchase an
aggregate of up to 200,000 shares of Common Stock to non-employee directors of
the Company or its subsidiaries. No option may be granted after October 10,
2006. The exercise price of the options will be the closing sales price of a
share on the date of grant. The Directors Plan is administered by the Board of
Directors, which has authority to administer the Directors Plan in accordance
with the provisions of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended. All grants of options under the Directors Plan will be
automatic and non-discretionary.

Under the Directors Plan, each nonemployee director not previously
granted a similar option will automatically be granted an option to purchase
30,000 shares on the date on which such person first becomes a director. Each
nonemployee director will automatically be granted an option to purchase 5,000
shares on each annual anniversary of such nonemployee director's election or
appointment to the Board of Directors. All option grants are subject to
stockholder approval of the Directors Plan. Options granted on the date the
recipient becomes a directors are referred to herein as "Initial Grant
Options." Options issued annually thereafter are referred to herein as "Annual
Grant Options."

Payment of the exercise price for shares purchased upon exercise of an
Initial Grant Option may be made (i) by the delivery of a promissory note (a
"Note Exercise"), provided that the optionee may only utilize a Note Exercise
on the date of grant ("Grant Date"); (ii) by delivery to the Company of cash or
a check to the order of the Company in an amount equal to the purchase price of
such shares; (iii) by delivery to the Company of shares of Common Stock of the
Company then owned by the optionee having a fair market value equal in amount
to the purchase price of such shares; (iv) by any other means which the Board
of Directors determines is consistent with the purpose of the 1996 Directors
Stock Option Plan and with applicable laws and regulations; or (v) by any
combination of such methods of payment. In the event that the optionee elects
to exercise the Initial Grant Option by means of a Note Exercise, the option
vests and becomes exercisable in its entirety on the Grant Date. If the
optionee elects to pay the exercise price in a form other than a Note Exercise,
an Initial Grant Option will vest and become exercisable ratably over a
36-month period from the Grant Date. Shares issued under a Note Exercise will
be held in escrow until the notes have been satisfied. In addition, such
shares are subject to a repurchase option exercisable by the Company if the
optionee voluntarily terminates his or her relationship with the Company (the
"Repurchase Option"). The Repurchase Option decreases ratably over a 36 month
period from the date of exercise. Shares will be released from escrow only
upon lapse of the forfeiture condition and payment of the note.

Annual Grant Options are immediately exercisable on the date of grant
under terms similar to those of the Initial Grant Option.

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<PAGE> 11

Options granted under the Directors Plan will generally terminate on
the fifth anniversary of the date of grant. If an optionee ceases to serve as
a director for any reason, including death or disability, he or she may, but
within ninety (90) days, exercise the options.

On October 11, 1996, Messrs. Chatterley, Wolf and Vigilante each
received 30,000 and Howard Phillips received 15,000 non-plan,
non-qualified options under substantially same terms as described in the
Directors Plan for Initial Grant Options. Each recipient exercised such options
pursuant to a Note Exercise.

THE OFFERING

Securities offered . . . . . . . . . . . 1,800,880 shares of Common
Stock offered by the Selling
Securityholders.

Common Stock outstanding
after the offering (1) . . . . . . . . 4,216,606 shares.

Use of Proceeds . . . . . . . . . . . . The Company will not receive
any proceeds from the sale of
the Common Stock by the
Selling Securityholders.
Proceeds to the Company
pursuant to Warrant and
Option exercises by the
Selling Securityholders,
estimated to be approximately
$2,150,000 if all the Warrant
Shares and Option Shares are
issued pursuant to cash
exercises of the Warrants and
Options, will be used by the
Company for general corporate
purposes, including research
and development, sales and
marketing, manufacturing
equipment and facilities and
working capital.

Nasdaq Common Stock Symbol . . . . . . . TCHP

- ---------------
(1) Includes 933,600 shares of Common Stock held in escrow subject to release
upon the occurrence of certain events. Does not include (i) 2,803,406
shares reserved for issuance upon exercise of outstanding warrants; (ii)
323,596 shares reserved for issuance upon the exercise of outstanding
stock options, (iii) 319,664 shares reserved for issuance upon exercise
of options available for future grant under the Company's employee
benefit plans and Directors Option Plan and (iv) 1,396,000 shares
reserved for issuance on the conversion of the Preferred Shares (based on
an assumed conversion price of $3.00 per share).

RISK FACTORS

The statements that are not historical facts or statements of current
status contained in this Prospectus are forward-looking statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties, including, but not limited to, the risks set forth in "Risk
Factors." The decision of whether to make an investment in the Common Stock
involves an analysis of certain risks, including but not limited to, the risk
factors set forth in this Prospectus. Each potential investor is urged to
carefully consider the risks inherent in a development-stage company,
commercialization of new products based on innovative technology, the Company's
significant and continuing operating losses, the volatility of the Company's
stock price, and the competitive nature of the industry in which the Company
operates. See "Risk Factors."

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<PAGE> 12

RISK FACTORS

The securities offered hereby involve a high degree of risk,
including, but not necessarily limited to, the risk factors described below.
Each prospective investor should carefully consider the following risk factors
inherent in and affecting the business of the Company and this Offering before
making an investment decision. The statements that are not historical facts or
statements of current status contained in this Prospectus are forward-looking
statements that involve risks and uncertainties including, but not limited to,
the factors set forth below.

1. Development Stage Company; Limited Revenues From Product Sales;
Limited Relevant Operating History; Significant and Continuing Operating
Losses; Accumulated Deficit. Since its inception in 1991, the Company has been
engaged primarily in research and development and has had limited revenues from
sales of products. Accordingly, the Company has a limited relevant operating
history upon which an evaluation of its prospects can be made. Such prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered in the establishment of a new business in the computer-telephony
industry, which is a continually evolving industry characterized by an
increasing number of market entrants and intense competition, as well as the
risks, expenses and difficulties encountered in the commercialization of new
products based on innovative technology. The Company has incurred operating
losses in each quarter since December 31, 1993 and, at June 30, 1996, the
Company had an accumulated deficit of approximately $6,960,000. Since such
date, losses have increased and are continuing through the date of this
Prospectus. While not the Company's principal business, research and
development revenues from National Semiconductor Corporation ("NSC"), the
Company's only significant source of revenue as of the date of this Prospectus,
ceased during 1994 when the NSC contract was terminated by mutual agreement of
the parties. In addition, the Company's operating expenses have increased and
can be expected to continue to increase in the future in connection with the
Company's efforts to increase its marketing program and continue to develop new
products. Accordingly, it is anticipated that the Company will continue to
incur significant losses at least until it is able to sell its products with an
adequate margin and in sufficient quantities to support operations. There can
be no assurance that the Company will be successful in generating product sales
at a sufficient quantity or margin or that the Company will ever achieve
profitable operations.

2. Significant Capital Requirements; Need for Additional Capital;
Explanatory Paragraph in Accountant's Report. The Company's capital
requirements have been and will continue to be significant. The Company has
been dependent primarily on the Company's initial public offering (the "IPO")
of its Common Stock and certain warrants (the "Public Warrants"), private
placements of equity securities, indebtedness and, prior to February 1994, on
contract revenues from NSC to fund its capital requirements. Over the next 12
months, the Company intends to focus on increasing its marketing efforts and
research and development for new proposed products. The Company anticipates,
based on its current proposed growth plans and assumptions relating to its
growth and operations, that the proceeds from the IPO and private placements,
borrowings and planned revenues will not be sufficient to satisfy the Company's
contemplated cash requirements for the next 12 months and that the Company will
be required to raise additional funds within the next 12 months. In addition,
in the event that the Company's plans change or its assumptions prove to be
inaccurate (due to unanticipated expenses, delays, problems, or otherwise), the
Company would be required to seek additional funding sooner than anticipated.
Any such additional funding could be in the form of additional equity capital.
Further, in the event that the Company receives a larger than anticipated
number of purchase orders for Telechips Access products, it may require
resources substantially greater than those that are currently available to the
Company. In

10
<PAGE> 13

such event the Company may be required to raise additional capital or to engage
third parties (as to which there can be no assurance) to assist the Company in
meeting such orders. The Company is currently pursuing several potential
funding opportunities; however, the Company has no current commitments for
additional funding. There can be no assurance that any of such opportunities
will result in actual funding or that additional financing will be available to
the Company when needed, on commercially reasonable terms, or at all. If the
Company is unable to obtain additional financing if needed, it will likely be
required to curtail its marketing and manufacturing plans and possibly cease
its operations. Any additional equity financing may involve substantial
dilution to the Company's then-existing shareholders. The Company's
independent accountants have included an explanatory paragraph in their report
on the Company's financial statements for the year ended December 31, 1995,
stating that the Company's has not, to date, recognized significant revenues
from product sales nor produced units in quantities which will yield a gross
margin adequate to cover product and operations costs and that these factors
raise substantial doubt about the Company's ability to continue as a going
concern.

3. New Concept and Emerging Markets; Uncertainty of Market Acceptance
and Commercialization Strategy. The use of combination telephone-computer
products for commercial and consumer applications represents a relatively new
business activity characterized by emerging markets and an increasing number of
market entrants who have introduced or are developing an array of new
telecommunications products and services, some of which will compete against
Telechips Access products and any other products which may be developed by the
Company. Achieving market acceptance for Telechips Access products will
require substantial marketing efforts and expenditure of funds to create
awareness and demand by potential customers. There can be no assurance that
Telechips Access products will ever gain such acceptance. The Company sold
initial production units of the Telechips Access Series 3000 at an introductory
price substantially lower than the proposed sale price for its commercial
units, and at a cost basis substantially higher than anticipated cost for
volume commercial units, which resulted in a negative gross margin.
Additionally, the remaining initial production units (approximately 620 units),
even if sold at the commercial sales price as planned, will likely be sold at a
cost resulting in a negative gross margin. Even though, based on quotes from
manufacturers, the Company anticipates that it will be able to produce
commercial units (beyond the remaining 620 initial production units) at a cost
that will yield an adequate gross margin, there can be no assurance that such
margin will be achieved or that the Company will be able to purchase goods at
such quotes. In addition, the Company is currently developing, testing and
evaluating and anticipates that it will continue to develop, evaluate and test
various product commercialization strategies, such as using Telechips Access
products in a public payphone environment, placing the Telechips Access
products in hotel lobbies and rooms and marketing Telechips Access products for
residential use. In order to develop such new products or services, the
Company will be required to devote substantial resources, financial and
otherwise to such products. The failure of any of these projects could result
in substantial losses to the Company. The inability to successfully complete
development of a product or application or a determination by the Company, for
financial, technical or other reasons, not to complete development of any
product or application, particularly in instances in which the Company has made
significant capital expenditures, could have a material adverse affect on the
Company.

4. Lack of Intellectual Property Protection; Right of NSC to Certain
Telechips Access Technology. The Company does not possess any patent or
registered intellectual property rights with respect to any of its technology
and has not filed any patent applications. The Company has filed an
application for registration of the marks "Telechips" and "Telechips Access."
However, there can be no assurance that the Company will obtain registration of
these marks. In addition, some of the technology embodied in the Telechips
Access products, such as the touch-sensitive display, is generally available to

11
<PAGE> 14

other manufacturers. Intellectual property embodied in certain portions of the
mechanical design of the Access Series 3000 and 4000 products is licensed by
the Company on a world-wide, perpetual, royalty-free basis from NSC. Although
NSC has agreed not to manufacture or sell products incorporating such
technology prior to March 31, 1997, NSC has substantially greater financial,
marketing and other resources than the Company and if it chooses to make use of
such technology, or to license it to other companies, products similar to the
Telechips Access line could be introduced to the market; although such products
incorporating such mechanical design would not be permitted to contain any
technology proprietary to Telechips without the Company's consent.

The Company depends in part upon certain technology and know-how to
differentiate its products from those of its competitors, and relies on a
combination of trade secret laws and nondisclosure and confidentiality
agreements with its employees, consultants, distributors, researchers and
advisors to protect its technology. In addition, others may obtain access to
or independently develop technologies or know-how similar to the Company's.
The telecommunications industry is characterized by the existence of a large
number of patents and frequent litigation based on allegations of patent
infringement. Although the Company believes that its products and technologies
do not infringe on the proprietary rights of others and has not received any
notice of claimed infringement, it is possible that an infringement of
proprietary rights may occur. In such event, the Company may be required to
modify its products or obtain a license. There can be no assurance that the
Company will be able to do so in a timely manner, upon acceptable terms and
conditions, or at all, or that the Company will have the financial or other
resources necessary to successfully defend a claim of violation of proprietary
rights. Failure to do any of the foregoing could have a material adverse
effect on the Company. Furthermore, if the Company's products or technologies
are deemed to infringe patents or proprietary rights of others, the Company
could, under certain circumstances, become liable for damages, which would have
a material adverse effect on the Company.

5. Technological Advances and Evolving Industry Standards. The
computer marketplace and, in particular, the computer-telephone marketplace, is
characterized by technological developments, changes in customer requirements,
evolving industry standards and frequent new product introductions. In the
future, the Company may be required to enhance its existing system and to
develop and introduce new products that take advantage of technological
advances and respond promptly to new customer requirements and evolving
industry standards. There can be no assurance that the Company will be able to
keep pace with the rapid evolution of the computer telephony industry.

6. Dependence on Contract Manufacturing; Unanticipated and Costly
Delays in Manufacturing. For the foreseeable future, the Company intends to
assemble and test Telechips Access products using contract manufacturers.
Until recently, the Company's products were assembled by Lucent Technologies,
Inc. ("Lucent"). The Company recently experienced considerable and costly
delays due to the inability of Lucent to ship product which met the Company's
quality standards. As a result, the Company has been required to perform
additional quality assurance work on Telechips Access products received by
Telechips from Lucent. Henceforth, Group Technologies Corporation is expected
to be the Company's primary manufacturer. The initial term of the Group
Manufacturing Agreement terminates on February 26, 1997, and is automatically
renewed for an additional 12-month period unless terminated by the Company upon
30 days' written notice before expiration of the initial term. In the event
Group technologies is unable to deliver quality products in a timely manner,
the Company could continue to face substantial delays. Such delays could have
a material adverse effect and harm the Company's reputation, financial
condition and marketing capability. To somewhat offset such an advent, the
Company has supplemented its support capabilities with the ability to assemble
and test modest quantities of product

12
<PAGE> 15

in-house while a transition could be made to other contract manufacturer which
the Company has pre-qualified. However, the Company competes with numerous
other companies for the capacity of these contract manufacturers, and no
assurance can be given that the Company will be able to obtain desired
quantities of products on a timely basis.

7. Dependence on License from Microsoft. The Telechips Access product
line is designed to operate utilizing the Microsoft Windows operating system.
The Company would be materially and adversely affected if that portion of
Microsoft DOS(R) necessary to operate Windows or Windows itself became
unavailable to the Company for use with its products. The Company entered into
an agreement with Microsoft, dated as of February 1, 1995, and amended as of
February 1, 1996, pursuant to which the Company has been granted a
non-exclusive, worldwide license to the Windows operating systems (the
"Microsoft License"). The Microsoft License expires on September 30, 1997, and
there are no automatic renewal terms. There can be no assurance that, after
such date, Microsoft will renew such license or that it will do so on terms as
favorable to the Company as those of the current license. In the event that
the license was terminated and not renewed, the Company would no longer be
authorized to manufacture or sell any of its products as currently configured
and the Company would be required to license or develop a new operating system
and there can be no assurance that such a license could be obtained or such a
system developed. Failure to obtain a license or develop a new system would
have a material adverse effect on the Company. In addition, such new operating
system would likely not have the same level of acceptance or software
compatibility as the Windows system, limiting its utility to the Company and to
users.

8. Competition; Technological Change and Obsolescence. The Company
operates in a highly competitive telephone-computer industry which has been
characterized in recent periods by pricing pressures and business
consolidations. The Company potentially competes, depending on their
introduction of similar products, with a large number of companies, such as
Northern Telecom (NorTel), Matsushita (Panasonic), AT&T and Phillips in the
telecommunications business; IBM, Compaq and Apple in the computer business;
and Matsushita (Panasonic), Apple-Sharp and Casio-Tandy in the consumer
electronics business. In addition, the recent deregulation of the telephony
industry may increase the number of companies competing in the
telecommunications device market. Most of the Company's competitors and
potential competitors are significantly larger and have significantly greater
financial and management resources than the Company. The Company expects that
competition will continue to be intense in the markets to be addressed by the
Company, and there can be no assurance that the Company will compete
successfully.

The Company is also aware of several companies, such as Phillips,
Cidco, Colonial Data and others that have introduced or test-marketed products
that offer a combination of graphical screen technology and communications
capability. In addition, a consortium of technology companies, led by Oracle
Corporation, has announced an Internet PC that is expected to sell for as
little as $500 and uses a conventional television for its display (not included
in the $500 price.) This computer telephony device may allow users to access
the Internet and perform basic on-line computing functions. Such devices have
significant limitations as compared to Telechips Access products, however,
there can be no assurance that such companies or other companies will not
introduce products that are substantially similar to Telechips Access products.
Further, since product development in high technology markets such as computers
and telecommunications is usually done in secret, there can be no assurance
that another company will not introduce a product similar to Telechips Access
products.

13
<PAGE> 16

The telecommunications and computer industries are also subject to
rapid and significant technological change and the ability of the Company to
compete is dependent in significant part on its ability to continually enhance
and improve its products and technologies. In order to do so, the Company must
effectively utilize and expand its research and development capabilities and,
once developed, expeditiously convert new technology into products and
processes which can be commercialized. There can be no assurance that the
Company will be able to identify, develop, manufacture and offer products
necessary to remain competitive. Moreover, the Company may from time to time
maintain a significant investment in its product inventory and, in such event,
would be subject to the risk of inventory obsolescence. If a significant
amount of inventory is rendered obsolete, the Company's business and operating
results would be materially and adversely affected.

9. Dependence on Limited Sources of Supply. Many of the key
components used in the manufacture of the Company's products are currently
being purchased from single sources, including Microsoft, which is the sole
source of the Telechips Access product operating system. If the Company's
relationship with Microsoft were terminated, the Company would no longer be
authorized to manufacture and sell any of its products as currently configured
and the Company would be materially adversely affected. Other than the
contract with Microsoft, the Company has no supply contracts. While the
Company believes that it can obtain supplies from other parties, should any of
its suppliers terminate their relationship with the Company, such terminations
may cause delays in obtaining necessary supplies, which could in turn result in
delays or reductions in product shipments and loss of sales and consequently
have a material adverse effect on the Company's business, operating results and
financial condition.

10. Possible Dependence on a Few Large Customers. The Company's
current marketing efforts have focused primarily on a few large telephone
operating companies as well as a few other similarly large companies. It is
therefore likely that, particularly in the early stages of commercialization,
the Company will depend primarily on one or a few large customers. If the
Company were to lose such a customer it would likely have a material adverse
effect on the Company's business and prospects. There can be no assurance that
the Company will be able to diversify its customer base.

11. Dependence on Key Personnel. The Company believes that its
continued success will depend to a significant extent upon its present
management, in particular, C. A. Burns, the Company's current Chief Executive
Officer. Mr. Burns suffers from diabetes, for which he has taken insulin for
more than 20 years. While the Company has secured a $2,000,000 "key man" life
insurance policy on the life of Mr. Burns, should the Company be deprived of
the services of Mr. Burns for any period of time, its business and prospects
would be adversely affected. In addition, the loss of the services of any
other personnel could materially and adversely affect the Company. Further, in
order to successfully implement and manage its business plan, the Company will
be dependent upon, among other things, successfully recruiting qualified
managerial and sales personnel having experience in business activities such as
those contemplated by the Company. Competition for the type of qualified
individuals sought by the Company is intense. There can be no assurance that
the Company will be able to retain existing employees or that it will be able
to find, attract and retain qualified personnel on acceptable terms.

12. Significant Management Holdings. Management currently owns
approximately 29% of the issued and outstanding shares of Common Stock.
Management thus exerts significant influence over the affairs of the Company.
See "Principal Shareholders."

13. Government Regulation. Telecommunication companies are subject to
regulation by state public utility commissions, the Federal Communications
Commission (the "FCC") and other regulatory

14
<PAGE> 17

authorities. The sale of telecommunications equipment, such as the Telechips
Access, is regulated in the United States and in many countries, primarily to
ensure compliance with federal technical standards for interconnection,
radiation emissions and non-interference (i.e. type acceptance of a particular
product). In addition, any terminal equipment, such as the Telechips Access,
connected to a public telephone network is required to be registered with the
FCC. The Company may also be subject to further federal and state regulation in
the future, as well as court challenges. The Company has obtained a Part 15
Class B Certificate and Part 68 Certificate from an FCC-certified laboratory
that the Telechips Access Series 3000 meets certain radiation emission
standards and that the Telechips Access Series 3000 is compatible with existing
connection protocols. However, federal and state regulations of
telecommunications companies and equipment are subject to future change. The
Company cannot predict what impact, if any, such changes might have on its
business. Introduction of the Company's products into foreign markets will
likely require compliance with federal export regulations and may require
compliance with foreign laws and regulations.

14. Elimination of Liability of Directors and Officers. The Company's
Articles of Incorporation eliminates the liability of a director or officer of
the Company for monetary damages for breach of fiduciary duty as a director,
subject to certain exceptions. The foregoing provision may reduce the
likelihood of derivative litigation against directors and may discourage or
deter shareholders or management from suing directors for breaches of their
duty of care, even though such an action, if successful, might otherwise
benefit the Company and its shareholders.

15. Possible Volatility of Market Price. The market price of the
Common Stock may be highly volatile as has been the case with the securities of
other small capitalization companies. Factors such as the Company's financial
results, new product introductions and the technological advances and various
factors affecting the telephony industry generally, may have a significant
impact on the market price of the Company's securities. Additionally, in recent
years, the securities markets have experienced a high level of price and volume
volatility and the market prices of securities for many companies, particularly
small capitalization companies, have experienced wide fluctuations which have
not necessarily been related to the operating performances or underlying asset
values of such companies.

16. Possible Delisting of Securities from Nasdaq System; Disclosure
Relating to Low-Priced Stocks. The Company's Common Stock is quoted on the
Nasdaq SmallCap Market. However, in order to continue to be included in
Nasdaq, a company must maintain $2,000,000 in total assets, a $200,000 market
value of the public float and $1,000,000 in total capital and surplus. In
addition, continued inclusion requires two market makers and a minimum bid
price of $1.00 per share; provided, however, that if a company falls below such
minimum bid price, it will remain eligible for continued inclusion in Nasdaq if
the market value of the public float is at least $1,000,000 and the Company has
$2,000,000 in capital and surplus. Failure to meet these maintenance criteria
in the future may result in the delisting of the Company's securities from
Nasdaq and trading, in the Company's securities would thereafter be conducted
in the non-Nasdaq over-the-counter market. As a result of such delisting, an
investor may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities. In addition,
if the Common Stock or Public Warrants were delisted from trading on Nasdaq and
the trading price of the Common Stock was less than $5.00 per share, trading in
the Common Stock and Public Warrants would also be subject to certain rules
promulgated under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-Nasdaq equity security that has a market price
of less than $5.00 per share, subject to certain exceptions). Such rules
require the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated therewith,
and impose various sales practice requirements on broker-dealers who sell penny
stock to persons other

15
<PAGE> 18

than established customers and accredited investors (generally institutions).
For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transactions prior to sale. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in the Common Stock and Public Warrants, which
could severely limit the market liquidity of the Common Stock and Warrants and
the ability of purchasers in this Offering to sell the Common Stock in the
secondary market.

17. Release of Escrow Shares Will Result in Charges to Earnings.
Based on generally accepted accounting principles, the release of 241,300
shares of Common Stock currently held in escrow will likely be deemed
compensatory and, accordingly, will result in substantial charges to earnings
equal to the fair market value of the escrowed shares as of the date on which
they are released. Such charges could substantially increase the loss or
reduce or eliminate the Company's net income, if any, for financial reporting
purposes for the periods in which the escrowed shares are released or are
probable of being released. Such shares are subject to release on the Company
meeting the following conditions:

(i) If the Company's net income in any one of the fiscal years ending
December 31, 1996, December 31, 1997 or December 31, 1998, after
provision for income taxes and exclusive of any extraordinary
earnings or charges to income resulting from the release of the Escrow
Shares (as derived from the Company's financial statements audited by
the Company's independent certified public accountants) amounts to at
least $2,500,000 for the fiscal year ending December 31, 1996;
$3,500,000 for the fiscal year ending December 31, 1997 or $4,500,000
for the fiscal year ending December 31, 1998;

(ii) If the Company is sold in a private sale at a price which, after
giving effect to the release of such shares, results in the payment on
the Common Stock of at least $18 per share in 1996 or 1997, or $24 per
share in 1998 (the "Minimum Price"), then so much of the Common Stock
held in escrow as is required to provide for the sale of all shares of
Common Stock at a price at least equal to the Minimum Price per share
shall be released prior to the sale and sold; or

(iii) If, for any period of thirty (30) consecutive trading days, the
average bid price of the Common Stock on Nasdaq equals or exceeds (i)
$10 during the period beginning with the effective date of this
Prospectus and ending December 31, 1996, (ii) $15 during the Company's
fiscal year ending December 31, 1997 or (iii) $20 during the Company's
fiscal year ending December 31, 1998.

18. Options and Warrants. As of the date of this Offering, the
Company had 323,596 shares of Common Stock reserved for issuance upon the
exercise of outstanding options and 2,803,406 shares of Common Stock reserved
for issuance upon exercise of outstanding warrants. To the extent that such
stock options and warrants are exercised, dilution to the interests of the
Company's shareholders may occur. Moreover, the terms upon which the Company
will be able to obtain additional equity capital may be adversely affected
since the holders of the options can be expected to exercise them at a time
when the Company would, in all likelihood, be able to obtain any needed capital
on terms more favorable to the Company than those provided in the options. In
addition, the holders of the outstanding options and warrants have certain
registration rights relating to the shares of Common Stock issuable upon the
exercise thereof, the exercise of which may involve substantial expense to the
Company.

16
<PAGE> 19

19. Shares Eligible for Future Sale. The Company has 4,216,606
shares of Common Stock outstanding (including 241,300 shares held in escrow).
In addition to the 1,800,880 Shares registered hereby (including 828,426 Shares
issuable upon exercise of Warrants and Options), 1,840,000 shares of Common
Stock are freely tradeable without restriction or further registration under
the Securities Act. All of the remaining 1,404,152 shares of Common Stock
outstanding are "restricted securities," as that term is defined in Rule 144
promulgated under the Securities Act, and in the future may only be sold
pursuant to a registration statement under the Securities Act, in compliance
with the exemption provisions of Rule 144 or pursuant to another exemption
under the Securities Act. Of the 1,404,152 restricted shares, an aggregate of
265,430 shares are currently eligible for sale, without registration, under
Rule 144 (subject in certain cases to the volume limitations prescribed by such
rule and to the contractual restrictions described below). An additional
24,130 shares held in escrow would be available for sale under Rule 144 if
released from escrow. The balance of such restricted shares will become so
eligible at various times hereafter upon termination of the lock-up agreements
referred to below, subject to restrictions imposed by Rule 144, restrictions on
sales by affiliates and transfer restrictions of certain shares held in escrow.
All of the Company's officers, directors and employees and certain investors
have agreed not to sell or otherwise dispose of any securities of the Company
(except for any securities purchased by such persons in the public market)
without the consent of Whale for a period of 18 months from October 16, 1995,
provided that beginning 12 months from October 16, 1995, such persons may sell
or otherwise dispose of up to one-half of the securities owned by such persons
without the consent of Whale consistent with the volume and other sales
limitations imposed upon unregistered and "restricted" securities by Rule 144
without regard to the two-year holding period referred to in Rule 144. NSC has
agreed not to sell or otherwise dispose of any securities of the Company
(except for any securities purchased by NSC in the public market) without the
consent of Whale for a period of 13 months from October 16, 1995, and
thereafter may not sell more than 10,054 shares of Common Stock per quarter
without the consent of Whale.

In addition, the Company has reserved for issuance 2,803,406 shares
for issuance upon exercise of outstanding warrants; (ii) 323,596 shares for
issuance upon the exercise of outstanding stock options, and (iii) 1,396,000
shares reserved for issuance on the conversion of the Preferred Shares (based
on an assumed conversion price of $3.00 per share). Of such shares, all of the
shares issuable on the exercise of warrants and 50,000 shares issuable on
exercise of options are being registered hereby or have been registered for
resale under the Securities Act and may be freely traded into the market if
issued. The shares issuable on conversion of the Preferred Shares will be
issued under Regulation S and may be traded in the public market subject to
compliance with Regulation S.

No prediction can be made as to the effect, if any, that sales of
Common Stock or the availability of such shares for sale will have on the
market prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and the Public
Warrants and could impair the Company's ability to raise capital through the
sale of its equity securities.

17
<PAGE> 20
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares
of Common Stock by the Selling Securityholders. If the holders exercise the
Warrants or Options for cash to acquire all the Warrant Shares and Options
Shares, the Company will receive aggregate gross proceeds of approximately
$2,150,000 at the respective current exercise prices which will be used as
unallocated working capital. Certain of the Warrants have cashless exercise
features which, if utilized, will result in no proceeds to the Company upon
exercise of such Warrants. The Company has agreed to pay certain expenses in
connection with this Offering, currently estimated to be approximately $30,000.

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<PAGE> 21

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "TCHP." The table below sets forth the range of high and low
closing prices for the Common Stock as reported by Nasdaq in each completed
quarter during the Company's two most recently completed fiscal years, each
completed quarter during the current fiscal year and a portion of the current
quarter.

COMMON STOCK
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1995
Fourth Quarter (from October 16) . . . . . . . . . . . . . $6 7/8 $4 3/8

1996
First Quarter . . . . . . . . . . . . . . . . . . . . . . 7 3/8 5
Second Quarter . . . . . . . . . . . . . . . . . . . . . . 6 1/4 4 9/16
Third Quarter . . . . . . . . . . . . . . . . . . . . . . 4 5/8 1 5/8
Fourth Quarter (through October 11) . . . . . . . . . . . 2 3/8 1 7/8
</TABLE>

On October 11, 1996 the closing price of the Common Stock as reported by
Nasdaq was $2.1875 per share. At October 11, 1996, the Company had
approximately 121 shareholders of record and estimates that it had
approximately 978 beneficial owners.

SELLING SECURITYHOLDERS

The following table sets forth information as of October 11, 1996 (the
"Reference Date") with respect to the beneficial ownership of shares of Common
Stock by each of the Selling Securityholders. At the Reference Date there were
4,216,606 shares of Common Stock outstanding.

19
<PAGE> 22

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING(1) SHARES TO BE OFFERING(1)
------------------- SOLD -------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT IN OFFERING NUMBER PERCENT
------------------------ ---------- ------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C>
J. Morton Davis . . . . . . . . . . . . . . . 17,193(3) * 17,193 - *
D.H. Blair Investment Banking Corp. . . . . . 17,192(9) * 17,192 - *
Edwin J. Cross, Jr. . . . . . . . . . . . . . 16,088 * 16,088 - *
Colon H. Smith . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Lawrence Krulik . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Montparnasse 56 S.A. . . . . . . . . . . . . 16,088 * 16,088 - *
Alan J. Rubin . . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Russell Penn Truitt . . . . . . . . . . . . . 16,088 * 16,088 - *
Lawrence H. Hyde . . . . . . . . . . . . . . 16,088 * 16,088 - *
Terry Sports, Inc. . . . . . . . . . . . . . 16,088 * 16,088 - *
Sidney W. Davidson, Jr . . . . . . . . . . . 16,088 * 16,088 - *
Tim Kenison . . . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Douglas Horn and Ralph Horn . . . . . . . . . 16,088(10) * 16,088 - *
Andre V. Duggin . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Joel D. Fedder . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Edgar G. Rios . . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Anthony Welters . . . . . . . . . . . . . . . 16,088 * 16,088 - *
Stanley Hoffman Profit Share Plan . . . . . . 16,087 * 16,087 - *
Daniel Mulhaney . . . . . . . . . . . . . . . 16,087 * 16,087 - *
Joan Brout . . . . . . . . . . . . . . . . . 16,087(3) * 16,087 - *
Turania Establishment . . . . . . . . . . . . 16,087(3) * 16,087 - *
Jeff Berns . . . . . . . . . . . . . . . . . 15,773(3) * 15,773 - *
Martin A. Bell . . . . . . . . . . . . . . . 14,840(3) * 14,840 - *
MWW/Strategic Communications, Inc. . . . . . 13,200(11) * 13,200 - *
Gulf Stream Asset Management Corp. Ret. Trust 13,044 * 8,044 5,000 *
Marque of Distinction, Inc. Ret. Trust . . . 13,044 * 8,044 5,000 *
Alan S. Abrams . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Bruce W. Bennett . . . . . . . . . . . . . . 8,044 * 8,044 - *
Diana Knowles Cashen . . . . . . . . . . . . 8,044 * 8,044 - *
Gordon B. Hall, Jr. . . . . . . . . . . . . . 8,044 * 8,044 - *
Diana James . . . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Melvin Paradise . . . . . . . . . . . . . . . 8,044 * 8,044 - *
John F. Walsh . . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Lamar O. Wells . . . . . . . . . . . . . . . 8,044 * 8,044 - *
William A. Zarrella . . . . . . . . . . . . . 8,044 * 8,044 - *
Alan G. Chynowet . . . . . . . . . . . . . . 8,044 * 8,044 - *
Dr. Richard H. Kaldor . . . . . . . . . . . . 8,044 * 8,044 - *
Anne M. Charron . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Stuart Gruber . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Perry M. Berke . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Burton I. Weinstein . . . . . . . . . . . . . 8,044 * 8,044 - *
Edward J. Farrell . . . . . . . . . . . . . . 8,044 * 8,044 - *
Michael Silver and Lori Silver . . . . . . . 8,044(10) * 8,044 - *
Fred Winston . . . . . . . . . . . . . . . . 8,044 * 8,044 - *
Gerald M. Farley and Lisa L. Farley . . . . . 8,044 * 8,044 - *
Daniel J. Loconti . . . . . . . . . . . . . . 8,044 * 8,044 - *
</TABLE>

20
<PAGE> 23

- ---------------
* Represents less than 1%.

(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. A person is deemed
to be the beneficial holder of securities that can be acquired by such
person currently or within 60 days Reference Date upon the exercise of
warrants or options. Each beneficial owner's percentage ownership is
determined by assuming that options or warrants that are held by such
person (but not those held by any other person) and which are
exercisable currently or within 60 days following the Reference Date
have been exercised.

(2) The percentages owned are based on a total of 4,216,606 shares of
Common Stock outstanding on the Reference Date and assumes no exercise
of Warrants or Options. Shares owned prior to the Offering are the
number of shares owned upon commencement of the Offering. Shares owned
after the Offering include shares acquired subsequent to commencement
of the Offering.

21
<PAGE> 24

(3) Consists of shares underlying Warrants that are exercisable currently
or within 60 days following the Reference Date.

(4) Third World Investments, Ltd., acted as a placement agent in connection
with the sale of the Preferred Shares. See "Certain Relationships and
Related Transactions."

(5) Includes 20,108 shares underlying Warrants that are exercisable
currently within 60 days from the Reference Date.

(6) Includes 16,087 shares held by the Stanley D. Hoffman Profit Sharing
Plan of which Mr. Hoffman is a Trustee.

(7) Howard W. Phillips is a director of the Company. Includes (i) 44,986
shares underlying Warrants that are exercisable currently or within
60 days following the Reference Date and (ii) 30,000 shares of Common
Stock held in escrow.

(8) Consists of shares underlying Options that are exercisable currently or
within 60 days following the Reference Date.

(9) D. H. Blair Investment Corp. has acted as placement agent with respect
to certain private placements of the Company's securities. See
"Certain Relationships and Transactions."

(10) Shares held jointly by the persons listed.

(11) Includes 6,000 shares underlying stock options that are exercisable
currently or within 60 days following the Reference Date.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Set forth below is certain information regarding certain relationships
and transactions between the Selling Securityholders and the Company.

On October 11, 1996, the Company granted to Bruce Chatterley, Howard
Phillips, Richard Wolf and Frank Vigilante, each a nonemployee Director of the
Company, options to purchase an aggregate of 105,000 shares of Common Stock at
$2.1875 per share (the "New Directors Options"). The New Directors Options
were exercised by the optionees effective October 11, 1996, by delivery to the
Company of the optionees 10-year non-recourse promissory notes secured by the
shares issued.

On May 4, 1995, the Company granted to C.A. Burns, Hans Junker, Calvin
DeCoursey and Randall Pinato, each an executive officer of the Company, options
to purchase an aggregate of 557,300 shares of Common Stock at $5.10 per share
(the "Founders Options"). The Founders Options were exercised by the optionees
effective as of October 16, 1995, by delivery to the Company of the optionee's
10-year non-recourse promissory note secured by the shares issued. Options to
purchase an aggregate of 30,000 shares on such terms were granted to and
exercised by Howard W. Phillips, a non-employee director of the Company, and
Richard E. Salwen, a former non-employee director of the Company, on July 17,
1995 (the "Directors Options"). The Directors Options were exercised by the
optionees as of October 16, 1995, by delivery to the Company of the optionee's
10-year non-recourse promissory note secured by the shares issued.

22
<PAGE> 25

The Company paid to D.H. Blair in connection with the Private
Placement and a 1994 note financing an aggregate of $330,000 and issued to D.H.
Blair and its designees warrants to purchase up to an aggregate of 304,038
shares of Common Stock. Howard Phillips, a director of the Company, was
Director of Corporate Finance of D.H. Blair until August 1995.

Initial development work on the Telechips Access began in 1991 and was
the result of a research and development agreement between the Company and
National Semiconductor Corporation ("NSC"). From May 1991 through July 1992,
C.A. Burns, the Company's founder and principal stockholder, performed all
contract obligations, paid all costs and received an aggregate of $697,000 as a
consultant to the Company. From August 1992 through February 1994, the Company
performed all obligations and paid all costs and received $1,956,000 in
contract revenue from NSC and debt financing of $750,000. The contract with
NSC terminated in February 1994. Pursuant to an agreement dated March 1994, as
restated August 31, 1994 and amended September 20, 1994, the Company obtained
from NSC a worldwide, perpetual, fully-paid, royalty-free and non-exclusive
license to NSC's portion of the intellectual property incorporated in the
Telechips Access hardware. In exchange for the license and NSC's agreement to
cancel $500,000 of such debt, the Company issued to NSC warrants (the "NSC
Warrants") to purchase up to 20,108 shares of Common Stock and agreed to issue
to NSC 229,306 shares of the Company's Common Stock. Of the $750,000
indebtedness, $500,000 was canceled upon the issuance of the NSC Shares and
$250,000 was paid from the proceeds of the IPO. NSC has agreed not to
manufacture or sell products incorporating such technology through March 31,
1997.

D.H. Blair acted as placement agent for both the 1994 Note financing
and the Private Placement. In connection with the sale of 4,188 Preferred
Shares, the Company issued to Third World Investments, Ltd., as Placement Agent,
Common Stock Purchase Warrants to purchase 400,000 shares of Common Stock at an
exercise price of $2.25 per share, as adjusted.

With respect to each transaction between the Company and an affiliate
of the Company or a Selling Securityholder, the Company believes that such
transactions were on terms at least as favorable to the Company as they would
have been had they been consummated with

23
<PAGE> 26

unrelated third parties. The Board of Directors has adopted a policy that, in
the future, prior to entering into any transaction with a related party, a
similar determination must be made with respect to such transaction by a
majority of the Company's disinterested directors or shareholders.

PLAN OF DISTRIBUTION

The Shares may be offered and sold from time to time as market
conditions permit in the over-the-counter market, or otherwise, at prices and
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which a broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchases; and (d)
face-to-face transactions between sellers and purchaser without a broker or
dealer. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Securityholders in amounts to be negotiated. Such brokers, dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with such sales. From
time to time, one or more of the Selling Securityholders named herein may
pledge, hypothecate or grant a security interest in some or all of the Selling
Securityholders' Shares owned by them, and the pledgees, secured parties or
persons to whom such securities have been hypothecated shall, upon foreclosure
in the event of default, be deemed to be Selling Securityholders for purposes
hereof. In addition, any securities covered by this Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act might be sold under Rule
144 rather than pursuant to this Prospectus.

LEGAL MATTERS

The legality of the securities offered by this Prospectus will be
passed upon for the Company by Graham & James LLP, Sacramento, California.
Certain partners of Graham & James LLP own an aggregate of 1,300 shares of
Common Stock and 1,300 Public Warrants.

EXPERTS

The balance sheets of the Company as of December 31, 1995 and December
31, 1994 and the statements of operations, shareholders' equity (deficit) and
cash flows for the years then ended and for the period from inception (January
7, 1991) to December 31, 1995, incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the report, which includes an
explanatory paragraph related to the Company's ability to continue as a going
concern, of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in auditing and accounting.

24
<PAGE> 27

No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any Selling
Securityholder. This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the shares of Common
Stock offered by this Prospectus, nor does it constitute an offer to sell or a
solicitation of any offer to buy the shares of Common Stock by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.

1,800,880
Shares

TELECHIPS CORPORATION

Common Stock

______________

PROSPECTUS
______________
<PAGE> 28

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the issuance and distribution of the securities being registered
hereunder. All of the amounts shown are estimates (except for the SEC
registration fee).

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . 1,418
Printing fees and expenses . . . . . . . . . 5,000
Legal fees and expenses . . . . . . . . . . . 15,000
Blue Sky fees and expenses . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . 3,582
----------------------------------------------------
TOTAL . . . . . . . . . . . . . . . . . . . . 30,000
</TABLE>

None of these expenses will be paid by the Selling Securityholders
pursuant to the terms of the agreements under which the shares of Common Stock
to be sold hereby were issued.

Item 15. Indemnification of Directors and Officers

The Articles of the Company provide that a director or officer
of the Company shall not be personally liable to the Company or its
stockholders for damages for any breach of fiduciary duty as a director of
officer, except for liability for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of distributions in violation of NRS 78.300. In addition, NRS 78.757
and Article VI of the Bylaws of the Company, under certain circumstances,
provide for the indemnification of officers, directors and former officers and
directors, or any person who may have served at the request of the Board of
Directors as a director of another corporation in which the Company owns shares
or of which the Company is a creditor of the Company ("Indemnitees") against
expenses which they may incur in such capacities in connection with the defense
of any action, suit or proceeding in which they or any of them, are made
parties, or a party; except, in relation to matters as to which any Indemnitee
in such action, suit or proceeding is found to be liable for negligence or
misconduct, in the performance of the Indemnitees duty. Such indemnification
under the Bylaws is not deemed exclusive of any other rights to which those
indemnified thereby.

II-1
<PAGE> 29

Item 16. Exhibits

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Articles of Incorporation of the Registrant as amended
on October 20, 1994; March 30, 1994, April 7, 1994,
August 21, 1995 and October 17, 1996 (incorporated by
reference to the Registrant's quarterly report filed
on Form 10-QSB for quarterly period ending September
30, 1995, filed with the Commission on December 1, 1995).

4.2 Bylaws of the Registrant, as amended.

4.3 Form of specimen certificate of Common Stock
(incorporated by reference to the Registrant's
Registration Statement on Form SB-2 (Registration No.
33-9664-LA) filed with the Commission on September 6,
1996 (the "Registration Statement")).

4.4 Form of Stock Purchase Warrant issued to certain
Selling Securityholders.

4.5 Form of Redeemable Warrant to Purchase Common Stock
of Telechips Corporation issued to certain Selling
Securityholders.

4.6 Form of Subscription and Stock Purchase Agreement
between the Registrant and certain Selling Security.

4.7 Form of Stock Purchase Warrant to Purchase Series A
Common Stock of Telechips Corporation between the
Registrant and certain Selling Stockholders.

4.8 Form of Warrant for the Purchase of Shares of Series A
10% Convertible Redeemable Preferred Stock between the
Registrant and certain Selling Securityholders.

4.9 Warrant to Purchase Series A Common Stock of Telechips
Corporation issued to National Semiconductor
Corporation, dated August 31, 1996 (incorporated by
reference to the Registration Statement).*

4.10 Registration Rights Agreement between the Registrant
and MWW/Strategic Communication, Inc. dated October
15, 1996.

4.11 Warrant for the Purchase of Shares of Common Stock
issued to Third World Investments, Ltd., dated August
27, 1996.

4.12 Option to Purchase Common Stock issued to Coastline
Financial Group, Inc.*
</TABLE>

II-2
<PAGE> 30
<TABLE>
<S> <C>
5.1 Opinion of Graham & James LLP, counsel to the
Registrant, regarding the legality of the securities
offered hereby.*

10.1 Consulting Agreement between the Registrant and
Coastline Financial Group, Inc., dated October 3,
1996.*

23.1 Consent of Graham & James LLP (Contained in Exhibit
5.1.)*

23.2 Consent of Coopers & Lybrand L.L.P.

24.1 Powers of Attorney (Contained in the Signature Page to
this Registration Statement, Page II-4).

- ----------------
* To Be Filed By Amendment.
</TABLE>

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information with respect to the plan of
distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 31
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Reno, State of Nevada on October 17, 1996.

TELECHIPS CORPORATION

By: /S/ C.A. BURNS
----------------------------------
C.A. Burns,
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints, jointly and severally, C.A.
Burns and Nelson B. Caldwell, and each of them, attorneys-in-fact for the
undersigned, each with the power of substitution, for the undersigned in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming that each
of said attorneys-in-fact or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<S> <C>
Dated: October 17, 1996 /S/ C.A. BURNS
--------------------------------------
C.A. Burns, President and Chief
Executive Officer and Chairman
of the Board of Directors
(Principal Executive Officer)

Dated: October 17, 1996 /S/ RANDALL PINATO
--------------------------------------
Randall Pinato, Director and
Vice President -- Marketing and Sales

Dated: October 17, 1996 /S/ BRUCE CHATTERLEY
--------------------------------------
Bruce Chatterley, Director

Dated: October __, 1996
--------------------------------------
Howard W. Phillips, Director

Dated: October 17, 1996 /S/ FRANK S. VIGILANTE
--------------------------------------
Frank S. Vigilante, Director

Dated: October 17, 1996 /s/ RICHARD M. WOLF
--------------------------------------
Richard M. Wolf, Director

Dated: October 17, 1996 /S/ NELSON B. CALDWELL
--------------------------------------
Nelson B. Caldwell, Vice President --
Finance and Secretary (Principal
Financial Officer; Principal Accounting Officer)
</TABLE>
<PAGE> 32

INDEX TO EXHIBITS

Exhibit Description of Exhibit
Number

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Articles of Incorporation of the Registrant as amended
on October 20, 1994; March 30, 1994, April 7, 1994,
August 21, 1995 and October 17, 1996 (incorporated by
reference to Exhibit 3.1 of the Registrant's quarterly
report filed on Form 10-QSB for quarterly period
ending September 30, 1995, filed with the Commission
on December 1, 1995).

4.2 Bylaws of the Registrant, as amended.

4.3 Form of specimen certificate of Common Stock
(incorporated by reference to the Registrant's
Registration Statement on Form SB-2 (Registration No.
33-9664-LA) Filed with the Commission on September 6,
1996 (the "Registration Statement").

4.4 Form of Stock Purchase Warrant issued to certain
Selling Securityholders.

4.5 Form of Redeemable Warrant to Purchase Common Stock of
Telechips Corporation issued to certain Selling
Securityholders.

4.6 Form of Subscription and Stock Purchase Agreement
between the Registrant and certain Selling
Securityholders.

4.7 Form of Stock Purchase Warrant to Purchase Series A
Common Stock of Telechips Corporation issued to
certain Selling Stockholders.

4.8 Form of Warrant for the Purchase of Shares of Series A
10% Convertible Redeemable Preferred Stock issued to
certain Selling Securityholders.

4.9 Warrant to Purchase Series A Common Stock of Telechips
Corporation issued to National Semiconductor
Corporation, dated August 31, 1996 (incorporated by
reference to the Registration Statement).*

4.10 Registration Rights Agreement between the Registrant
and MWW/Strategic Communication, Inc., dated October
15, 1996.

4.11 Warrant for the Purchase of Shares of Common Stock
issued to Third World Investments, Ltd., dated August
27, 1996.

4.12 Option to Purchase Common Stock issued to Coastline
Financial Group, Inc.*

5.1 Opinion of Graham & James LLP, counsel to the
Registrant, regarding the legality of the securities
offered hereby.*

10.1 Consulting Agreement between the Registrant and
Coastline Financial Group, Inc., dated October 3,
1996.*

23.1 Consent of Graham & James LLP (Contained in Exhibit
5.1.)*
</TABLE>

<PAGE> 33

<TABLE>
<S> <C>
23.2 Consent of Coopers & Lybrand L.L.P.

24.1 Powers of Attorney (Contained in the Signature Page to
this Registration Statement, Page II-4).
</TABLE>
- -----------
* To be filed by Amendment.

<PAGE> 1

BYLAWS

TELECHIPS CORPORATION

ARTICLE I - SHAREHOLDERS

1.01 ANNUAL MEETING. Unless the Board of Directors or the
President of the corporation selects a different time or date, the annual
meeting of the shareholders shall be held at 11:00 a.m., Pacific Standard time
on the next to the last Wednesday of May each year. The annual meeting shall
be for the purpose of electing a Board of Directors and transacting such other
business as may properly be brought before the meeting.

1.02 SPECIAL MEETING. Special meetings of shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, the
President or the holders of shares entitled to cast not less than one-tenth
(1/10) of the votes at the meeting.

1.03 PLACE. Meetings of shareholders shall be held at the
principal executive office of the corporation or at any other place, within or
without Nevada, which may be designated by the Board of Directors.

1.04 NOTICE.

(a) Annual and Special Meetings. A written notice of
each meeting of shareholders shall be given not more than sixty (60) days and,
except as provided below, not less than ten (10) days before the date of the
meeting to each shareholder entitled to vote at the meeting. The notice shall
state the place, date and hour of the meeting and, if directors are to be
elected at the meeting, the names of the nominees intended to be presented by
management for election. The notice shall also state (i) in the case of an
annual meeting, those matters which the Board of Directors intends to present
for action by the shareholders, and (ii) in the case of a special meeting, the
general nature of the business to be transacted. Notice shall be delivered
personally, by mail or other means addressed to the shareholder at the address
of such shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice or as otherwise
provided by law. Upon written request to the chairman of the Board, the
President, the Secretary or any Vice President of the corporation by any person
(but not the Board of Directors) entitled to call a special meeting of the
shareholders, the person receiving such request shall cause a notice to be
given to the shareholders entitled to vote that a meeting will be held at a
time requested by the person calling the meeting not less than thirty-five (35)
nor more than sixty (60) days after the receipt of
<PAGE> 2
the request.

(b) Adjourned Meetings. Notice of an adjourned meeting
need not be given if (i) the meeting is adjourned for forty-five (45) days or
less, (ii) the time and place of the adjourned meeting are announced at the
meeting at which the adjournment is taken and (iii) no new record date is fixed
for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be
given as in the case of an original meeting.

1.05 RECORD DATE. The Board of Directors may fix in advance a
record date for the determination of the shareholders entitled to notice of any
meeting to vote, to receive payment of any dividend or other distribution or
allotment or rights or to exercise any rights. Such record date shall not be
more than sixty (60) nor less than ten (10) days prior to the date of the
meeting or more than sixty (60) days prior to such other action. Except as
provided by law, when a record date is so fixed, only shareholders on the record
date are entitled to notice and to vote, to receive the dividend, distribution
or allotment of rights or exercise rights, as the case may be, notwithstanding
any transfer of shares on the books of the corporation after the record date.
Except as otherwise provided by law, the corporation shall be entitled to treat
the holder of record of any shares as the holder in fact of such shares and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not the corporation
shall have the express or other notice of such claim or interest. A
determination of shareholders of record entitled to notice or to vote at a
meeting of shareholders apply to any adjournment of the meeting unless the Board
of Directors fixes a new record date. The Board of Directors shall fix a new
record date if the adjourned meeting takes place more than forty-five (45) days
from the date set for the original meeting.

1.06 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of
any meeting of shareholders, however called and noticed and wherever held, are
as valid as though had a meeting duly held after regular call and notice if a
quorum is present in person or by proxy and if, either before or after the
meeting, each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the
holding of the meeting or an approval of the minutes of the meeting. For such
purposes, a shareholder shall not be considered present at a meeting if, at the
beginning of the meeting, the shareholder objects to the transaction of any
business because the meeting was not properly called or convened or, with
respect to the consideration of a matter required to be included in the notice
for the meeting which was not so included, the shareholder expressly objects to
such consideration at the meeting.

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<PAGE> 3
1.07 QUORUM AND REQUIRED VOTE. A majority of the shares entitled
to vote represented in person or by proxy, constitutes a quorum for the
transaction of business. No business may be transacted at a meeting in the
absence of a quorum other than the adjournment of such meeting, except that if
a quorum is present at the commencement of a meeting, business may be
transacted until the meeting is adjourned even though the withdrawal of
shareholders results in less than a quorum. If a quorum is present at a
meeting, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders
unless the vote of a larger number is required by law or the Articles of
Incorporation. If a quorum is present at the commencement of a meeting but the
withdrawal of shareholders results in less than a quorum, the affirmative vote
of the majority of shares required to constitute a quorum shall be the act of
the shareholders unless the vote of a larger number is required by law or the
Articles of Incorporation. Any meeting of shareholders whether or not a quorum
is present, may be adjourned by the vote of a majority of the shares
represented at the meeting.

1.08 PROXIES. A shareholder may be represented at any meeting of
shareholders by a written proxy signed by the person entitled to vote or by
such person's duly authorized attorney-in-fact. A proxy must bear a date
within six (6) months prior to the meeting, unless the proxy specifies a
different length of time which in no case should exceed seven (7) years. A
revocable proxy is revoked by a writing delivered to the Secretary of the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

1.09 VOTING. Except as provided below or as otherwise provided by
the Articles of Incorporation or by law, a shareholder shall be entitled to one
vote for each share held of record on the record date fixed for the
determination of the shareholders entitled to vote at a meeting or, if no such
date is fixed, the date determined in accordance with law. Upon the demand of
any shareholder made at a meeting before the voting begins, the election of
directors shall be by ballot.

1.10 ACTION WITHOUT MEETING. Except as provided below or by the
Articles of Incorporation, any action which may be taken at any meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote on such action were present and voted. Unless the
consents of all shareholders entitled to vote have been solicited in writing,
the corporation shall give, to those shareholders entitled to vote who have not
consented in writing, a written

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<PAGE> 4
notice of (i) any shareholder approval obtained without a meeting pursuant to
those provisions of the Nevada General Corporation Law at least ten (10) days
before the consummation of the action authorized by such approval and (ii) the
taking of any other action approved by shareholder without a meeting, which
notice shall be given promptly after such action is taken.

1.11 LOST STOCK CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The Corporation
may, at its discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating such certificate
was lost, stolen or destroyed or to give the corporation a bond or other
security sufficient to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft
or destruction or the issuance of a new certificate.

1.12 CERTIFICATES FOR SHARES. Certificates for shares shall be of
such form and device as the Board of Directors may designate and shall state the
name of the record holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a statement of the
rights, privileges, preferences and restrictions, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In
case any Officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on a certificate shall have ceased to be
that Officer, transfer agent, or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that person were
an Officer, transfer agent, or registrar at the date of issue.

1.15 TRANSFER ON THE BOOKS. Upon surrender to the Secretary or
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled

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<PAGE> 5
thereto, cancel the old certificate and record the transaction upon its books.

1.16 LEGEND CONDITION. In the event any shares of this corporation
are issued pursuant to a permit or exemption therefrom requiring the imposition
of a legend condition, the person or persons issuing or transferring said
shares shall make sure said legend appears on the certificate and shall not be
required to transfer any shares free of such legend unless an amendment to such
permit or a new permit be first issued so authorizing such a deletion.

ARTICLE II - BOARD OF DIRECTORS

2.01 NUMBER. The number of directors of this corporation shall
consist of no less than Four (4) nor more than Seven (7), the specific number
thereof to be determined by the corporation's Board of Directors, until such
number is changed by an amendment of the Articles of Incorporation or this
Bylaw.

2.02 POWERS. Subject to the limitations imposed by law or contained
in the Articles of Incorporation, the business and affairs of corporation shall
be managed and all corporate powers shall be exercised by or under the ultimate
direction of the Board of Directors.

2.03 ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting
of shareholders, directors shall be elected to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which the director was
elected and until a successor has been elected. The Board of Directors may
declare vacant the office of a director who has been declared to be of unsound
mind by court order or convicted of a felony. Vacancies on the board of
Directors not caused by removal may be filled by a majority of the directors
then in office, regardless of whether they constitute a quorum, or by the sole
remaining director. The shareholders may elect a director at any time to fill
any vacancy not filled, or which cannot be filled, by the Board of Directors.

2.04 REMOVAL. Except as described below, any or all of the directors
may be removed without cause if such removal is approved by the affirmative
vote of two-thirds of the outstanding shares entitled to vote. Unless the
entire Board of Directors is so removed, no director may be removed if (i) the
votes cast against removal, or not consenting in writing to such removal, would
be sufficient to elect such director if voted cumulatively at an election at
which the same total number of votes were cast or, if such action is taken by
written consent, all shares entitled to vote were voted and (ii) the entire
number of directors authorized at the time of the director's most recent
election were then being

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<PAGE> 6
elected.

2.05 RESIGNATION. Any director may resign by giving written notice
to the Chairman of the Board, the President, the Secretary or the Board of
Directors. Such resignation shall be effective when given unless the notice
specifies a later time. The resignation shall be effective regardless of
whether it is accepted by the corporation.

2.06 COMPENSATION. If the Board of Directors so resolves, the
directors, including the Chairman of the Board, shall receive compensation and
expenses of attendance for meetings of the Board of Directors and of committees
of the Board. Nothing herein shall preclude any director from serving the
corporation in another capacity and receiving compensation for such services.

2.07 COMMITTEES. The Board of Directors may, by resolution adopted
by the majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by the resolution of the Board of
Directors, a committee may exercise all of the authority of the Board to the
extent permitted by the Nevada General Corporation Law.

2.08 INSPECTION OF RECORDS AND PROPERTIES. Each director may
inspect all books, records, documents and physical properties of the
corporation and its subsidiaries at any reasonable time. Inspections are to be
made either by the director or the director's agent or attorney. The right of
inspection includes the right to copy and make extracts.

2.09 TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. The Board
shall hold meetings during the corporation's fiscal year as necessary to handle
the business of the Corporation. A meeting shall take place immediately
following the annual meeting of shareholders. All meetings of directors shall
be held at the principal executive office of the Corporation or at such other
place, within or without Nevada, as shall be designated in the notice for the
meeting or in resolution of the Board of Directors. Directors may participate
in a meeting through use of conference telephone or similar communications
equipment, so long as all members so participating can hear each other.

2.10 CALL. Meetings of the Board of Directors, whether regular or
special, may be called by the Chairman of the Board, the President, the
Secretary, and Vice President or any two (2) directors.

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<PAGE> 7
2.11 NOTICE. Regular meetings of the Board of Directors may be
held without notice if the time of such meetings has been fixed by the Board.
Special meetings shall be held upon four (4) days' notice by mail or
forty-eight (48) hours' notice delivered personally or by telephone or
telegraph, and regular meetings shall be held upon similar notice if notice is
required for such meetings. Neither a notice nor a waiver of notice need
specify the purpose of any regular or special meeting. If a meeting is
adjourned for more than twenty-four (24) hours, notice of the adjourned meeting
shall be given prior to the time of such meeting to the directors who were not
present at the time of the adjournment.

2.12 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of
any meeting of the Board of Directors, however called and noticed or wherever
held, are as valid as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes of the meeting. For such
purposes, a director shall not be considered present at a meeting if, although
in attendance at the meeting, the director protests the lack of notice prior to
the meeting or at its commencement.

2.13 ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting if all of
the members of the Board individually or collectively consent in writing to
such action.

2.14 QUORUM AND REQUIRED VOTE. A majority of the directors then in
office shall constitute a quorum for the transaction of business provided that
unless the authorized number of directors is one (1), the number constituting a
quorum shall not be less than the greater of one-third (1/3) of the authorized
number of directors or two (2) directors. Except as otherwise provided by the
Articles of Incorporation or these by-laws, every act or decision done or made
by a majority of the directors present at a meeting duly held at which quorum
is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting. A majority of the directors present
at a meeting, whether or not a quorum is present, may adjourn the meeting to
another time and place.

ARTICLE III - OFFICERS

3.01 TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of
the corporation shall include a Chairman of the Board, a President, a Secretary
and a Chief Financial Officer. The Board of Directors may also choose a
Treasurer and one (1) or more Vice

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<PAGE> 8
Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any
number of offices may be held by the same person and, unless otherwise
determined by the Board, the Chairman of the Board and President shall be the
same person. All Officers shall perform their duties and exercise their powers
subject to the direction of the Board of directors.

3.02 ELECTION, TERM OF OFFICE AND VACANCIES. At its regular
meeting after each annual meeting of shareholders, the Board of Directors shall
choose the officers of the corporation. No officer need be a member of the
Board of Directors except the Chairman of the Board. The officers shall hold
office until their successors are chosen, except that the Board of Directors may
remove any officer at any time. If an office becomes vacant for any reason,
the vacancy shall be filled by the Board.

3.03 RESIGNATION. Any officer may resign at any time upon written
notice to the corporation without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Such
resignation shall be effective when given unless the notice specifies a later
time. The resignation shall be effective regardless of whether it is accepted
by the corporation.

3.04 SALARIES. The Board of Directors shall fix the salaries of
the Chairman of the Board, and President and may fix the salaries of other
employees of the corporation including the other officers. If the Board does
not fix the salaries of the other officers, the President shall fix such
salaries.

3.05 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside over all meetings of the Board of Directors.

3.06 PRESIDENT. Unless otherwise determined by the Board of
Directors, the President shall be the general manager and chief executive
officer of the corporation, shall preside at all meetings of shareholders,
shall be ex officio a member of any committees of the Board, shall effectuate
orders and resolutions of the Board of Directors and shall exercise such other
powers and perform such other duties as the Board of Directors shall prescribe.

3.07 SECRETARY. The Secretary shall have the following powers and
duties:

(a) Record of Corporate Proceedings. The Secretary shall
attend all meetings of the Board of Directors and its committees and of
shareholders and shall record all votes and the minutes of such meetings in a
book to be kept for that purpose at the principal executive office of the
corporation or at such other place as the Board of Directors may determine.
The Secretary shall keep at the corporation's principal executive office, the
original or a copy of the Bylaws, as amended.

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<PAGE> 9
(b) Record of Shares. Unless a transfer agent is
appointed by the Board of Directors to keep a share register, the Secretary
shall keep at the principal executive office of the corporation a share
register showing the names of the shareholders and their addresses, the number
and class of shares held by each, the number and date of certificates issued
and the number and date of cancellation of each certificate surrendered for
cancellation.

(d) Additional Powers and Duties. The Secretary shall
exercise such other powers and perform such other duties as the Board of
Directors or President shall prescribe.

3.08 CHIEF FINANCIAL OFFICER. Unless otherwise determined by the
Board of Directors, the Chief Financial Officer shall have custody of the
Corporate funds and securities and shall keep adequate and correct accounts of
the corporation's properties and business transactions. The Chief Financial
Officer shall disburse such funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, shall render
to the President and directors, at regular meetings of the Board of Directors
or whenever the Board may require, an account of all transactions and the
financial condition of the corporation and shall exercise such other powers and
perform such other duties as the Board of Directors or President shall
prescribe.

3.09 OTHER OFFICERS. The other officers of the corporation, if
any, shall perform such duties as the Board of Directors or President shall
prescribe.

ARTICLE IV - EXECUTION OF CORPORATE INSTRUMENTS,
RATIFICATION OF CONTRACTS, AND
VOTING OF SHARES OWNED BY THE CORPORATION

4.01 EXECUTION OF CORPORATE INSTRUMENTS. The Board may, in its
discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute any corporate instrument or
documents, or to sign the corporate name without limitation, except where
otherwise provided by law, and such execution or signature shall be binding
upon the Corporation. Unless otherwise specifically determined by the Board:

(a) formal contracts of the Corporation,
promissory notes, deeds of trust, mortgages, and other evidences of
indebtedness of the corporation, and other corporate instruments
or documents requiring the corporation seal (except for share certificates
issued by the Corporation), and share certificates owned by the Corporation,
shall be executed, signed, or endorsed by the President, or jointly endorsed by
any Vice-President and the Secretary, Assistant Secretary, Chief Financial

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<PAGE> 10
Officer or Assistant Financial Officer;

(b) checks drawn on banks or other depositories
on funds to the credit of the Corporation, or in special accounts of the
Corporation, shall be signed in such manner (which may be a facsimile
signature) and by such person or persons as shall be authorized by the Board;

(c) dividend warrants, drafts, insurance
policies, and all other instruments and documents requiring the corporate
signature, but not requiring the corporate seal, shall be executed or signed in
the manner directed by the Board; and

(d) share certificates issued by the Corporation
shall be signed (which may be a facsimile signature) jointly by (1) the
President or a Vice-President and (ii) the Secretary or an Assistant Secretary.

4.02 RATIFICATION BY SHAREHOLDERS. The Board may, in its
discretion, submit any contract or act for approval or ratification by the
shareholders at any annual meeting of shareholders or at any special meeting of
shareholders called for that purpose. Any contract or act which shall be
approved or ratified by the holders of a majority of the voting power of the
Corporation represented at such meeting shall be as valid and binding upon the
Corporation as though approved or ratified by each and every shareholder of the
Corporation, unless a greater vote is required by law for such purpose.

4.03 VOTING OF SHARES OWNED BY THE CORPORATION. All
shares of other corporations owned or held by the Corporation for itself or for
other parties in any capacity shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized to do so by resolution of
the Board or, in the absence of such authorization, by the President, any of
the Vice Presidents, the Secretary or any Assistant Secretary.

ARTICLE V - SHARE CERTIFICATES

5.01 FORM OF CERTIFICATES. Share certificates of the
Corporation shall be in such form and design as the Board shall determine.
Each certificate shall state the certificate number, the date of issuance, the
number, designation, class, and the name of the record holder of the shares
represented thereby, the name of the Corporation, and if the shares of the
Corporation are classified or if an class of shares has two (2) or more series,
the legends required by the Nevada General Corporation Law.

5.02 TRANSFER OF SHARES. Shares may be transferred in any
manner permitted or provided by law. Before any transfer of shares is entered
upon the books of the Corporation or recognized

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<PAGE> 11
by the designated transfer agent and/or registrar of the Corporation, or any
new certificate is issued therefor, the old certificate, properly endorsed,
shall be surrendered and cancelled, except when a certificate has been lost or
destroyed.

5.03 LOST CERTIFICATES. The Board may order a new share
certificate to be issued in the place of any certificate alleged to have been
lost or destroyed, but in every such case the owner of the lost certificate may
be required to give the Corporation a bond, with surety, in such form and
amount as the Board may determine, as indemnity against any loss or claim that
the Corporation may incur by reason of the issuance of a new certificate.

ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify any and all of its Directors or
Officers or former Directors or Officers or any person who may have served at
its request as a Director or Officer or another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been Directors or Officers or a Director or
Officer of the corporation or of such other corporation, except, in relation to
matters as to which any such Director or Officer or former Director or Officer
or person shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct, in the performance of duty. Such indemnification
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled, under By-Law agreement, vote of stockholders or otherwise.

ARTICLE VII - AMENDMENTS

7.01 AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted
or these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote, except as
otherwise provided by law, these Bylaws, or the Articles of Incorporation.

7.02 AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 7.01, any bylaw, other than a bylaw or
amendment of a bylaw changing the authorized number of directors, may be
adopted, amended, or repealed by the Board.

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<PAGE> 1
Exhibit 4.4

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

STOCK PURCHASE WARRANT

To Purchase Series A Common Stock of

TELECHIPS CORPORATION

*******************************************************************************
<PAGE> 2
Exhibit 4.4

Void after 5:00 p.m. New York Time, on October 31, 1999.
Warrant to Purchase _____ Shares of Series A Common Stock.

WARRANT TO PURCHASE SERIES A COMMON STOCK

TELECHIPS CORPORATION

This is to Certify That, FOR VALUE RECEIVED, __________
________________________, or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Telechips Corporation, a Nevada
corporation ("Company"), _____ fully paid, validly issued and nonassessable
shares of Series A Common Stock, par value $.01 per share, of the Company
("Series A Common Stock") at a price of $1.00 per share at any time or from
time to time during the period from October 31, 1994 to October 31, 1999, but
not later than 5:00 p.m. New York City Time, on October 31, 1999. The number
of shares of Series A Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Series A Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Series A
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise
price of a share of Series A Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price".
This Warrant, together with warrants of like tenor, constituting in the
aggregate warrants (the "Warrants") to purchase 36,000 Shares of Series A
Common Stock as contemplated in the Agency Agreement, dated October 24, 1994,
between the Company and D.H. Blair Investment Banking Corp. ("Blair"), in
connection with a private placement through Blair of Units, each Unit
consisting of 40,000 shares of Series A Common Stock and 50,000 shares of
Series A 10% Convertible Redeemable Preferred Stock (the "Private Placement").

(a) EXERCISE OF WARRANT.

(1) This Warrant may be exercised in whole or in
part at any time or from time to time on or after October 31, 1994 and until
October 31, 1999 (the "Exercise Period"), subject to the provisions of Section
(j)(2) hereof; provided, however, that (i) if either such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day, and (ii) in the
event of any merger, consolidation or sale of substantially all the assets of
the Company as an entirety, resulting in any distribution to the Company's
stockholders, prior to October 31, 1999, the Holder shall have the right to
exercise this Warrant commencing at such time through October 31, 1999 into the
kind and amount of shares of
<PAGE> 3
stock and other securities and property (including cash) receivable by a holder
of the number of shares of Series A Common Stock into which this Warrant might
have been exercisable immediately prior thereto. This Warrant may be exercised
by presentation and surrender hereof to the Company at its principal office, or
at the office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form. As soon as
practicable after each such exercise of the warrants, but not later than seven
(7) days from the date of such exercise, the Company shall issue and deliver to
the Holder a certificate or certificate for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable thereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically delivered
to the Holder.

(2) At any time during the Exercise Period, the Holder
may, at its option, exchange thint Exchange"), into the number of Warrant
Shares determined in accordance with this Section (a)(2), by surrendering this
Warrant at the principal office of the Company or at the office of its stock
transfer agent, accompanied by a notice stating such Holder's intent to effect
such exchange, the number of Warrant Shares to be exchanged and the date on
which the Holder requests that such Warrant Exchange occur (the "Notice of
Exchange"). The Warrant Exchange shall take place on the date specified in the
Notice of Exchange or, if later, the date the Notice of Exchange is received by
the Company (the "Exchange Date"). Certificates for the shares issuable upon
such Warrant Exchange and, if applicable, a new warrant of like tenor
evidencing the balance of the shares remaining subject to this Warrant, shall
be issued as of the Exchange Date and delivered to the Holder within seven (7)
days following the Exchange Date. In connection with any Warrant Exchange,
this Warrant shall represent the right to subscribe for and acquire the number
of Warrant Shares (rounded to the next highest integer) equal to (i) the number
of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total
Number") less (ii) the number of Warrant Shares equal to the quotient obtained
by dividing (A) the product of the Total Number and the existing Exercise Price
by (B) the current market value of a share of Series A Common Stock. Current
market value shall have the meaning set forth Section (c) below, except that
for purposes hereof, the date of exercise, as used in such Section (c), shall
mean the Exchange Date.

(b) RESERVATION OF SHARES. The Company shall at all
times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of its Series A Common Stock as shall be required for issuance
and delivery upon exercise of the Warrants.

2
<PAGE> 4
(c) FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share, determined as
follows:

(1) If the Series A Common Stock is listed on a
National Securities Exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the
NASDAQ system, the current market value shall be the last
reported sale price of the Series A Common Stock on such
exchange or system on the last business day prior to the date
of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on
such exchange or system; or

(2) If the Series A Common Stock is not so listed
or admitted to unlisted trading privileges, the current market
value shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of this
Warrant; or

(3) If the Series A Common Stock is not so listed
or admitted to unlisted trading privileges and bid and asked
prices are not so reported, the current market value shall be
an amount, not less than book value thereof as at the end of
the most recent fiscal year of the Company ending prior to the
date of the exercise of the Warrant, determined in such
reasonable manner as may be prescribed by the Board of
Directors of the Company.

(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
to the Company at its principal office or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be cancelled. This Warrant may
be divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by
the Holder hereof. The term "Warrant" as used herein includes any Warrants
into which this Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory

3
<PAGE> 5
indemnification, and upon surrender and cancellation of this Warrant, if
mutilate like tenor and date. Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.

(e) RIGHTS OF THE HOLDER. The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder are limited to those
expressed in the Warrant and are not enforceable against the Company except to
the extent set forth herein.

(f) ANTI-DILUTION PROVISIONS. The Exercise Price in
effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:

(1) In case the Company shall (i) declare a
dividend or make a distribution on its outstanding shares of
Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined
by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common
Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event
listed above shall occur.

(2) In case the Company shall fix a record date
for the issuance of rights or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase
shares of Series A Common Stock (or securities convertible
into Series A Common Stock) at a price (the "Subscription
Price") (or having a conversion price per share) less than the
current market price of the Series A Common Stock (as defined
in Subsection (8) below) on the record date mentioned below,
or less than the Exercise Price on such record date the
Exercise Price shall be adjusted so that the same shall equal
the lower of (i) the price determined by multiplying the
Exercise Price in effect immediately prior to the date of such
issuance by a fraction, the numerator of which shall be the
sum of the number of shares of Common Stock outstanding on the
record date mentioned below and the number of additional
shares of Series A Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered
(or the aggregate conversion price of the convertible
securities so offered) would

4
<PAGE> 6
purchase at such current market price per share of the Series
A Common Stock, and the denominator of which shall be the sum
of the number of shares of Common Stock outstanding on such
record date and the number of additional shares of Series A
Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible)
or (ii) in the event the Subscription Price is equal to or
higher than the current market price but is less than the
Exercise Price, the price determined by multiplying the
Exercise Price in effect immediately prior to the date of
issuance by a fraction, the numerator of which shall be the
sum of the number of shares outstanding on the record date
mentioned below and the number of additional shares of Series
A Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered)
would purchase at the Exercise Price in effect immediately
prior to the date of such issuance, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number
of additional shares of Series A Common Stock offered for
subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall
be made successively whenever such rights or warrants are
issued and shall become effective immediately after the record
date for the determination of shareholders entitled to receive
such rights or warrants; and to the extent that shares of
Series A Common Stock are not delivered (or securities
convertible into Series A Common Stock are not delivered)
after the expiration of such rights or warrants the Exercise
Price shall be readjusted to the Exercise Price which would
then be in effect had the adjustments made upon the issuance
of such rights or warrants been made upon the basis of
delivery of only the number of shares of Series A Common Stock
(or securities convertible into Series A Common Stock)
actually delivered.

(3) In case the Company shall hereafter
distribute to the holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends or
distributions and dividends or distributions referred to in
Subsection (1) above) or subscription rights or warrants
(excluding those referred to in Subsection (2) above), then in
each such case the Exercise Price in effect thereafter shall
be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of
which shall be the total number of shares of Common Stock
outstanding multiplied by the current market price per share
of Series A Common Stock (as defined in Subsection (8) below),
less the fair market value (as determined by the Company's
Board of Directors) of said assets or evidences of
indebtedness so distributed or of such rights or warrants, and
the denominator of which shall be the total number of shares
of Common Stock outstanding multiplied by such current market
price per share of Series A Common Stock. Such

5
<PAGE> 7
adjustment shall be made successively whenever such a record
date is fixed. Such adjustment shall be made whenever any
such distribution is made and shall become effective
immediately after the record date for the determination of
shareholders entitled to receive such distribution.

(4) In case the Company shall issue shares of its
Common Stock [excluding shares issued (i) in any of the
transactions described in Subsection (1) above, (ii) upon
exercise of options granted to the Company's employees under a
plan or plans adopted by the Company's Board of Directors and
approved by its shareholders, if such shares would otherwise
be included in this Subsection (4), (but only to the extent
that the aggregate number of shares excluded hereby and issued
after the date hereof, shall not exceed 5% of the Company's
Common Stock outstanding at the time of any issuance), (iii)
upon exercise or conversion of options, warrants or Series B
Common Stock outstanding at October __, 1994, or upon exercise
of this Warrant, or upon conversion of any Preferred Stock
issued in connection with the Private Placement, (iv) to
shareholders of any corporation which merges into the Company
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger, or (v)
issued in a bona fide public offering pursuant to a firm
commitment underwriting, but only if no adjustment is required
pursuant to any other specific subsection of this Section (f)
(without regard to Subsection (9) below) with respect to the
transaction giving rise to such rights] for a consideration
per share (the "Offering Price") less than the current market
price per share [as defined in Subsection (8) below] on the
date the Company fixes the offering price of such additional
shares or less than the Exercise Price, the Exercise Price
shall be adjusted immediately thereafter so that it shall
equal the lower of (i) the price determined by multiplying the
Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the sum of the
number of shares of Series A Common Stock outstanding
immediately prior to the issuance of such additional shares
and the number of shares of Common Stock which the aggregate
consideration received [determined as provided in Subsection
(7) below] for the issuance of such additional shares would
purchase at such current market price per share of Series A
Common Stock, and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after the
issuance of such additional shares or (ii) in the event the
Offering Price is equal to or higher than the current market
price per share but less than the Exercise Price, the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction, the
numerator of which shall be the number of shares of Series A
Common Stock outstanding immediately prior to the issuance of
such additional shares and the number of shares of Common
Stock which the aggregate consideration received [determined
as provided in subsection (7) below] for the issuance of such
additional shares

6
<PAGE> 8
would purchase at the Exercise Price in effect immediately
prior to the date of such issuance, and the denominator of
which shall be the number of shares of Common Stock
outstanding immediately after the issuance of such additional
shares. Such adjustment shall be made successively whenever
such an issuance is made.

(5) In case the Company shall issue any
securities convertible into or exchangeable for its Common
Stock [excluding securities issued in transactions described
in Subsections (2) and (3) above] for a consideration per
share of Common Stock (the "Conversion Price") initially
deliverable upon conversion or exchange of such securities
[determined as provided in Subsection (7) below] less than the
current market price per share [as defined in Subsection (8)
below] in effect immediately prior to the issuance of such
securities, or less than the Exercise Price, the Exercise
Price shall be adjusted immediately thereafter so that it
shall equal the lower of (i) the price determined by
multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
number of shares of Series A Common Stock which the aggregate
consideration received [determined as provided in Subsection
(7) below] for such securities would purchase at such current
market price per share of Common Stock, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to such issuance and the maximum
number of shares of Common Stock of the Company deliverable
upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate or (ii) in the
event the Conversion Price is equal to or higher than the
current market price per share but less than the Exercise
Price, the price determined by multiplying the Exercise Price
in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the
number of shares outstanding immediately prior to the issuance
of such securities and the number of shares of Series A Common
Stock which the aggregate consideration received [determined
as provided in subsection (7) below] for such securities would
purchase at the Exercise Price in effect immediately prior to
the date of such issuance, and the denominator of which shall
be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
maximum number of shares of Common Stock of the Company
deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or
rate. Such adjustment shall be made successively whenever
such an issuance is made.

(6) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to Subsections
(1), (2), (3), (4) and (5) above,

7
<PAGE> 9
the number of Shares purchasable upon exercise of this Warrant
shall simultaneously be adjusted by multiplying the number of
Shares initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.

(7) For purposes of any computation respecting
consideration received pursuant to Subsections (4) and (5)
above, the following shall apply:

(A) in the case of the issuance of
shares of Common Stock for cash, the consideration
shall be the amount of such cash, provided that in no
case shall any deduction be made for any commissions,
discounts or other expenses incurred by the Company
for any underwriting of the issue or otherwise in
connection therewith;

(B) in the case of the issuance of
shares of Common Stock for a consideration in whole
or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value
thereof as determined in good faith by the Board of
Directors of the Company (irrespective of the
accounting treatment thereof), whose determination
shall be conclusive; and

(C) in the case of the issuance of
securities convertible into or exchangeable for
shares of Common Stock, the aggregate consideration
received therefor shall be deemed to be the
consideration received by the Company for the
issuance of such securities plus the additional
minimum consideration, if any, to be received by the
Company upon the conversion or exchange thereof [the
consideration in each case to be determined in the
same manner as provided in clauses (A) and (B) of
this Subsection (7)].

(8) For the purpose of any computation under
Subsections (2), (3), (4) and (5) above, the current market
price per share of Series A Common Stock at any date shall be
deemed to be the lower of (i) the average of the daily closing
prices for 30 consecutive business days before such date or
(ii) the closing price on the business day immediately
preceding such date. The closing price for each day shall be
the last sale price regular way or, in case no such reported
sale takes place on such day, the average of the last reported
bid and asked prices regular way, in either case on the
principal national securities exchange on which the Series A
Common Stock is admitted to trading or listed, or if not
listed or admitted to trading on such exchange, the average of
the highest reported bid and lowest reported asked prices as
reported by NASDAQ, or other similar organization if NASDAQ is

8
<PAGE> 10
no longer reporting such information, or if not so available,
the fair market price as determined by the Board of Directors.

(9) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (9) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section (f) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
Anything in this Section (f) to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to
make such changes in the Exercise Price, in addition to those
required by this Section (f), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Series A Common Stock or
securities convertible into Series A Common Stock (including
Warrants).

(10) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of
each Warrant, and, if requested, information describing the
transactions giving rise to such adjustments, to be mailed to
the Holders at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any. In the event the
Company does not provide the Holder with such notice and
information within 10 days of a request by the Holder, then
notwithstanding the provisions of this Section (f), the
Exercise Price shall be immediately adjusted to equal the
lowest Offering Price, Subscription Price or Conversion Price,
as applicable, since the date of this Warrant, and the number
of shares issuable upon exercise of this Warrant shall be
adjusted accordingly. The Company may retain a firm of
independent certified public accountants selected by the Board
of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Section
(f), and a certificate signed by such firm shall be conclusive
evidence of the correctness of such adjustment.

(11) In the event that at any time, as a result of
an adjustment made pursuant to Subsection (1) above, the
Holder of this Warrant thereafter shall become entitled to
receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon
exercise of this Warrant shall be subject to adjustment from
time to time in a manner

9
<PAGE> 11
and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in
Subsections (1) to (9), inclusive above.

(12) Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable
upon exercise of this Warrant, Warrants theretofore or
thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Agreement.

(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price
shall be adjusted as required by the provisions of the foregoing Section, the
Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price determined as herein
provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason
for and the manner of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to
Section (a) and the Company shall, forthwith after each such adjustment, mail a
copy by certified mail of such certificate to the Holder or any such holder.

(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant
shall be outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any share of any
class or any other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to
another corporation, or voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be effected, then in any such case, the Company
shall cause to be mailed by certified mail to the Holder, at least fifteen days
prior the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up is to take place and the date, if any is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.

10
<PAGE> 12
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in case
of any sale, lease or conveyance to another corporation of the property of the
Company as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall
have the right thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification,
capital reorganization and other change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Series A Common Stock which
might have been purchased upon exercise of this Warrant immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.
In the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

(1) The Company shall advise the Holder of this
Warrant or of the Warrant Shares or any then holder of
Warrants or Warrant Shares (such persons being collectively
referred to herein as "holders") by written notice at least
four weeks prior to the filing of any new registration
statement or post-effective amendment thereto under the
Securities Act of 1933 (the "Act") covering securities of the
Company and will for a period of six years, commencing one
year from the effective date of the registration statement
covering securities registered in the Company's initial public
offering (the "Registration Statement"), upon the request of
any such holder, include in any such registration statement
such information as may be required to permit a public
offering of the Warrants or the Warrant Shares. The Company
shall supply prospectuses and other documents as the Holder
may request in order to facilitate the public sale or other
disposition of the Warrants or Warrant Shares, qualify the
Warrants and the Warrant Shares for sale in such states as any
such holder designates and do any and all other acts and
things which may be necessary or desirable to enable such
Holders to consummate the public sale or other disposition of
the Warrants or Warrant Shares, and furnish indemnification in
the manner as set forth in Subsection (3)(C) of this Section
(j). Such holders shall furnish information and
indemnification as set forth in Subsection (3)(C) of this
Section (j), except that the maximum

11
<PAGE> 13
amount which may be recovered from the Holder shall be limited
to the amount of proceeds received by the Holder from the sale
of the Warrants or Warrant Shares.

(2) If any majority holder (as defined in
Subsection (4) of this Section (j) below) shall give notice to
the Company at any time during the six year period commencing
one year from the effective date of the Registration Statement
to the effect that such holder contemplates (i) the transfer
of all or any part of his or its Warrants and/or Warrant
Shares, or (ii) the exercise and/or conversion of all or any
part of his or its Warrants and the transfer of all or any
part of the Warrants and/or Warrant Shares under such
circumstances that a public offering (within the meaning of
the Act) of Warrants and/or Warrant Shares will be involved,
and desires to register under the Act, the Warrants and/or the
Warrant Shares, then the Company shall, within two weeks after
receipt of such notice, file a new registration statement
pursuant to the Act, to the end that the Warrants and/or
Warrant Shares may be sold under the Act as promptly as
practicable thereafter and the Company will use its best
efforts to cause such registration to become effective and
continue to be effective (current) (including the taking of
such steps as are necessary to obtain the removal of any stop
order) until the holder has advised that all of the Warrants
and/or Warrant Shares have been sold; provided that such
holder shall furnish the Company with appropriate information
(relating to the intentions of such holders) in connection
therewith as the Company shall reasonably request in writing.
In the event the registration statement is not declared
effective under the Act prior to __________, 1999, the Company
shall extend the expiration date of the Warrants to a date not
less than 90 days after the effective date of such
registration statement. The holder may, at its option,
request the registration of the Warrants and/or Warrant Shares
in a registration statement made by the Company as
contemplated by Subsection (1) of this Section (j) or in
connection with a request made pursuant to Subsection (2) of
this Section (j) prior to the acquisition of the Warrant
Shares upon exercise of the Warrants and even though the
holder has not given notice of exercise of the Warrants. If
the Company determines to include securities to be sold by it
in any registration statement originally requested pursuant to
this Subsection (2) of this Section (j), such registration
shall instead be deemed to have been a registration under
Subsection (1) of this Section (j) and not under Subsection
(2) of this Subsection (j). The holder may thereafter at its
option, exercise the Warrants at any time or from time to time
subsequent to the effectiveness under the Act of the
registration statement in which the Warrant Shares were
included.

12
<PAGE> 14
(3) The following provision of this Section (j) shall also be applicable:

(A) Within ten days after receiving any
such notice pursuant to Subsection (2) of this
Section (j), the Company shall give notice to the
other holders of Warrants and Warrant Shares,
advising that the Company is proceeding with such
registration statement and offering to include
therein Warrants and/or Warrant Shares of such other
holders, provided that they shall furnish the Company
with such appropriate information (relating to the
intentions of such holders) in connection therewith
as the Company shall reasonably request in writing.
Following the effective date of such registration,
the Company shall upon the request of any owner of
Warrants and/or Warrant Shares forthwith supply such
a number of prospectuses meeting the requirements of
the Act, as shall be requested by such owner to
permit such holder to make a public offering of all
Warrants and/or Warrant Shares from time to time
offered or sold to such holder, provided that such
holder shall from time to time furnish the Company
with such appropriate information (relating to the
intentions of such holder) in connection therewith as
the Company shall request in writing. The Company
shall also use its best efforts to qualify the
Warrant Shares for sale in such states as such
majority holder shall designate.

(B) The Company shall bear the entire
cost and expense of any registration of securities
initiated by it under Subsection (1) of this Section
(j) notwithstanding that Warrants and/or Warrant
Shares subject to this Warrant may be included in any
such registration. The Company shall also comply
with one request for registration made by the
majority holder pursuant to Subsection (2) of this
Section (j) at its own expense and without charge to
any holder of any Warrants and/or Warrant Shares; and
the Company shall comply with one additional request
made by the majority holder pursuant to Subsection
(2) of this Section (j) (and not deemed to be
pursuant to Subsection (1) of this Section (j)) at
the sole expense of such majority holder. Any holder
whose Warrants and/or Warrant Shares are included in
any such registration statement pursuant to this
Section (j) shall, however, bear the fees of his own
counsel and any registration fees, transfer taxes or
underwriting discounts or commissions applicable to
the Warrant Shares sold by him pursuant thereto.

(C) The Company shall indemnify and hold
harmless each such holder and each underwriter,
within the meaning of the Act, who may purchase from
or sell for any such holder any Warrants and/or
Warrant Shares from and against any and all losses,
claims, damages

13
<PAGE> 15
and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained
in any registration statement under the Act or any
prospectus included therein required to be filed or
furnished by reason of this Section (j) or caused by
any omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue
statement or alleged untrue statement or omission or
alleged omission based upon information furnished or
required to be furnished in writing to the Company by
such holder or underwriter expressly for use therein,
which indemnification shall include each person, if
any, who controls any such underwriter within the
meaning of such Act provided, however, that the
Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged
omission made in said registration statement, said
preliminary prospectus, said final prospectus or said
amendment or supplement in reliance upon and in
conformity with written information furnished by such
Holder or any other Holder, specifically for use in
the preparation thereof.

(D) Neither the giving of any notice by
any such majority holder nor the making of any
request for prospectuses shall impose any upon such
majority holder or owner making such request any
obligation to sell any Warrants and/or Warrant
Shares, or exercise any Warrants.

(4) The term "majority holder" as used in this
Section (j) shall include any owner or combination of owners
of Warrants or Warrant Shares in any combination if the
holdings of the aggregate amount of:

(i) the Warrants held by him or among them, plus

(ii) the Warrants which he or they would
be holding if the Warrants for the Warrant Shares
owned by him or among them had not been exercised,

would constitute a majority of the Warrants originally issued.

The Company's agreements with respect to Warrants or Warrant
Shares in this Section (j) shall continue in effect regardless of the exercise
and surrender of this Warrant.

14
<PAGE> 16
TELECHIPS CORPORATION

By_____________________________________

[SEAL]

Dated: October 31, 1994

Attest:

__________________________________
Secretary

15
<PAGE> 17
PURCHASE FORM

Dated ____________________, 19__

The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ___________ shares of Series A
Common Stock and hereby makes payment of ___________ in payment of the actual
exercise price thereof.

__________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________
(Please typewrite or print in block letters)

Address ________________________________________________________

Signature_______________________________________________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto

Name____________________________________________________________
(Please typewrite or print in block letters)

Address_________________________________________________________

the right to purchase Series A Common Stock represented by this Warrant to the
extent of _______ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

Date _______________, 19__

Signature__________________________

<PAGE> 1
Exhibit 4.5

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

STOCK PURCHASE WARRANT

To Purchase Common Stock of

TELECHIPS CORPORATION

**************************************************************
<PAGE> 2
Exhibit 4.5

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR
AN OPTION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT.

NO. 1

Void after 5:00 P.M. New York Time, on September 16, 1999
Warrant to Purchase ______ Shares of Common Stock.

REDEEMABLE WARRANT TO PURCHASE COMMON STOCK

TELECHIPS CORPORATION

FOR VALUE RECEIVED, _____________________ ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from TELECHIPS
CORPORATION, a Nevada corporation (the "Company"), ______________ (______)
fully paid, validly issued, nonassessable shares of the Company's Series A
Common Stock, par value $0.01 per share (the "Common Stock"), at a price of
$1.00 per share at any time or from time to time during the period from
September 16, 1994 until 5:00 P.M., New York City Time on September 16, 1999,
subject to the Company's right to redeem this Warrant pursuant to Section (k)
hereof. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price". This Warrant is
being issued in connection and
<PAGE> 3
simultaneously with the issuance on the date hereof to the Holder of a
promissory note in the amount of One Hundred Thousand Dollars ($100,000.00).

(a) EXERCISE OF WARRANT.

This Warrant may be exercised in whole or in part at any time or from
time to time on or after September 16, 1994 and until September 16, 1999,
subject to the Company's right to redeem this Warrant pursuant to Section (k)
hereof (the "Exercise Period"), provided, however, that (i) if either such day
is a day on which banking institutions in the State of New York are authorized
by law to close, then on the next succeeding day which shall not be such a day,
and (ii) in the event of any merger, consolidation or sale of substantially all
the assets of the Company as an entirety, resulting in any distribution to the
Company's stockholders, prior to September 16, 1999, the Holder shall have the
right to exercise this Warrant commencing at such time through September 16,
1999 into the kind and amount of shares of stock and other securities and
property (including cash) receivable by a holder of the number of shares of
Common Stock into which this Warrant might have been exercisable immediately
prior thereto. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office, or at the office of its stock
transfer agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant Shares
specified in such form. As soon as practicable after each such exercise of the
warrants, but not later than seven (7) days from the date of such exercise, the
Company shall issue and deliver to the Holder a certificate or certificate for
the Warrant Shares issuable upon such exercise, registered in the name of the
Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be physically delivered to the Holder.

(b) RESERVATION OF SHARES. The Company shall at all
times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of the Warrants.

(c) FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share, determined as
follows:

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<PAGE> 4
(1) If the Common Stock is listed on a National
Securities Exchange or admitted to unlisted trading privileges
on such exchange or listed for trading on the NASDAQ system,
the current market value shall be the last reported sale price
of the Common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or
if no such sale is made on such day, the average closing bid
and asked prices for such day on such exchange or system; or

(2) If the Common Stock is not so listed or
admitted to unlisted trading privileges, the current market
value shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of this
Warrant; or

(3) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked
prices are not so reported, the current market value shall be
an amount, not less than book value thereof as at the end of
the most recent fiscal year of the Company ending prior to the
date of the exercise of the Warrant, determined in such
reasonable manner as may be prescribed by the Board of
Directors of the Company.

(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. This Warrant is not transferable
without the consent of the Company in its sole discretion (other than by will
or pursuant to the laws of descent and distribution), and may not be assigned
or hypothecated, by the Holder. The term "Warrant" as used herein includes any
Warrants into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be
at any time enforceable by anyone.

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<PAGE> 5
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in
effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:

(2) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to Subsection
(1) above, the number of Shares purchasable upon exercise of
this Warrant shall simultaneously be adjusted by multiplying
the number of Shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as
adjusted.

(3) All calculations under this Section (f) shall
be made to the nearest cent or to the nearest share, as the
case may be.

(4) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of
each Warrant, and, if requested, information describing the
transactions giving rise to such adjustments, to be mailed to
the Holder at his last addressee appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any. The Company may retain
a firm of independent certified public accountants selected by
the Board of Directors (who may be the regular accountants
employed by the Company) to make any computation required by
this Section (f), and a certificate signed by such firm shall
be conclusive evidence of the correctness of such adjustment.

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<PAGE> 6
(5) Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable
upon exercise of this Warrant, Warrants theretofore or
thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Agreement.

(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant
shall be outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to
another corporation, or voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be effected, then in any such case, the Company
shall cause to be mailed by certified mail to the Holder, at least fifteen days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up is to take place and the date, if any is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.

(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
with a subsidiary in which merger the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease or conveyance to
another corporation of the property of the Company as an entirety, the Company
shall, as

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<PAGE> 7
a condition precedent to such transaction, cause effective provisions to be
made so that the Holder shall have the right thereafter by exercising this
Warrant at any time prior to the expiration of the Warrant, to purchase the
kind and amount of shares of stock and other securities and property receivable
upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i)
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

(1) The Company shall advise the Holder of this
Warrant or of the Warrant Shares or any then holder of
Warrants or Warrant Shares (such persons being collectively
referred to herein as "Holders") by written notice at least
four weeks prior to the filing of any registration statement
or post-effective amendment thereto under the Securities Act
of 1933 (the "Act") covering securities of the Company and
will for a period of five (5) years, upon the request of any
such Holder, include in any such registration statement such
information as may be required to permit a public offering of
the Warrant Shares. The Company shall supply prospectuses and
other documents as the Holder may request in order to
facilitate the public sale or other disposition of the Warrant
Shares, use its best efforts to qualify the Warrant Shares for
sale in such states as the Holder may reasonably designate and
do any and all other acts and things which may be reasonably
necessary or desirable to enable such Holder to consummate the
public sale or other disposition of the Warrant Shares, and
furnish indemnification in the manner as set forth in
Subsection (2)(C) of this Section (j). If, in the written
opinion of the Company's managing underwriter, if any, for
such offering, the inclusion of all or a portion of the
Warrant Shares requested to be registered, when added to the
securities being registered by the Company or the selling
shareholder(s), will exceed the maximum amount of the
Company's securities which can be marketed (i) at a price
reasonably related to their then current market value, or (ii)
without otherwise materially adversely affecting the entire
offering, then the Company may exclude from such offering all
or a

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<PAGE> 8
portion of the Warrant Shares which it has been requested to
register. If securities are proposed to be offered for sale
pursuant to such Registration Statement by other security
holders of the Company and the total number of securities to
be offered by the requesting Holders and such other selling
security holders is required to be reduced pursuant to a
request from the managing underwriter (which request shall be
made only for the reasons and in the manner set forth above)
the aggregate number of Warrant Shares to be offered by
requesting Holders pursuant to such Registration Statement
shall equal the number which bears the same ratio to the
maximum number of securities that the underwriter believes may
be included for all the selling security holders (including
the requesting Holders) as the original number of Registrable
Securities proposed to be sold by the requesting Holders bears
to the total original number of securities proposed to be
offered by the requesting Holders and the other selling
security holders. The Holder shall furnish information and
indemnification as set forth in Subsection (2)(C) of this
Section (j).

(2) The following provision of this Section (j)
shall also be applicable:

(A) The Company shall bear the entire
cost and expense of any registration of securities
initiated by it under Subsection (1) of this Section
(j) notwithstanding that Warrant Shares subject to
this Warrant may be included in any such
registration. The Holder, however, shall bear the
fees of his own counsel and any registration fees,
transfer taxes or underwriting discounts or
commissions applicable to the Warrant Shares sold by
him pursuant thereto.

(B) The Company shall indemnify and hold
harmless each such holder and each underwriter,
within the meaning of the Act, who may purchase from
or sell for any such holder any Warrant Shares from
and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any
registration statement under the Act or any
prospectus included therein required to be filed or
furnished by reason of this Section (j) or caused by
any omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue
statement or alleged untrue statement or omission or
alleged omission based upon information furnished or
required to be furnished in writing to the Company by
the Holder or underwriter expressly for use therein,
which indemnification shall include each

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<PAGE> 9
person, if any, who controls any such underwriter
within the meaning of such Act provided, however,
that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or
alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in
conformity with written information furnished or
required, to be furnished by the Holder specifically
for use in the preparation thereof.

(C) Each Holder, if requested by the
Company and the managing underwriter of any such
public offering by the Company, shall agree not to
sell publicly or otherwise transfer or dispose of any
Warrant Shares for a specified period of time (not to
exceed six (6) months) following the effective date
of such Registration Statement provided, that such
agreement shall only apply to the Company's initial
public offering of its securities.

The Company's agreements with respect to
Warrant Shares in this Section (j) shall continue in
effect regardless of the exercise and surrender of
this Warrant.

(k) REDEMPTION.

(1) At any time, on not less than thirty (30)
days notice, this Warrant may be redeemed, at the option of
the Company, at a redemption price of $.05 per Warrant,
provided the market price of the Common Stock receivable upon
exercise of such Warrant shall exceed $6.00 per share (the
"Target Price"), subject to adjustment as set forth in Section
k(5), below. Market price for the purpose of this Section (k)
shall mean (i) the average closing bid price, for any ten (10)
out of fifteen (15) consecutive business days, ending within
fifteen (15) days of the date of the notice of redemption,
which notice shall be mailed no later than five days
thereafter, of the Common Stock as reported by the National
Association of Securities Dealers, Inc. Automatic Quotation
System or (b) the last reported sale price, for any ten (10)
out of fifteen (15) consecutive business days, ending within
fifteen (15) days of the date of the notice of redemption,
which notice shall be mailed no later than five days
thereafter, on the primary exchange on which the Common Stock
is traded, if the Common Stock is traded on a national
securities exchange. All Warrants must be redeemed if any are
redeemed.

(2) The notice of redemption shall specify (a)
the redemption price, (b) the date fixed for redemption, (c)
the place where the Warrant shall be

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<PAGE> 10
delivered and the redemption price paid, and (d) that the
right to exercise the Warrant shall terminate at 5:00 P.M.
(New York time) on the business day immediately preceding the
date fixed for redemption. The date fixed for the redemption
of the Warrant shall be the Redemption Date. No failure to
mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for such
redemption except as to a holder (x) to whom notice was not
mailed or (y) whose notice was defective. An affidavit of the
Company that notice of redemption has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts
stated therein.

(3) Any right to exercise this Warrant shall
terminate at 5:00 P.M. (New York time) on the business day
immediately preceding the Redemption Date. On and after the
Redemption Date, the Holder of the Warrant shall have no
further rights except to receive, upon surrender of the
Warrant, the Redemption Price.

(4) From and after the Redemption Date, the
Company shall, at the place specified in the notice of
redemption, upon presentation and surrender to the Company by
or on behalf of the Holder thereof of one or more Warrants to
be redeemed, deliver or cause to be delivered to or upon the
written order of such Holder a sum in cash equal to the
redemption price of each such Warrant. From and after the
Redemption Date such Warrants shall expire and become void and
all rights hereunder, except the right to receive payment of
the redemption price, shall cease.

(5) If the shares of the Company's Common Stock
are subdivided or combined into a greater or smaller number of
shares of Common Stock, the Target Price shall be
proportionally adjusted by the ratio which the total number of
shares of Common Stock outstanding immediately prior to such
event bears to the total number of shares of Common Stock to
be outstanding immediately after such event.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name by its President.

TELECHIPS CORPORATION

By
-----------------
C. A. Burns
President
[SEAL]

Dated: As of September 16, 1994

Attest:

- ----------------------------------
Hans Junker
Secretary

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<PAGE> 12
PURCHASE FORM

Dated _____________, 19__

The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ___________ shares of Common Stock and
hereby makes payment of ___________ in payment of the actual exercise price
thereof.

__________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name________________________________________________________________
(Please typewrite or print in block letters)

Address ____________________________________________________________

Signature___________________________________________________________

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<PAGE> 1
Exhibit 4.6

SUBSCRIPTION AND STOCK PURCHASE AGREEMENT

SUBSCRIPTION AND STOCK PURCHASE AGREEMENT, dated as of the date set
forth on the signature pages hereto, between Telechips Corporation, a Nevada
corporation, with its principal offices at 1575 Delucchi Lane, Reno, Nevada
89502 (the "Company"), and the SUBSCRIBER specified on the signature page
hereof (the "Subscriber" and, collectively, with other Subscribers executing a
copy of this Agreement, the "Subscribers").

BACKGROUND

The Company is offering, pursuant to the Company's Private Placement
Memorandum, as supplemented by Supplement dated October 18, 1994 and Second
Supplement dated March 23, 1995 (as supplemented, the "Memorandum") and on the
terms and conditions hereinafter set forth, a minimum of seven (7) and a
maximum of twenty (20) (subject to adjustment as set forth in the Memorandum)
units (each, a "Unit") made up of its capital stock, each consisting of 40,000
shares of Series A Common Stock, par value $0.01 per share, of the Company
("Common Stock") and 50,000 shares of Series A 10% Redeemable Preferred Stock,
par value $1.00 per share, of the Company (the "Series A Redeemable Preferred
Stock"), at a purchase price of $100,000 per Unit (the "Unit Offering"). The
Subscriber wishes to subscribe for the number of Units specified on the
signature page hereto on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

ARTICLE I

SUBSCRIPTION FOR UNITS

1.1 SUBSCRIPTION. Subject to the terms and conditions hereof and
as more fully described in the Memorandum, the Subscriber hereby subscribes for
and agrees to purchase the number of Units, or portions of a Unit, specified on
the signature page hereto as a purchase price of $100,000 per Unit.
<PAGE> 2
1.2 ACCEPTANCE OR REJECTION OF SUBSCRIPTION IN WHOLE OR IN PART.
This Agreement shall not become effective against the Company until executed by
it and delivered to the Subscriber. Prior to such execution, the Company may
reject the Subscriber's subscription in its entirety, or in part, in its sole
discretion. The purchase price is payable by certified or bank check made
payable to "United States Trust Company of New York - Special Account Re:
Telechips Corporation", as escrow agent, contemporaneously with the execution
and delivery of this Subscription and Stock Purchase Agreement. The
Certificates for the Common Stock and Preferred Stock will be delivered by the
Company within 10 days following the consummation of this offering as set forth
in Section 5.1 hereof.

1.3 SUBSCRIPTION PERIOD. The subscription period will begin as of
September 8, 1994 and will terminate at 11:59 p.m., Eastern time, on October
31, 1994, unless extended by the Company and D. H. Blair Investment Banking
Corp. (the "Placement Agent") (the "Termination Date").

1.4 SEGREGATED BANK ACCOUNT. All funds hereunder shall be
deposited by the Placement Agent in a segregated non-interest bearing bank
account maintained by it.

ARTICLE II

REPRESENTATIONS OF THE SUBSCRIBER; INDEMNIFICATION

2.1 REPRESENTATIONS. The Subscriber hereby represents, warrants
and agrees as follows:

(a) POWER AND AUTHORITY. If the Subscriber is an entity,
(i) the Subscriber is authorized to (A) enter into this Agreement, (B) perform
its obligations under this Agreement and (C) consummate the transactions that
are subject to this Agreement; (ii) the person signing this Agreement on behalf
of the Subscriber has been duly authorized to execute and deliver this
Agreement and all other instruments executed and delivered on behalf of the
Subscriber in connection with the purchase of the Unit(s); (iii) the signature
of the person signing this Agreement is binding upon the Subscriber; and (iv)
the Subscriber was not organized for the purpose of entering into this
Agreement of acquiring the Units. If the Subscriber is an individual, the
Subscriber is at least 21 years of age.

(b) COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. The
execution and delivery of this Agreement and the consummation of the
transaction contemplated hereby will not conflict with, or result in any
violation of or default under, any provision of the charter, bylaws, trust
agreement, partnership agreement or other organizational document, as the case
may be, if the Subscriber is an entity, of the Subscriber or any agreement or
other instrument to which the Subscriber is a party or by which the Subscriber
or any of its

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<PAGE> 3
properties is bound, or any permit, franchise, judgment, decree, statute, rule
or regulation applicable to the Subscriber or its business or properties.

(c) ACCREDITED INVESTOR. The Subscriber is an
"accredited investor" (as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act of 1933, as amended (the "Act")), as indicated by his
responses to the Confidential Investor Questionnaire.

(d) INVESTMENT INTENT. The Subscriber will acquire the
Units for his, her or its own account for investment and not with a view to
distribution, resale, subdivision or fractionalization thereof, and the
Subscriber has no present plans to enter into any contract, undertaking,
agreement or arrangement for distribution, resale, subdivision or
fractionalization of the Units.

(e) NO GENERAL SOLICITATION. The Subscriber is unaware
of, and is in no way relying on, any form of general solicitation or general
advertising in connection with the offer and sale of Units. The Subscriber is
purchasing the Units without being furnished any offering or sales literature
or prospectus other than the Memorandum.

(f) ACCESS. The Subscriber has received and carefully
reviewed the Memorandum and all exhibits thereto and the terms of this
Agreement. The Subscriber acknowledges that the Company has made available to
the Subscriber or its representatives all agreements, documents, records and
books that the Subscriber or its representatives have requested relating to an
investment in the Units, that all documents which could be reasonably provided
have been made available for his inspection and review and that such
information and documents have, in his opinion afforded him with all the same
information that would be provided pursuant to a Registration Statement filed
with the Securities and Exchange Commission in accordance with the Act. The
Subscriber has had an opportunity to ask questions of, and receive answers
from, a person or persons acting on behalf of the Company, concerning the terms
and conditions of this investment, and answers have been provided to all of
such questions to the full satisfaction of the Subscriber. No oral
representations have been made or oral information furnished to the Subscriber
or its representatives in connection with the offering of the Units which were
in any way inconsistent with the Memorandum.

(g) NO REGISTRATION. The Subscriber acknowledges that,
in reliance upon applicable exemptions, neither the Units nor the securities of
the Company represented thereby have been registered under the Act, or any
state securities laws. Accordingly, no Units or securities represented thereby
may be sold, pledged, hypothecated or otherwise transferred unless registered
under the Act and any applicable state securities laws, or any exemption from
such registration is available, and such transfer is expressly permitted
hereby. The Company has no obligation to register any of the securities being
offered hereunder except as set forth in Article IV herein.

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<PAGE> 4
(h) ECONOMIC LOSS AND SOPHISTICATION. The Subscriber (i)
has adequate means of providing for his, her or its current needs and possible
personal contingencies, (ii) has no need for liquidity in this investment,
(iii) can bear the economic risk of losing his, her or its entire investment in
the Units, (iv) does not have an overall commitment to investments which are
not readily marketable that is disproportionate to his, her or its net worth,
and the Subscriber's investment in the Units will not cause such overall
commitment to become disproportionate to his, her or its net worth, and (v)
recognizes the highly sensitive nature of this investment. The Subscriber has
prior investment experience, including investment in nonlisted and
non-registered securities, and has such knowledge and experience in financial
and business matters that he, she or it is capable of evaluating the risks and
merits of this investment, and it has employed the services of an investment
advisor, attorney or accountant to read all of the documents furnished or made
available by the Company and to evaluate the merits and risks of such an
investment in the Company.

(i) PRINCIPAL PLACE OF BUSINESS OR RESIDENCE. The
address set forth on the signature page to this Agreement is the Subscriber's
true and correct principal place of business or residence, if an individual,
and the Subscriber has no present intention of moving its principal place of
business or residence, as the case may be, to any other state or jurisdiction.

(j) NO FEES. Neither the Subscriber, nor anyone acting
on the Subscriber's behalf, has taken any action which has resulted, or will
result, in any claims for brokerage commission or finders' fees by any person
in connection with the transaction contemplated by this Agreement.

(k) NEW ENTERPRISE. The Subscriber recognizes that the
Company is newly organized and has no financial or operating history and that
investment in the Units involves significant risks, including those set forth
under the caption "Risk Factors" in the Memorandum. The Subscriber further
recognizes that (i) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Units, (ii) an investor may not be able to
liquidate this investment, (iii) transferability of the Units and securities
represented thereby is extremely limited, (iv) in the event of a disposition,
the investor could sustain a loss of this entire investment, and (v) the
Company will require additional significant financing in order to continue its
business.

(l) NO REVIEW OF MEMORANDUM. The Subscriber understands
that the Memorandum will not be filed with or reviewed by any state securities
regulatory authority or the Securities and Exchange Commission. The Subscriber
agrees that he, she or it will not transfer the Units without registration
thereof under applicable Federal and state securities or "blue sky" laws unless
such transfer is exempt from registration under such laws.

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<PAGE> 5
(m) NO MARKET FOR UNITS. The Subscriber realizes that
he, she or it may not be able to sell or dispose of the Units or any securities
represented thereby as there will be no public market therefor. In addition,
the Subscriber understands that the right to transfer the Units or any
securities represented thereby will be subject to the conditions set forth
herein including restrictions against transfer without first having offered the
Units or the securities proposed to be transferred to the Company.

(n) INFORMATION PROVIDED BY SUBSCRIBER. All information
which the Subscriber has provided to the Company, including all information
contained in the Investor Questionnaire which is attached hereto as Schedule I,
concerning itself, its financial position, and its knowledge of financial and
business matters, is correct and complete as of the date set forth on the
signature page hereof and, if there should be any adverse change in such
information prior to acceptance hereof by the Company, he, she or it will
immediately provide the Company with such information.

(o) CRIMINAL HISTORY. Neither the Subscriber nor, if the
Subscriber is an entity, any of its partners, officers, directors or five
percent or more shareholders, has been convicted of a crime constituting a
felony.

(p) NO PROMISE OF EMPLOYMENT BY COMPANY. The Subscriber
understands and acknowledges that the subscription for and purchase of the
Units shall in no way be construed as granting the Subscriber any right to
employment by the Company or any of its affiliates.

(q) NO PUBLIC MARKET. The Subscriber understands that
there is no public market for the securities comprising the Units. The
Subscriber understands that even if a public market develops for the Company's
Units, Rule 144 (the "Rule") promulgated under the Act requires, among other
conditions, a two year holding period prior to the resale (in limited amounts)
of securities acquired in a non-public offering without having to satisfy the
registration requirements under the Act. The Subscriber understands that the
Company makes no representation or warranty regarding its fulfillment in the
future of any reporting requirements under the Securities Exchange Act of 1934,
as amended, or its dissemination to the public of any current financial or
other information concerning the Company, as is required by the Rule as one of
the conditions of its availability. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the securities
comprising the Units under the Act with the exception of certain registration
rights set forth in Article IV herein. The Subscriber consents that the
Company may, if it desires, permit the transfer of the securities comprising
the Units out of his name only when his request for transfer is accompanied by
an opinion of counsel reasonably satisfactory to the Company that neither the
sale nor the proposed transfer results in a violation of the Act or any
applicable state "blue sky" laws (collectively "Securities Laws"). The
Subscriber agrees to hold the Company and its directors, officers and
controlling persons and their respective heirs, representatives, successors and
assigns harmless and to indemnify them against all

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liabilities, costs and expenses incurred by them as a result of any
misrepresentation made by him contained herein or in the Confidential Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in
violation of any Securities Laws.

(r) LEGEND. The Subscriber consents to the placement of
a legend on any certificate or other document evidencing the Preferred Stock
and Common Stock comprising his Units stating that they have not been
registered under the Act and setting forth or referring to the restrictions on
transferability and sale thereof.

(s) SUBSCRIBER REVIEW; REJECTION OF SUBSCRIPTION. The
Subscriber understands that the Company will review this Subscription Agreement
and the Confidential Investor Questionnaire and is hereby given authority by
the undersigned to call his bank or place of employment or otherwise review the
financial standing of the Subscriber; and it is further agreed that the Company
reserves the unrestricted right to reject or limit any subscription and to
close the offer at any time.

(t) NASD MEMBER FIRM. The Subscriber acknowledges that
if he is a Registered Representative of an NASD member firm, he must give such
firm the notice required by the NASD's Rules of Fair Practice, receipt of which
must be acknowledged by such firm on the signature page hereof.

(u) INDEPENDENT INVESTIGATION. The Subscriber hereby
represents that, except as set forth herein and in the Memorandum, no
representations or warranties have been made to the Subscriber by the Company
or any agent, employee or affiliate of the Company and in entering into this
transaction, the Subscriber is not relying on any information, other than that
contained herein and in the Memorandum and the results of Subscriber's own
independent investigation.

2.1 INDEMNIFICATION. The Subscriber acknowledges that he, she or
it understands the meaning and legal consequences of the representations and
warranties contained in this Article II and that the Company, its officers,
directors, agents and representatives have relied upon such representations and
warranties. The Subscriber agrees to indemnify and hold harmless the Company,
its officers, directors, agents and representatives, or anyone acting on their
behalf, from and against all damages, losses, costs and expenses (including
reasonable attorneys' fees) which they may incur by reason of the failure of
the Subscriber to fulfill any of the terms or conditions of this Agreement or
by reason of any breach of the representations and warranties made by the
Subscriber herein or in any documents provided by the Subscriber to the
Company.

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ARTICLE III

RESTRICTIONS ON TRANSFER

3.1 RESTRICTIONS ON TRANSFER. The Subscriber acknowledges and
agrees that no Units or any securities represented thereby may be sold,
conveyed or otherwise transferred unless (a) expressly permitted under Section
3.2 or 3.3 hereof, (b) the transferee thereof shall agree in writing to be
bound by, and any Units or securities represented thereby transferred to such
transferee will be held by such transferee subject to, the terms and condition
of this Agreement and (c) such Units or securities shall have been registered
under all applicable securities laws or the Company shall have received an
opinion of counsel to Subscriber reasonably acceptable to the Company that such
registration is not required.

3.2 PERMITTED TRANSFEREES. A Subscriber may transfer all or any
portion of the Units or securities represented thereby to (a) any entity which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Subscriber, (b) any executive officer, director, shareholder
or partner of such Subscriber, (c) the spouse or any issue or adopted child of
such Subscriber or (d) a trust (inter vivos or testamentary) primarily for the
benefit of any person referred to in (c) above.

3.3 TERMINATION OF RESTRICTIONS. The obligations of the
Subscriber pursuant to this Article III shall terminate upon the consummation
of a public offering of the securities of the Company pursuant to a
registration statement filed pursuant to the Act (other than a registration
statement on Form S-8 or any successor form). Notwithstanding the foregoing,
the Subscriber understands that the Company has no commitments or the like with
respect to an initial public offering or any other type of future financing.

ARTICLE IV

REGISTRATION RIGHTS

4.1 DEMAND REGISTRATION. To the extent that any Registrable
Securities (as defined below) have not been registered in the Company's initial
public offering of the Company's equity securities (the "IPO"), if at any time
after six (6) months following the closing of the IPO but not more than four
(4) years from the Termination Date, the Company shall receive a written
request therefor (the "Demand Notice") from any record holder or holders of an
aggregate of more than fifty percent (50%) of the holders of Series A Common
Stock sold in the Unit Offering then outstanding (the "Requesting Holders"),
the Company shall prepare and file with the SEC a registration statement under
the Act covering the Series A Common Stock (the "Registrable Securities") which
are the subject of such request and shall use its best efforts to cause such
registration statement to become

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effective. In addition, upon the receipt of such request, the Company shall
promptly give written notice to all other record holders of Series A Common
Stock that such registration is to be effected. The Company shall include in
such registration statement such Registrable Securities for which it has
received written requests to register by such other record holders within
thirty (30) days after the delivery of the Company's written notice to such
other record holders.

In the event that at the time of the Demand Notice the Company
is in the process of preparing a registration statement under the Act relating
to an underwritten public offering, then no holder of securities of the
Company, including Requesting Holders may include securities in such
registration if in the good faith judgment of the managing underwriter of such
public offering the inclusion of such securities would interfere with the
successful marketing of the securities being underwritten. Shares to be
excluded from an underwritten public offering shall be selected in a manner
provided in Section 4.2 below. To the extent only a portion of the Registrable
Securities held by a Requesting Holder is included in the underwritten public
offering, a registration statement covering those Registrable Securities which
are excluded from the underwritten public offering will be filed within 120
days of the consummation of the underwritten public offering.

The obligation of the Company under this Section 4.1 shall be
limited to one registration statement. The Company shall pay the expenses
described in Section 4.5 for the registration statement filed pursuant to this
Section 4.1, except for underwriting discounts and commission and legal fees of
the Requesting Holders, which shall be borne by the Requesting Holders.

4.2 "PIGGYBACK" REGISTRATION RIGHTS

If the Company shall determine to proceed with the actual
preparation and filing (i) a registration statement relating to an IPO or (ii)
an additional registration statement under the Act in connection with the
proposed offer and sale of any of its securities by it or any of its security
holders (other than a registration statement on Form S-4, S-8 or other limited
purpose form) from and after six (6) months following the closing of an IPO but
not more than four (4) years from the Termination Date, then the Company will
give written notice of its determination to all record holders of the
Registrable Securities. Upon the written request from the Requesting Holders
(as defined in Section 4.1) within thirty (30) days after receipt of any such
notice from the Company, the Company will, except as herein provided, cause all
such Registrable Securities to be included in such registration statement, all
to the extent requisite to permit the sale or other disposition by the
prospective seller or sellers of the Registrable Securities to be so
registered; provided, further, that nothing herein shall prevent the Company
from, at any time, abandoning or delaying any registration. If any registration
pursuant to this Section 4.2 shall be underwritten in whole or in part, the
Company may require that the Registrable Securities requested for inclusion
pursuant to this Section 4.2 be included in the underwriting on the

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<PAGE> 9
same terms and conditions as the securities otherwise being sold through the
underwriters. In the event that the Registrable Securities requested for
inclusion pursuant to this Section 4.2 together with any other shares which
have similar piggyback registration rights (such shares and the Registrable
Securities being collectively referred to as the "Requested Stock") would (a)
in the case of a public offering that is not the IPO, constitute more than 15%
of the total number of shares to be included in a proposed underwritten public
offering, and (b) in the case of an IPO or any other public offering, if in the
good faith judgment of the managing underwriter of the IPO or such public
offering the inclusion of all of the Requested Stock originally covered by a
request for registration would reduce the number of shares to be offered by the
Company or interfere with the successful marketing of the shares of stock
offered by the Company, the number of shares of Requested Stock otherwise to be
included in the underwritten public offering may be reduced pro rata (by number
of shares) among the holders thereof requesting such registration or excluded
in their entirety if so required by the underwriter. To the extent only a
portion of the Requested Stock is included in the underwritten public offering,
those shares of Requested Stock which are thus excluded from the underwritten
public offering shall be withheld from the market by the holders thereof for a
period, not to exceed 120 days, which the managing underwriter reasonably
determined is necessary in order to effect the underwritten public offering.

The obligation of the Company under this Section 4.2 shall be
limited to two (2) registration statements.

4.3 LOCK UP PROVISION. In connection with the Company's IPO, the
Subscriber hereby agrees to be subject to the lock-up for 180 days or such
longer period following the IPO as required by the underwriter(s) of the IPO.
During such period, Subscriber agrees not to sell any shares of Common Stock
without the prior written consent of the underwriter(s).

4.4 REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of Section 4.1 or 4.2 to effect the registration of
Registrable Securities under the Act, the Company will:

(a) prepare and file with the SEC a registration
statement with respect to such securities, and use its best efforts to cause
such registration statement to become and remain effective for such period as
may be reasonably necessary to effect the sale of such securities, not to
exceed three months;

(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective for such period
as may be reasonably necessary to effect the sale of such securities, not to
exceed three months;

(c) furnish to the security holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the

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<PAGE> 10
registration statement, preliminary prospectus, final prospectus and such other
documents as such underwriters may reasonably request in order to facilitate
the public offering of such securities;

(d) use its best efforts to register or qualify the
securities covered by such registration statement under such state securities
or blue sky laws of such jurisdictions as such participating holders may
reasonably request in writing within twenty (20) days following the original
filing of such registration statement, except that the Company shall not for
any purpose be required to execute a general consent to service of process or
to qualify to do business as a foreign corporation in any jurisdiction wherein
it is not so qualified;

(e) notify the security holders participating in such
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;

(f) notify such holders promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;

(g) prepare and file with the SEC promptly upon the
request of any such holders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such holders (and
concurred in by counsel for the Company), is required under the Act or the
rules and regulations thereunder in connection with the distribution of Common
Stock by such holder;

(h) prepare and promptly file the SEC and promptly notify
such holders of the filing of such amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and

(i) advise such holders, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.

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4.5 EXPENSES.

(a) With respect to each registration requested pursuant
to Section 4.1 hereof, and with respect to each inclusion of Registrable
Securities in a registration statement pursuant to Section 4.2 hereof, all
fees, costs and expenses of and incidental to such registration, inclusion and
public offering (as specified in paragraph (b) below) in connection therewith
shall be borne by the Company, provided, however, that any security holders
participating in such registration shall bear their pro rata share of the
underwriting discount and commissions and transfer taxes.

(b) The fees, costs and expenses of registration to be
borne by the Company as provided in paragraph (a) above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees
and disbursements of counsel and accountants for the Company, and all legal
fees and disbursements and other expenses of complying with state securities or
blue sky laws of any jurisdictions in which the securities to be offered are to
be registered and qualified (except as provided in 4.5(a) above). Fees and
disbursements of counsel and accountants for the selling security holders and
any other expenses incurred by the selling security holders not expressly
included above shall be borne by the selling security holders.

4.6 INDEMNIFICATION.

(a) The Company will indemnify and hold harmless each
holder of Registrable Securities which are included in a registration statement
pursuant to the provisions of Sections 4.1 or 4.2 hereof, its directors and
officers, and any underwriter (as defined in the Act) for such holder and each
person, if any, who controls such holder or such underwriter within the meaning
of the Act, from and against, and will reimburse such holder and each such
underwriter and controlling person with respect to, any and all loss, damage,
liability, cost and expense to which such holder or any such underwriter or
controlling person may be come subject under the Act or otherwise, insofar as
such losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, damage,
liability, cost or expenses arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by such holder, such underwriter or such
controlling person in writing specifically for use in the preparation thereof.

(b) Each holder of Registrable Securities included in a
registration pursuant to the provision of Sections 4.1 or 4.2 hereof will
indemnify and hold harmless the

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Company, its directors and officers, any controlling person and any underwriter
from and against, and will reimburse the Company, its directors and officers,
any controlling person and any underwriter with respect to, any and all loss,
damage, liability, cost or expense to which the Company or an controlling
person and/or any underwriter may become subject under the Act or otherwise,
insofar as such losses, damages, liabilities, costs or expenses are caused by
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by or on behalf of such
holder specifically for use in the preparation thereof.

(c) Promptly after receipt by an indemnified party
pursuant to the provisions of paragraph (a) or (b) of this Section 4.7 of
notice of the commencement of any action involving the subject matter of the
foregoing indemnity provisions such indemnified party will, if a claim thereof
is to be made against the indemnifying party pursuant to the provisions of said
paragraph (a) or (b), promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall have the right to participate in, and, to
the extent that it may wish, jointly with any other indemnified party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, provided, however, if the defendants in any action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties which are different from or in addition to
those available to the indemnified party, or if there is a conflict of interest
which would prevent counsel for the indemnifying party from also representing
the indemnified party, the indemnified party or parties have the right to
select separate counsel to participate in the defense of such action on behalf
of such indemnified party or parties. After notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said paragraph (a) or (b) for the legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the
indemnified party shall have employed counsel in accordance with the provisions
of the preceding sentence, (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after the notice of the commencement of the
action of (iii) the

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indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.

ARTICLE V

TERMS OF SUBSCRIPTION

5.1 SUBSCRIPTION FOR UNITS. The subscription period will begin as
of September 8, 1994 and will terminate at 11:59 PM Eastern time on October 31,
1994, unless earlier terminated by the Company and the Placement Agent or
extended by the Company and the Placement Agent for up to an additional six (6)
months (the "Termination Date"). The minimum subscription per subscriber shall
be one Unit; provided, however, that smaller investments may be accepted at the
discretion of the Placement Agent and the Company, all as more fully described
in the Memorandum.

5.2 PLACEMENT AGENT. Placement of the Units will be made by the
Placement Agent, who will receive a placement fee as set forth in Article 6.2.

5.3 ESCROW ACCOUNT. Pending the sale of the Units, all funds paid
hereunder shall be deposited by the Company in escrow with the United States
Trust Company of New York, 114 W. 47th Street, New York, New York. If the
Company shall not have obtained subscriptions (including this subscription) for
purchases of seven (7) Units on or before the Termination Date, then this
subscription shall be void and all funds paid hereunder by the Subscriber,
without interest, shall be promptly returned to the Subscriber, subject to
Section 5.5 hereof. If seven (7) Units are sold at or prior to the Termination
Date, then all subscription proceeds shall be paid over to the Company within
ten days thereafter. In such event, placements of additional Units may continue
until the Termination Date, with subsequent releases of funds to be at the
mutual consent of the Company and the Placement Agent.

5.4 DELIVERY OF SECURITIES. The Subscriber hereby authorizes and
directs the Company to deliver the securities to be issued to such Subscriber
pursuant to this Subscription Agreement either to the residential or business
address indicated on the signature page hereto or directly to the Subscriber's
account maintained by the Placement Agent, if any. (If the Subscriber does not
desire the securities to be delivered to such account, the Subscriber should
delete this Section 5.4.)

5.5 RETURN OF FUNDS. The Subscriber hereby authorizes and directs
the Company to return any funds for unaccepted subscriptions to the same
account from which the funds were drawn, including any customer account
maintained with the Placement Agent.

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ARTICLE VI

MISCELLANEOUS

6.1 NOTICES. Any notice or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at its principal
office at 1575 Delucchi Lane, Reno, Nevada 89502, Attention: President, and to
the Subscriber at its address on the signature page of this Agreement, in each
case, or to such other address as such party may designate in writing. Notices
shall have been deemed to have been given on the date of mailing, except
notices of change of address which shall have been deemed to have been given
when received.

6.2 PLACEMENT AGENT AGREEMENT AND RIGHTS. The Units are being
sold on a "best efforts minimum/maximum" basis through the Placement Agent. The
Company and the Placement Agent have entered into an agreement (the "Placement
Agent Agreement") pursuant to which the Placement Agent is entitled to receive
from the Company a cash fee equal to 10.0% of the gross proceeds from the sale
of Units. The Placement Agent shall also receive a non-accountable expense
allowance equal to 3% of the gross proceeds of sales of Units, of which $15,000
has already been paid by the Company. Additionally, the Placement Agent is
entitled to receive warrants for the purchase of Series A Common Stock at the
exercise price of $1.25 per share equal to 20% of the shares of Series A Common
Stock sold through this Offering. In addition, the holders of the Series A
Common Stock issuable upon exercise of the Placement Agent's Warrants will have
certain demand and "piggyback" registration rights.

6.3 COUNTERPARTS; ENTIRE AGREEMENT. This Agreement may be
executed in counterparts. Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of the
Subscriber with respect to the purchase of the Units. This Agreement and the
Investor Questionnaire annexed hereto constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof.

6.4 PUBLICITY AND INFORMATION. Each of the Company and the
Subscriber shall maintain in confidence and shall not disseminate or disclose
information concerning this Agreement or the Memorandum, the terms hereof and
thereof and the transactions contemplated hereby or thereby, and any and all
information concerning the Company, or any of its affiliates not otherwise
available to the general public, except as otherwise required by law, rule,
regulation or order of any nation, state, subdivision, agency or court thereof
and except for press release or public announcements by the Company describing
the transactions contemplated by the Memorandum.

6.5 AMENDMENTS. This Agreement and the Investor Questionnaire
annexed hereto may be modified or amended only by a writing signed by the
parties hereto, and this

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Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.

6.6 SURVIVAL. The representations and warranties of the
Subscriber set forth herein shall survive the purchase and sale of the Units
pursuant hereto.

6.7 USE OF GENDER. All pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the applicable person or persons may require.

6.8 GOVERNING LAW. This Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of New York,
without regard to the principles of conflicts of law thereof. This Agreement
and the rights, powers and duties set forth herein shall be binding upon the
Subscriber and the Company and their legal representatives, successors and
assigns and shall inure to their benefit and the benefit of their respective
successors and assigns.

6.9 SEVERABILITY. The determination by a court of competent
jurisdiction that any provision of this Agreement is invalid or unenforceable
shall not offset any other provision of this Agreement, which shall remain in
full force and effect.

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INVESTOR NOTICES AND LEGENDS

BLUE SKY LEGENDS

ARKANSAS

The undersigned hereby represents that his net worth set forth in the
Private Placement Questionnaire is correct and that he is able to bear the
economic risk of an investment in the Offering. The undersigned further
represents that, at a minimum, such investment shall not exceed 20% of his net
worth (alone or jointly with a spouse) at the time of purchase.

CONNECTICUT

The undersigned acknowledges that the Securities have not been
registered under the Connecticut Uniform Securities Act, as amended (the "Act")
and are subject to restrictions on transferability and sale of securities as
set forth herein. The undersigned hereby agrees that such Securities will not
be transferred or sold without registration under the Act or exemption
therefrom.

GEORGIA

The undersigned hereby represents that he is acquiring the securities
for investment for his own account and that he is aware that transferability
and resale of the securities is restricted by state and federal law.

INDIANA

The undersigned hereby represents that he is acquiring the Securities
for his own investment and that he is aware that transferability and resale of
the Securities is restricted by state and federal law.

MAINE

The undersigned represents that he has (i) a net worth of $200,000
(exclusive of home, furnishings and automobiles); or (ii) a net worth of
$50,000 (exclusive of home, furnishings and automobiles) and an annual income
of $50,000 or more. The undersigned represents that he is purchasing the
securities for his own account and not with a view to resale or distribution.

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MICHIGAN

The undersigned represents that he is acquiring the Securities for
investment and hereby agrees not to resell or transfer such Securities without
registration under the Michigan Securities Act, as amended, or exemption
therefrom.

MISSOURI

The undersigned acknowledges that the Securities have not been
registered under the Missouri Uniform Securities Act, as amended (the "Act")
and are subject to restrictions on transferability and sale of securities as
set forth herein. The undersigned hereby acknowledges that such Securities may
be disposed of only through a licensed broker-dealer. It is a felony to sell
securities in violation of the Missouri Securities Act.

PENNSYLVANIA

The undersigned hereby acknowledges that the Issuer is relying upon
the exemption from registration of securities set forth in Section 203(d) of
the Pennsylvania Securities Act of 1972, as amended (the "Pennsylvania Act"),
in connection with the sale of the Securities to the undersigned.

In accordance with the requirements of Section 203(d) of the
Pennsylvania Act, the undersigned hereby agrees not to sell his Securities
within twelve (12) months from the date of purchase. Additionally, each
Pennsylvania resident who subscribes for any units has the right, pursuant to
the Pennsylvania Act, to withdraw his subscription therefor without incurring
any liability to the seller, underwriter (if any) or any other person, within
two business days from the date of receipt by the issuer of his written binding
contract of purchase, or in the case of a transaction in which there is no
written binding contract or purchase, within two business days after he makes
the initial payment for the securities being offered. To accomplish this
withdrawal, a subscriber need only send a letter or telegram to the issuer at
1575 Delucchi Lane, Reno, Nevada 89502, Attn: President, indicating his
intention to withdraw, such letter or telegram should be sent and postmarked
prior to the end of the aforementioned second business day. It is prudent to
send such letter by certified mail, return receipt requested, to have proof
that it was mailed. If the request is made orally (in person or by telephone)
to the issuer, a written confirmation that the request has been received should
be requested.

SOUTH DAKOTA

The undersigned hereby represents that he has either (i) a minimum net
worth (exclusive of home, furnishings and automobiles) of $30,000 and a minimum
annual gross income of $30,000 or (ii) a minimum net worth (exclusive of home,
furnishings and automobiles) of $75,000. The undersigned further represents
that if he is not an accredited

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<PAGE> 18
investor or is an accredited investor solely by reason of his net worth, income
or amount of investment, he shall not make an investment in the offering in
excess of 20% of his net worth (exclusive of home, furnishings and
automobiles).

TEXAS

The undersigned hereby acknowledges that the Securities cannot be sold
unless they are subsequently registered under the Securities Act of 1933, as
amended, and the Texas Securities Act, or an exemption from registration is
available. The undersigned further acknowledges that because the Securities are
not readily transferable, he must bear the economic risk of his investment for
an indefinite period of time.

-18-
<PAGE> 19

SIGNATURE PAGE INVESTORS WHO ARE NOT NATURAL PERSONS

The Subscriber hereby elects to subscribe for _____ Units, at a
purchase price per Unit of $100,000 for a total purchase price of $__________.

IN WITNESS WHEREOF, the undersigned has caused its duly authorized
officer/representative to execute this Subscription and Stock Purchase
Agreement and to initial the Investor Questionnaire attached hereto as Schedule
I, this ________ day of _________________, 1994.

PLEASE MAKE CHECKS PAYABLE TO "THE UNITED STATES TRUST COMPANY, SPECIAL
ACCOUNT" RE: TELECHIPS CORPORATION

COMPANY SUBSCRIBER(2)

Subscription Accepted:

Telechips Corporation

-----------------------------
(Print or Type Name of Entity)

By:_________________________________
----------------------------
(Signature of Authorized
Officer/Representative)
Title:_______________________________

---------------------------
Print or Type Name and Title
of Authorized
Officer/Representative)

ADDRESS:

----------------------------
Street Number and Street

----------------------------
City/State/Zip Code

----------------------------
Telephone Number

----------------------------
Social Security/Taxpayer
Identification Number

_________________

(2) If the Subscriber is a Registered Representative with an NASD member
firm, have the following acknowledgement signed by the appropriate party. The
undersigned NASD member firm acknowledges receipt of the notice required by
Article 3, Section 28(a) and (b) of the Rules of Fair Practice.

_________________________________

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<PAGE> 20
Name of NASD Member Firm

By:______________________________
Authorized Officer

-22-
<PAGE> 21
Exhibit 4.6

SCHEDULE I

CONFIDENTIAL INVESTOR QUESTIONNAIRE

THIS SECTION MUST BE COMPLETED BY ALL INVESTORS WHO ARE NATURAL PERSONS

ITEM 1. ALL INVESTORS MUST INITIAL THE FOLLOWING LINE:

[ ] I understand that the representations contained in this
Schedule I qualifying me as an "Accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under
the Act are made for the purpose of inducing a sale of
securities to me. I hereby represent that the statement or
statements initialed below are true and correct in all
respects. I understand that a false representation may
constitute a violation of law and that any person who suffers
damage as a result of a false representation may have a claim
against me for damages.

ITEM 2. ALL INVESTORS MUST INITIAL ANY OF THE FOLLOWING THREE
STATEMENTS THAT APPLY TO THEM:

[ ] (a) I certify that I am an accredited investor
because I have an individual net worth, or my spouse and I
have a combined net worth, in excess of $1,000,000. For
purposes of this Investor Questionnaire, "net worth" means the
excess of total assets at fair market value, including home
and personal property, over total liabilities.

[ ] (b) I certify that I am an accredited investor
because I have an individual annual income in excess of
$200,000, or joint annual income with my spouse in excess of
$300,000, in each of the two most recent years and I
reasonably expect to have an individual annual income in
excess of $200,000, or joint annual income with my spouse in
excess of $300,000, for the current year. For purposes of
this Investor Questionnaire, "income" means adjusted gross
income, as reported for Federal income tax purposes, increased
by the following amounts: (i) the amount of any tax exempt
interest income received, (ii) the amount of losses claimed as
a limited partner in a limited partnership and educated in
arriving at adjusted gross income, (iii) any deduction claimed
for depletion, (iv) deductible amounts contributed to an IRA
or Keogh retirement plan and (v) alimony paid.

[ ] (c) I certify that I am an accredited investor
because I am either a director or an executive officer of the
Company. For purposes of this Investor Questionnaire, an
"executive officer" means the president, any vice president in
charge of a principal business unit, division or function, or
any other officer who performs a policy making function, or
any other person who performs similar policy making functions
for the Company.

-1-
<PAGE> 22
THIS SECTION MUST BE COMPLETED BY ALL INVESTORS
WHICH ARE NOT NATURAL PERSONS

ITEM 1. AN INVESTOR WHICH IS A NON-NATURAL PERSON MUST INITIAL EACH OF
THE FOLLOWING STATEMENTS:

[ ] The undersigned understands that the representations contained
in this Schedule I qualifying me an accredited investor as
that term is defined in Rule 501 of Regulation D promulgated
under the Act are made for the purpose of inducing a sale of
securities to it. The undersigned hereby represents that the
statement or statements initialed below are true and correct
in all respects. The undersigned understands that a false
representation may constitute a violation of law and that any
person who suffers damage as a result of a false
representation may have a claim against it for damages.

ITEM 2. AN INVESTOR WHICH IS A NON-NATURAL PERSON MUST INITIAL ANY ONE
OF THE FOLLOWING FIVE STATEMENTS THAT APPLY TO IT:

[ ] (a) The undersigned certifies that it is an
accredited investor because it is either (i) a bank as defined
in Section 3(a)(2) of the Act, savings and loan association or
other institution as defined in Section 3(a)(5)(a) of the Act
whether acting in its individual or fiduciary capacity, (ii) a
broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, (iii) an insurance company as
defined in Section 2(13) of the Act, (iv) a investment company
registered under the Investment Company Act of 1940 or a
business development company as defined Section 2(a)(49) of
such Act, (v) a small business investment company licensed by
the United States Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958,
(vi) a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of
$5,000,000, or (vii) an employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974
if such investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank,
savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are
accredited investors.

[ ] (b) The undersigned certifies that it is an
accredited investor because it is a private business
development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.

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<PAGE> 23
[ ] (c) The undersigned certifies that it is an
accredited investor because it is an organization described in
Section 501(c)(3) of the Internal Revenue Code, a corporation,
Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the Units
offered with total assets in excess of $5,000,000.

[ ] (d) The undersigned certifies that it is an
accredited investor because it is a trust, with total assets
in excess of $5,000,000, not formed for the specific purpose
of acquiring the Units offered, whose purchase is directed by
a person who has such knowledge and experience in financial
and business matters that he is capable of evaluating the
merits and risks of the prospective investment.

[ ] (e) The undersigned certifies that it is an
accredited investor because it is an entity in which all of
the equity owners are accredited investors. Each such equity
owner must also property complete and submit an Investor
Questionnaire as if such equity owner was an investor. Such
additional Questionnaires are available upon request from the
Placement Agent.

ITEM 3. NASD AFFILIATION:

[ ] Are you an affiliate or associated person of any
member of the National Association of Securities Dealers,
Inc., and if so, please specify the member and your position.

___________________________________________
Member and Position

----------------------
(Signature)

-----------------------
(Print or Type Name)

-3-

<PAGE> 1
Exhibit 4.7

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED AND SOLD ONLY IF SO
REGISTERED OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

TELECHIPS CORPORATION

Warrant for the Purchase of Shares of
Series A 10% Convertible Redeemable Preferred Stock

______ Shares

FOR VALUE RECEIVED, Telechips Corporation, Inc., a Nevada
corporation (the "COMPANY"), hereby certifies that __________ or its permitted
assigns, is entitled to purchase from the Company, at any time or from time to
time commencing on October 31, 1994 and prior to 5:00 P.M., New York City time,
on October 31, 1999 (the "Termination Date") __________________________
______ (______) fully paid and non-assessable shares of the Series A 10%
Convertible Redeemable Preferred Stock, $1.00 par value per share, of the
Company at an exercise price of $1.00 per share. (Hereinafter, (i) said Series
A 10% Convertible Redeemable Preferred Stock, together with any other equity
securities which may be issued by the Company with respect thereto or in
substitution therefor, is referred to as the "PREFERRED STOCK," (ii) the Series
A Common Stock, $.01 par value, of the Company into which the Preferred Stock
is convertible, is referred to as the "COMMON STOCK," (iii) the shares of the
Preferred Stock purchasable hereunder or under any other Warrant (as
hereinafter defined) are referred to as the "WARRANT SHARES", (iv) the shares
of Common Stock purchasable hereunder or under any other Warrant (as
hereinafter defined) following the conversion of all shares of Preferred Stock
into Common Stock and each share of Common Stock receivable upon the conversion
of the Warrant Shares receivable upon the exercise of this Warrant are referred
to as the "CONVERSION SHARES," (v) the aggregate purchase price payable for the
Warrant Shares or the Conversion Shares, as the case may be, hereunder is
referred to as the "AGGREGATE WARRANT PRICE", (vi) the price payable for each
of the Warrant Shares or the Conversion Shares, as the case may be, hereunder
is referred to as the "PER SHARE WARRANT PRICE", (vii) this Warrant, all
similar Warrants issued on the date hereof or in connection with the Private
Placement of Units pursuant to the Private Placement Memorandum in which D.H.
Blair Investment Banking Corp. acted as Placement Agent and all warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants are referred to as the "WARRANTS" and (viii) the holder of this
Warrant is referred to as the "HOLDER" and the holder of this Warrant and all
other Warrants, Warrant Shares and/or Conversion Shares are referred to as the
"HOLDERS" and Holders of more than 50% of the outstanding Warrants, Warrant
Shares and Conversion Shares are referred to as the "MAJORITY OF THE HOLDERS").
The Aggregate Warrant Price is not subject to adjustment. The Per Share
Warrant Price is subject to adjustment as hereinafter provided; in the event of
any such adjustment, the number of Warrant Shares or Conversion Shares, as the
case may be, deliverable upon exercise of this Warrant shall be adjusted by
dividing the
<PAGE> 2
Aggregate Warrant Price by the Per Share Warrant Price in effect immediately
after such adjustment.

1. EXERCISE OF WARRANT.

(a) This Warrant may be exercised, in whole at any time
or in part from time to time, commencing on April 7, 1995 and prior to 5:00
P.M., New York City time, on the Termination Date by the Holder:

(i) by the surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the address set
forth in Subsection 10(a) hereof, together with proper payment of the
Aggregate Warrant Price, or the proportionate part thereof if this
Warrant is exercised in part, with payment for Warrant Shares or
Conversion Shares, as the case may be, made by certified or official
bank check payable to the order of the Company; or

(ii) by the surrender of this Warrant (with the cashless
exercise form at the end hereof duly executed) (a "CASHLESS EXERCISE")
at the address set forth in Subsection 10(a) hereof. Such
presentation and surrender shall be deemed a waiver of the Holder's
obligation to pay the Aggregate Warrant Price, or the proportionate
part thereof if this Warrant is exercised in part. In the event of a
Cashless Exercise, the Holder shall exchange its Warrant for that
number of Warrant Shares or Conversion Shares, as the case may be,
subject to such Cashless Exercise multiplied by a fraction, the
numerator of which shall be the difference between the then current
market price per share of Preferred Stock (or the Common Stock into
which the Preferred Stock is convertible) and the Per Share Warrant
Price, and the denominator of which shall be the then current market
price per share of Preferred Stock (or the Common Stock into which the
Preferred Stock is convertible). For purposes of any computation
under this Section 1(a)(ii), the then current market price per share
of Preferred Stock (or the Common Stock into which the Preferred Stock
is convertible) at any date (the "MARKET PRICE") shall be deemed to be
the last sale price of the Common Stock on the business day prior to
the date of the Cashless Exercise or, in case no such reported sales
take place on such day, the average of the last reported bid and asked
prices of the Common Stock on such day, in either case on the
principal national securities exchange on which the Common Stock is
admitted to trading or listed, or if not listed or admitted to trading
on any such exchange, the representative closing bid price of the
Common Stock as reported by the Nasdaq Stock Market, Inc.("NASDAQ"),
or other similar organization if Nasdaq is no longer reporting such
information, or, if the Common Stock is not reported on Nasdaq, the
high per share bid price for the Common Stock in the over-the-counter
market as reported by the National Quotation Bureau or similar
organization, or if not so available, the fair market price of the
Preferred Stock (or the Common Stock following conversion of all the
Preferred Stock) as determined in good faith by the Board of
Directors.

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<PAGE> 3
(b) If this Warrant is exercised in part, this Warrant
must be exercised for a number of whole shares of the Preferred Stock, (or the
Common Stock following conversion of all the Preferred Stock) and the Holder is
entitled to receive a new Warrant covering the Warrant Shares or Conversion
Shares, as the case may be, which have not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such Warrant
Shares or Conversion Shares, as the case may be. Upon surrender of this
Warrant, the Company will (i) issue a certificate or certificates in the name
of the Holder for the largest number of whole shares of the Preferred Stock (or
the Common Stock following conversion of all the Preferred Stock) to which the
Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of
any fractional share of the Preferred Stock (or the Common Stock following
conversion of all the Preferred Stock) to which the Holder shall be entitled,
pay to the Holder cash in an amount equal to the fair value of such fractional
share (determined in such reasonable manner as the Board of Directors of the
Company shall determine), and (ii) deliver the other securities and properties
receivable upon the exercise of this Warrant, or the proportionate part thereof
if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.

(c) If this Warrant is exercised on or after the date on
which all shares of Preferred Stock have been converted into shares of Common
Stock (the "Conversion Date"), then this Warrant shall be exercisable only for
Conversion Shares at the then applicable Per Share Warrant Price (including any
adjustment pursuant to Section 3(h) below).

2. RESERVATION OF WARRANT SHARES; LISTING. The Company
agrees that, prior to the expiration of this Warrant, the Company will at all
times (a) have authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of the
Preferred Stock and other securities and properties as from time to time shall
be receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all preemptive rights
and rights of first refusal and (b) have authorized and in reserve, and will
keep available, solely for issuance or delivery upon conversion of the Warrant
Shares receivable upon the exercise of this Warrant, the shares of Common Stock
and other securities and properties as from time to time shall be receivable
upon such conversion, free and clear of all restrictions on sale or transfer
and free and clear of all preemptive rights and rights of first refusal; and
(c) if the Company hereafter lists its Common Stock on any national securities
exchange, keep the Conversion Shares authorized for listing on such exchange
upon notice of issuance.

3. PROTECTION AGAINST DILUTION.

(a) If, at any time or from time to time after the date
of this Warrant, the Company shall issue or distribute to the holders of shares
of Preferred Stock evidence of its indebtedness, any other securities of the
Company or any cash, property or other assets (excluding a subdivision,
combination or reclassification, or dividend or distribution payable in shares
of Preferred Stock, referred to in Sub-

-3-
<PAGE> 4
section 3(b), and also excluding cash dividends or cash distributions paid out
of net profits legally available therefor in the full amount thereof, together
with the value of other dividends and distributions made substantially
concurrently therewith or pursuant to a plan which includes payment thereof, is
equivalent to not more than 5% of the Company's net worth) (any such
non-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share
Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then
in effect by a fraction, the numerator of which shall be the then current
Market Price of the Preferred Stock less the fair market value (as determined
in good faith by the Company's Board of Directors) of the evidence of
indebtedness, cash, securities or property, or other assets issued or
distributed in such Special Dividend applicable to one share of Preferred Stock
and the denominator of which shall be the then current Market Price of the
Preferred Stock. An adjustment made pursuant to this Subsection 3(a) shall
become effective immediately after the record date of any such Special
Dividend.

(b) In case the Company shall hereafter (i) pay a
dividend or make a distribution on its capital stock in shares of Preferred
Stock, (ii) subdivide its outstanding shares of Preferred Stock into a greater
number of shares, (iii) combine its outstanding shares of Preferred Stock into
a smaller number of shares or (iv) issue by reclassification of its Preferred
Stock any shares of capital stock of the Company (other than the Conversion
Shares), the Per Share Warrant Price shall be adjusted to be equal to a
fraction, the numerator of which shall be the Aggregate Warrant Price and the
denominator of which shall be the number of shares of Preferred Stock or other
capital stock of the Company which he would have owned immediately following
such action had such Warrant been exercised immediately prior thereto. An
adjustment made pursuant to this Subsection 3(b) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

(c) Except as provided in Subsections 3(a) and 3(d), in
case the Company shall hereafter issue or sell any shares of Preferred Stock or
rights, options, warrants or securities convertible into Preferred Stock
entitling the holders thereof to purchase Preferred Stock at a price per share
(determined by dividing (i) the total amount, if any, received or receivable by
the Company in consideration of the issuance or sale of such rights, options,
warrants or convertible securities plus the total consideration, if any,
payable to the Company upon exercise or conversion thereof (the "TOTAL
CONSIDERATION") by (ii) the number of additional shares of Preferred Stock
issuable upon exercise or conversion of such securities) less than the then
current Per Share Warrant Price in effect on the date of such issuance or sale,
the Per Share Warrant Price shall be adjusted as of the date of such issuance
or sale so that the same shall equal the price determined by dividing (i) the
sum of (A) the number of shares of Preferred Stock outstanding on the date of
such issuance or sale multiplied by the Per Share Warrant Price plus (B) the
Total Consideration by (ii) the number of shares of Preferred Stock outstanding
on the date of such issuance or sale plus the maximum number of additional
shares of Preferred Stock issuable upon exercise or conversion of such
securities.

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<PAGE> 5
(d) No adjustment in the Per Share Warrant Price shall be
required in the case of the issuance by the Company of Preferred Stock pursuant
to the exercise of any Warrant.

(e) In case of any capital reorganization or
reclassification, or any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or substantially as a entirety,
or in the case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with a merger of a third
corporation into the Company), the Holder of this Warrant shall have the right
thereafter to receive on the exercise of this Warrant the kind and amount of
securities, cash or other property which the Holder would have owned or have
been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section 3
with respect to the rights and interests thereafter of the Holder of this
Warrant to the end that the provisions set forth in this Section 3 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant. The above provisions of this
Subsection 3(e) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, statutory exchanges, sales or
conveyances. The Company shall require the issuer of any shares of stock or
other securities or property thereafter deliverable on the exercise of this
Warrant shall be responsible for all of the agreements and obligations of the
Company hereunder. Notice of any such reorganization, reclassification,
consolid exchange, sale or conveyance and of said provisions so proposed to be
made, shall be mailed to the Holders of the Warrants not less than 30 days
prior to such event. A sale of all or substantially all of the assets of the
Company for a consideration consisting primarily of securities shall be deemed
a consolidation or merger for the foregoing purposes.

(f) Upon the conversion of all the Preferred Stock into
Common Stock the Per Share Warrant Price shall be adjusted to be equal to a
fraction, the numerator of which shall be the Aggregate Warrant Price and the
denominator of which shall be the number of shares of Common Stock or other
capital stock of the Company which the Holder would have owned immediately
following such conversion had this Warrant been exercised immediately prior
thereto.

(g) In case any event shall occur as to which the other
provisions of this Section 3 are not strictly applicable but as to which the
failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles hereof then, in each such case, the Majority of the Holders may
appoint a firm of independent public accountants of recognized national
standing reasonably acceptable to the Company, which shall give

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<PAGE> 6
their opinion as to the adjustment, if any, on a basis consistent with the
essential intent and principles established herein, necessary to preserve the
purchase rights represented by the Warrants. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder of this Warrant and
shall make the adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.

(h) No adjustment in the Per Share Warrant Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.10 per share of Preferred Stock; provided, however, t carried forward
and taken into account in any subsequent adjustment; provided, further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this Subsection 3(h)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Preferred Stock issuable upon the
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.
Anything in this Section 3 to the contrary notwithstanding, the Company shall
be entitled to make such reductions in the Per Share Warrant Price, in addition
to those required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

(i) Whenever the Per Share Warrant Price is adjusted as
provided in this Section 3 and upon any modification of the rights of a Holder
of Warrants in accordance with this Section 3, the Company shall promptly
prepare a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and cause copies of such
certificate to be mailed to the Holders of the Warrants. The Company may, but
shall not be obligated (unless requested by a Majority of the Holders) to
obtain, at its expense, a certificate of a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular auditors of the Company) setting forth the Per Share Warrant
Price and the number of Warrant Shares or Conversion Shares, as the case may be,
after such adjustment or the effect of such modification,

(j) If the Board of Directors of the Company shall
declare any dividend or other distribution with respect to the Preferred Stock
or Common Stock other than a cash distribution out of earned surplus, the
Company shall mail notice thereof to the Holders of the Warrants not less than
15 days prior to the record date fixed for determining stockholders entitled to
participate in such dividend or other distribution.

(k) If, as a result of an adjustment made pursuant to
this Section 3, the Holder of any Warrant thereafter surrendered for exercise
shall become entitled to receive shares of two or more classes of capital stock
or shares of Preferred Stock and other capital stock of the Company, the Board
of Directors (whose determination shall be conclusive and shall be described in
a written notice to the

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<PAGE> 7
Holder of any Warrant promptly after such adjustment) shall determine the
allocation of the adjusted Per Share Warrant Price between or among shares or
such classes of capital stock or shares of Preferred Stock and other capital
stock.

(l) For purposes of the anti-dilution protection
contained in this Section 3, at all times following the conversion of all
shares of Preferred Stock into shares of Common Stock, the term Preferred Stock
shall be read to be Common Stock, context permitting, so that the anti-dilution
provisions will continue to protect the purchase rights represented by this
Warrant after the conversion of all the Preferred Stock into the Common Stock
in accordance with the essential intent and principles of this Section 3.

4. FULLY PAID STOCK; TAXES. The Company agrees that the
shares of the Preferred Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant and those for Common
Stock delivered upon the conversion of the Warrant Shares shall, at the time of
such delivery, be validly issued and outstanding, fully paid and nonassessable,
and not subject to preemptive rights or rights of first refusal, and the
Company will take all such actions as may be necessary to assure that the par
value or stated value, if any, per share of the Preferred Stock and the Common
Stock is at all times equal to or less than the then Per Share Warrant Price.
The Company further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or similar taxes
which may be payable in respect of the issue of any Warrant Share, Conversion
Share, or any certificate thereof.

5. REGISTRATION UNDER SECURITIES ACT OF 1933.

(a) The Company agrees that if, at any time during the
six year period commencing one year after the closing date of an initial public
offering of the Company's securities (the "IPO") registered under the
Securities Act of 1933, as amended (the "Act"), the Holder and/or the Holders
of any other Warrants, Warrant Shares and/or Conversion Shares, which have not
previously been registered under the Act, shall request that the Company file,
a registration statement under the Act covering not less than 50% of the
Conversion Shares, the Company will (i) promptly notify each Holder of the
Warrants, Warrant Shares and Conversion Shares not previously sold pursuant to
this Section 5, that such registration statement will be filed and that the
Conversion Shares which are then held, and/or may be acquired upon exercise of
the Warrants and conversion of the Warrant Shares by the Holder and such
holders will be included in such registrament at the Holder's and such holders'
request, (ii) cause such registration statement to cover all of such Conversion
Shares which it has been so requested to include, (iii) use its best efforts to
cause such registration statement to become effective as soon as practicable
and (iv) take all other action necessary under any Federal or state law or
regulation of any governmental authority to permit all such Conversion Shares
which it has been so requested to include in such registration statement to be
sold or otherwise

-7-
<PAGE> 8
disposed of, and will maintain such compliance with each such Federal and state
law and regulation of any governmental authority for the period necessary for
such Holders or holders to effect the proposed sale or other disposition, not
to exceed nine (9) months. The Company shall be required to effect a
registration or qualification pursuant to this Subsection 5(a) on one occasion
only.

(b) The Company agrees that if, at any time and from time
to time during the seven year period commencing after the IPO, the Board of
Directors of the Company shall authorize the filing of a registration statement
under the Act (other than the initial public offering of the Company's Common
Stock and otherwise than pursuant to Subsection 5(a) hereof, or other than a
registration statement on Form S-8, Form S-4 or any other form which does not
include substantially the same information as would be required in a form for
the general registration of securities) in connection with the proposed offer
of any of its securities by it or any of its stockholders, the Company will (i)
promptly notify each Holder of the Warrants, Warrant Shares and Conversion
Shares not previously sold pursuant to this Section 5, that such registration
statement will be filed and that the Conversion Shares which are then held,
and/or may be acquired upon exercise of the Warrants and conversion of the
Warrant Shares by the Holder and such holders will be included in such
registration statement at the Holder's and such holders' request provided such
request is received by the Company within twenty (20) days after receipt of
notice from the Company, (ii) cause such registration statement to cover all of
such Conversion Shares which it has been so requested to include, (iii) use its
best efforts to cause such registration statement to become effective as soon
as practicable and (iv) take all other action necessary under any Federal or
state law or regulation of any governmental authority to permit all such
Conversion Shares which it has been so requested to include in such
registration statement to be sold or otherwise disposed of, and will maintain
such compliance with each such Federal and state law and regulation of any
governmental authority for the period necessary for such Holders or holders to
effect the proposed sale or other disposition, not to exceed nine (9) months.

(c) Whenever the Company is required pursuant to the
provisions of this Section 5 to include in a registration statement Conversion
Shares, the Company shall (i) furnish each Holder of any Warrants, Warrant
Shares and/or Conversion Shares and each underwriter of such Common Stock with
such copies of the prospectus, including the preliminary prospectus, conforming
to the Act (and such other documents as each such Holder or each such uner to
facilitate the sale or distribution of such Common Stock, (ii) use its best
efforts to register or qualify such Common Stock under the blue sky laws (to
the extent applicable) of such jurisdiction or laws (to the extent applicable)
of such jurisdiction or jurisdictions as the Holders of any Common Stock and
each underwriter of such Common Stock being sold by such Holders shall
reasonably request and (iii) take such other actions as may be reasonably
necessary or advisable to enable such Holders and such underwriters to
consummate the sale or distribution in such jurisdiction or jurisdictions in
which such Holders shall have reasonably requested that such Common Stock be
sold.

-8-
<PAGE> 9
(d) The Company shall bear the entire cost and expense of
any registration of securities initiated by it under Subsection 5(b) hereof
notwithstanding that Warrants, Warrant Shares and/or Conversion Shares subject
to this Warrant may be included in any such registration. The Company shall
also comply with one request for registration made pursuant to Subsection 5(a)
hereof at its own expense and without charge to any holder of any Warrants,
Warrant Shares and/or Conversion; and the Company shall comply with one
additional request made pursuant to Subsection 5(a) hereof (and not deemed to
be pursuant to Subsection 5(b) hereof) at the sole expense of such majority
holder. Any holder whose Warrants, Warrant Shares and/or Conversion Shares
are included in any such registration statement pursuant to this Section 5
shall, however, bear the fees of his own counsel and any registration fees,
transfer taxes or underwriting discounts or commissions applicable to the
Warrants, Warrant Shares and/or Conversion Shares sold by him pursuant thereto.

(e) The Company will indemnify the holders of Conversion
Shares which are included in each registration statement referred to in
Subsections 5(a) and 5(b), and the underwriters of such Common Stock,
substantially to the same extent as is customary for indemnification and
contribution provisions in favor of underwriters and selling shareholders of
similar offerings, and such Holders will indemnify the Company (and the
underwriters, if applicable) with respect to information furnished by them in
writing to the Company for inclusion therein substantially to the same extent
as the underwriters indemnify the Company.

(f) If the Company shall at any time have completed a
public offering of shares of its Preferred Stock or Common Stock, it shall
thereafter take such steps as may be necessary to register it's Preferred Stock
or Common Stock, as the case may be, under Section 12(g) of the Securities
Exchange Act of 1934, as amended, to maintain such status, and to file with the
Securities and Exchange Commission all current reports and the information as
may be necessary to enable the Holder to effect sales of its shares in reliance
upon Rule 144 promulgated under the Act.

(g) Notwithstanding the foregoing, the Company shall not
be obligated to effect any registration pursuant to this Section 5 if at the
time of any request to effect a registration pursuant to this Section 5, the
Company is engaged, or has fixed plans to engage within ninety (90) days of the
time of the request, in a registered public offering or is engaged, or has
fixed plans to engage within ninety (90) days of time of the request, in any
other activity that, in the good faith determination of the Board of Directors
of the Company, would be adversely affected by the requested registration to
the material detriment of the Company, then the Company may at its option
direct that such request be delayed for a period not in excess of one hundred
twenty (120) days from the effective date of such offering, or the date of
commencement of such other material activity, as the case may be, such rights
to delay a request to be exercised by the Company not more than once in any
twelve month period.

-9-
<PAGE> 10
6. LIMITED TRANSFERABILITY. This Warrant may not be
sold, transferred, assigned or hypothecated by the Holder except in compliance
with the provisions of the Act and is so transferable only upon the books of
the Company which it shall cause to be maintained for such purpose. The
Company may treat the registered Holder of this Warrant as he or it appears on
the Company's books at any time as the Holder for all purposes. The Company
shall permit any Holder of a Warrant or his duly authorized attorney, upon
written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. All
warrants issued upon the transfer or assignment of this Warrant will be dated
the same date as this Warrant, and all rights of the holder thereof shall be
identical to those of the Holder.

7. LOSS, ETC., OF WARRANT. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right to vote
or to consent to or receive notice as a stockholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
stockholder, prior to the exercise hereof.

9. COMMUNICATION. No notice or other communication
under this Warrant shall be effective unless, but any notice or other
communication shall be effective and shall be deemed to have been given if, the
same is in writing and is mailed by first-class mail, postage prepaid,
addressed to:

(a) the Company at Telechips Corporation, 1575 Delucchi
Lane, Reno, Nevada 89502, or such other address as the Company has
designated in writing to the Holder, or

(b) the Holder at D.H. Blair Investment Banking Corp., 44
Wall Street, New York Attn: Martin A. Bell, Esq., or other such
address as the Holder has designated in writing to the Company.

10. HEADINGS. The headings of this Warrant have been
inserted as a matter of convenience and shall not affect the construction
hereof.

11. APPLICABLE LAW. This Warrant shall be governed by
and construed in accordance with the law of the State of New York without
giving effect to the principles of conflicts of law thereof.

-10-
<PAGE> 11
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this ___ day of __________, 1994.

TELECHIPS CORPORATION

By:____________________________________
Name:
Title: President

ATTEST:

__________________________________
Secretary
[Corporate Seal]
<PAGE> 12
SUBSCRIPTION

The undersigned, ___________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for and
purchase ____________________ shares of the Preferred Stock, par value $1.00
per share, of Telechips Corporation covered by said Warrant, and makes payment
therefor in full at the price per share provided by said Warrant.

Dated:__________________ Signature:_____________________________

Address:_______________________________

CASHLESS EXERCISE

The undersigned ___________________, pursuant to the
provisions of the foregoing Warrant, hereby elects to exchange its Warrant for
___________________ shares of Preferred Stock, par value $1.00 per share, of
Telechips Corporation pursuant to the Cashless Exercise provisions of the
Warrant.

Dated:__________________ Signature:_____________________________

Address:_______________________________

ASSIGNMENT

FOR VALUE RECEIVED _______________ hereby sells, assigns and
transfers unto ____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Telechips Corporation

Dated:__________________ Signature:_____________________________

Address:_______________________________

-12-
<PAGE> 13
PARTIAL ASSIGNMENT

FOR VALUE RECEIVED _______________ hereby assigns and
transfers unto ____________________ the right to purchase _______ shares of the
Preferred Stock, par value $1.00 per share, of Telechips Corporation covered by
the foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer that part of said Warrant on the
books of Telechips Corporation.

Dated:__________________ Signature:_____________________________

Address:_______________________________

-13-

<PAGE> 1
Exhibit 4.8

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

STOCK PURCHASE WARRANT

To Purchase Series A Common Stock of

TELECHIPS CORPORATION

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

<PAGE> 2
Exhibit 4.8

Void after 5:00 p.m. New York Time, on October 31, 1999.
Warrant to Purchase ______ Shares of Series A Common Stock.

WARRANT TO PURCHASE SERIES A COMMON STOCK

TELECHIPS CORPORATION

This is to Certify That, FOR VALUE RECEIVED, __________, or
assigns ("Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from Telechips Corporation, a Nevada corporation ("Company"), ______
fully paid, validly issued and nonassessable shares of Series A Common Stock,
par value $.01 per share, of the Company ("Series A Common Stock") at a price
of $1.25 per share at any time or from time to time during the period from
October 31, 1994 to October 31, 1999, but not later than 5:00 p.m. New York
City Time, on October 31, 1999. The number of shares of Series A Common Stock
to be received upon the exercise of this Warrant and the price to be paid for
each share of Series A Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Series A Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter sometimes
referred to as "Warrant Shares" and the exercise price of a share of Series A
Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price". This Warrant,
together with warrants of like tenor, constituting in the aggregate warrants
(the "Warrants") to purchase 110,000 Shares of Series A Common Stock, was
originally issued pursuant to an Agency Agreement, dated October 24, 1994,
between the Company and D.H. Blair Investment Banking Corp. ("Blair"), in
connection with a private placement through Blair of Units, each Unit
consisting of 40,000 shares of Series A Common Stock and 50,000 shares of
Series A 10% Convertible Redeemable Preferred Stock (the "Private Placement").

(a) EXERCISE OF WARRANT.

(1) This Warrant may be exercised in whole or in
part at any time or from time to time on or after October 31, 1994 and until
October 31, 1999 (the "Exercise Period"), subject to the provisions of Section
(j)(2) hereof; provided, however, that (i) if either such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day, and (ii) in the
event of any merger, consolidation or sale of substantially all the assets of
the Company as an entirety, resulting in any distribution to the Company's
stockholders, prior to October 31, 1999, the Holder shall have the right to
exercise this Warrant commencing at such time through
<PAGE> 3
October 31, 1999 into the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number
of shares of Series A Common Stock into which this Warrant might have been
exercisable immediately prior thereto. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. As soon as practicable after
each such exercise of the warrants, but not later than seven (7) days from the
date of such exercise, the Company shall issue and deliver to the Holder a
certificate or certificate for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the rights of
the Holder thereof to purchase the balance of the Warrant Shares purchasable
thereunder. Upon receipt by the Company of this Warrant at its office, or by
the stock transfer agent of the Company at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares
of Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically delivered
to the Holder.

(2) At any time during the Exercise Period, the Holder
may, at its option, exchange this Warrant, in whole or in part (a "Warrant
Exchange"), into the number of Warrant Shares determined in accordance with
this Section (a)(2), by surrendering this Warrant at the principal office of
the Company or at the office of its stock transfer agent, accompanied by a
notice stating such Holder's intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange
shall take place on the date specified in the Notice of Exchange or, if later,
the date the Notice of Exchange is received by the Company (the "Exchange
Date"). Certificates for the shares issuable upon such Warrant Exchange and,
if applicable, a new warrant of like tenor evidencing the balance of the shares
remaining subject to this Warrant, shall be issued as of the Exchange Date and
delivered to the Holder within seven (7) days following the Exchange Date. In
connection with any Warrant Exchange, this Warrant shall represent the right to
subscribe for and acquire the number of Warrant Shares (rounded to the next
highest integer) equal to (i) the number of Warrant Shares specified by the
Holder in its Notice of Exchange (the "Total Number") less (ii) the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of
the Total Number and the existing Exercise Price by (B) the current market
value of a share of Series A Common Stock. Current market value shall have the
meaning set forth Section (c) below, except that for purposes hereof, the date
of exercise, as used in such Section (c), shall mean the Exchange Date.

(b) RESERVATION OF SHARES. The Company shall at all
times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of

2
<PAGE> 4
its Series A Common Stock as shall be required for issuance and delivery upon
exercise of the Warrants.

3
<PAGE> 5
any Warrants into which this Warrant may be divided or exchanged. Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of reasonably satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilate like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by anyone.

4
<PAGE> 6
additional shares of Series A Common Stock which the aggregate
offering price of the total number of shares of Common Stock
so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such
current market price per share of the Series A Common Stock,
and the denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such record date and the
number of additional shares of Series A Common Stock offered
for subscription or purchase (or into which the convertible
securities so offered are convertible) or (ii) in the event
the Subscription Price is equal to or higher than the current
market price but is less than the Exercise Price, the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction, the
numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned below and the number
of additional shares of Series A Common Stock which the
aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price of
the convertible securities so offered) would purchase at the
Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding on the record
date mentioned below and the number of additional shares of
Series A Common Stock offered for subscription or purchase (or
into which the convertible securities so offered are
convertible). Such adjustment shall be made successively
whenever such rights or warrants are issued and shall become
effective immediately after the record date for the
determination of shareholders entitled to receive such rights
or warrants; and to the extent that shares of Series A Common
Stock are not delivered (or securities convertible into Series
A Common Stock are not delivered) after the expiration of such
rights or warrants the Exercise Price shall be readjusted to
the Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of
shares of Series A Common Stock (or securities convertible
into Series A Common Stock) actually delivered.

5
<PAGE> 7
distributed or of such rights or warrants, and the denominator
of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share
of Series A Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed. Such
adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record
date for the determination of shareholders entitled to receive
such distribution.

(4) In case the Company shall issue shares of its
Common Stock, excluding shares issued (i) in any of the
transactions described in Subsection (1) above, (ii) upon
exercise of options granted to the Company's employees under a
plan or plans adopted by the Company's Board of Directors and
approved by its shareholders, if such shares would otherwise
be included in this Subsection (4), (but only to the extent
that the aggregate number of shares excluded hereby and issued
after the date hereof, shall not exceed 5% of the Company's
Common Stock outstanding at the time of any issuance), (iii)
upon exercise or conversion of options, warrants or Series B
Common Stock outstanding at October 31, 1994, or upon exercise
of this Warrant, or upon conversion of any Preferred Stock
issued in connection with the Private Placement, (iv) to
shareholders of any corporation which merges into the Company
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger, or (v)
issued in a bona fide public offering pursuant to a firm
commitment underwriting, but only if no adjustment is required
pursuant to any other specific subsection of this Section (f)
(without regard to Subsection (9) below) with respect to the
transaction giving rise to such rights for a consideration per
share (the "Offering Price") less than the current market
price per share (as defined in Subsection (8) below) on the
date the Company fixes the offering price of such additional
shares or less than the Exercise Price, the Exercise Price
shall be adjusted immediately thereafter so that it shall
equal the lower of (i) the price determined by multiplying the
Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the sum of the
number of shares of Series A Common Stock outstanding
immediately prior to the issuance of such additional shares
and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in Subsection
(7) below) for the issuance of such additional shares would
purchase at such current market price per share of Series A
Common Stock, and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after the
issuance of such additional shares or (ii) in the event the
Offering Price is equal to or higher than the current market
price per share but less than the Exercise Price, the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction, the
numerator of which shall be the number of shares of Series A
Common Stock outstanding immediately prior

6
<PAGE> 8
to the issuance of such additional shares and the number of
shares of Common Stock which the aggregate consideration
received (determined as provided in subsection (7) below) for
the issuance of such additional shares would purchase at the
Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after the
issuance of such additional shares. Such adjustment shall be
made successively whenever such an issuance is made.

(5) In case the Company shall issue any
securities convertible into or exchangeable for its Common
Stock (excluding securities issued in transactions described
in Subsections (2) and (3) above) for a consideration per
share of Common Stock (the "Conversion Price") initially
deliverable upon conversion or exchange of such securities
(determined as provided in Subsection (7) below) less than the
current market price per share (as defined in Subsection (8)
below) in effect immediately prior to the issuance of such
securities, or less than the Exercise Price, the Exercise
Price shall be adjusted immediately thereafter so that it
shall equal the lower of (i) the price determined by
multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
number of shares of Series A Common Stock which the aggregate
consideration received (determined as provided in Subsection
(7) below) for such securities would purchase at such current
market price per share of Common Stock, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to such issuance and the maximum
number of shares of Common Stock of the Company deliverable
upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate or (ii) in the
event the Conversion Price is equal to or higher than the
current market price per share but less than the Exercise
Price, the price determined by multiplying the Exercise Price
in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the
number of shares outstanding immediately prior to the issuance
of such securities and the number of shares of Series A Common
Stock which the aggregate consideration received (determined
as provided in subsection (7) below) for such securities would
purchase at the Exercise Price in effect immediately prior to
the date of such issuance, and the denominator of which shall
be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
maximum number of shares of Common Stock of the Company
deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or
rate. Such adjustment shall be made successively whenever
such an issuance is made.

7
<PAGE> 9
(6) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to Subsections
(1), (2), (3), (4) and (5) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially
issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so
obtained by the Exercise Price, as adjusted.

(7) For purposes of any computation respecting
consideration received pursuant to Subsections (4) and (5)
above, the following shall apply:

8
<PAGE> 10
prices as reported by NASDAQ, or other similar organization if
NASDAQ is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of
Directors.

9
<PAGE> 11
of this Warrant shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock
contained in Subsections (1) to (9), inclusive above.

10
<PAGE> 12
with or into another corporation (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that
the Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Series A
Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i)
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

11
<PAGE> 13
furnish indemnification in the manner as set forth in
Subsection (3)(C) of this Section (j). Such holders shall
furnish information and indemnification as set forth in
Subsection (3)(C) of this Section (j), except that the maximum
amount which may be recovered from the Holder shall be limited
to the amount of proceeds received by the Holder from the sale
of the Warrants or Warrant Shares.

(2) If any majority holder (as defined in
Subsection (4) of this Section (j) below) shall give notice to
the Company at any time during the six year period commencing
one year from the effective date of the Registration Statement
to the effect that such holder contemplates (i) the transfer
of all or any part of his or its Warrants and/or Warrant
Shares, or (ii) the exercise and/or conversion of all or any
part of his or its Warrants and the transfer of all or any
part of the Warrants and/or Warrant Shares under such
circumstances that a public offering (within the meaning of
the Act) of Warrants and/or Warrant Shares will be involved,
and desires to register under the Act, the Warrants and/or the
Warrant Shares, then the Company shall, within two weeks after
receipt of such notice, file a new registration statement
pursuant to the Act, to the end that the Warrants and/or
Warrant Shares may be sold under the Act as promptly as
practicable thereafter and the Company will use its best
efforts to cause such registration to become effective and
continue to be effective (current) (including the taking of
such steps as are necessary to obtain the removal of any stop
order) until the holder has advised that all of the Warrants
and/or Warrant Shares have been sold; provided that such
holder shall furnish the Company with appropriate information
(relating to the intentions of such holders) in connection
therewith as the Company shall reasonably request in writing.
In the event the registration statement is not declared
effective under the Act prior to April 7, 2000, the Company
shall extend the expiration date of the Warrants to a date not
less than 90 days after the effective date of such
registration statement. The holder may, at its option,
request the registration of the Warrants and/or Warrant Shares
in a registration statement made by the Company as
contemplated by Subsection (1) of this Section (j) or in
connection with a request made pursuant to Subsection (2) of
this Section (j) prior to the acquisition of the Warrant
Shares upon exercise of the Warrants and even though the
holder has not given notice of exercise of the Warrants. If
the Company determines to include securities to be sold by it
in any registration statement originally requested pursuant to
this Subsection (2) of this Section (j), such registration
shall instead be deemed to have been a registration under
Subsection (1) of this Section (j) and not under Subsection
(2) of this Subsection (j). The holder may thereafter at its
option, exercise the Warrants at any time or from time to time
subsequent to the effectiveness under the Act of the
registration statement in which the Warrant Shares were
included.

12
<PAGE> 14
(3) The following provision of this Section (j) shall also be applicable:

(C) The Company shall indemnify and hold
harmless each such holder and each underwriter,
within the meaning of the Act, who may purchase from
or sell for any such holder any Warrants and/or

13
<PAGE> 15
Warrant Shares from and against any and all losses,
claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material
fact contained in any registration statement under
the Act or any prospectus included therein required
to be filed or furnished by reason of this Section
(j) or caused by any omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such
untrue statement or alleged untrue statement or
omission or alleged omission based upon information
furnished or required to be furnished in writing to
the Company by such holder or underwriter expressly
for use therein, which indemnification shall include
each person, if any, who controls any such
underwriter within the meaning of such Act provided,
however, that the Company will not be liable in any
such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or
omission or alleged omission made in said
registration statement, said preliminary prospectus,
said final prospectus or said amendment or supplement
in reliance upon and in conformity with written
information furnished by such Holder or any other
Holder, specifically for use in the preparation
thereof.

(i) the Warrants held by him or among them, plus

(ii) the Warrants which he or they would be
holding if the Warrants for the Warrant Shares owned
by him or among them had not been exercised,would
constitute a majority of the Warrants originally
issued.

The Company's agreements with respect to Warrants or Warrant
Shares in this Section (j) shall continue in effect regardless of the exercise
and surrender of this Warrant.

14
<PAGE> 16

TELECHIPS CORPORATION

By_____________________________________

[SEAL]

Dated: October 31, 1994

Attest:

__________________________________
Secretary

15
<PAGE> 17
PURCHASE FORM

Dated __________________, 19__

__________

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________
(Please typewrite or print in block letters)

Address ________________________________________________________

Signature_______________________________________________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto

Name____________________________________________________________
(Please typewrite or print in block letters)

Address_________________________________________________________

Date _______________, 19__

Signature__________________________

<PAGE> 1

Exhibit 4.10

REGISTRATION RIGHTS AGREEMENT

AGREEMENT, dated as of the 15th day of October, 1996, between
MWW/Strategic Communications, Inc., a New Jersey Corporation (the "Holder") and
Telechips Corporation, a Nevada corporation having its principal place of
business at 6880 S. McCarran, Reno, Nevada 89509 (the "Company").

WHEREAS, simultaneously with the execution and delivery of
this Agreement, the Holder is receiving from the Company a warrant to purchase
an aggregate of up to 6,000 Shares of common stock, par value $.01 per share
(the "Common Stock") of the Company (the "Warrant Shares"), upon the terms and
subject to the conditions set forth in the Warrant Agreement between the Holder
and the Company dated October 15, 1996, and 7,200 shares of the Company's
Common Stock in consideration of the execution of the Release Agreement between
the Company and the Holder dated October 15, 1996 (together with the Warrant
Shares, the "Shares").

WHEREAS, the Company desires to grant to the Holder the
registration rights set forth herein with respect to the Shares.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. REGISTRABLE SECURITIES. As used herein the term
"Registrable Security" means each of the Shares and any additional shares of
Common Stock issued upon any stock split or stock dividend in respect of such
Shares; provided, however, that with respect to any particular Registrable
Security, such security shall cease to be a Registrable Security when, as of
the date of determination, (i) it has been effectively registered under the
Securities Act of 1933, as amended (the "Act"), provided that, the term
"registered" shall include (1) the preparation and filing of a registration
statement in compliance with the Act, and (2) the declaration or ordering of
the effectiveness of such registration statement by the Securities and Exchange
Commission, and disposed of pursuant thereto, (ii) registration under the
Securities Act is no longer required for the immediate public distribution of
such security, or (iii) it has ceased to be outstanding. The term "Registrable
Securities" means any and/or all of the securities falling within the foregoing
definition of a "Registrable Security." In the event of any merger,
reorganization, consolidation, recapitalization or other change in corporate
structure affecting the Common Stock, such adjustment shall be made in the
definition of "Registrable Security" as is appropriate in order to prevent any
dilution or enlargement of the rights granted pursuant to this Agreement.
<PAGE> 2
2. REGISTRATION. The Company shall prepare and file
with the Securities and Exchange Commission (the "Commission"), on one
occasion, at the sole expense of the Company, a Registration Statement complete
with all necessary amendments thereto, (a "Registration Statement") and such
other documents, including, without limitation, a prospectus, as may be
necessary (in the opinion of both counsel for the Company or counsel for the
Holder), in order to comply with the provisions of the Act, so as to permit a
public offering and sale of the Shares by the Holder thereof on or before
October 18, 1996. In the event the Shares or any additional Shares are not
registered on or before October 25, 1996, the Company shall pay to MWW as
additional liquidated damages the sum of $1,000 for each day after October 25,
1996 that such shares are not registered ("Liquidated Damages"), except that
the Liquidated Damages payable hereunder shall not exceed the cash value of
such Shares or any additional Shares, which value shall be determined by taking
the average of the closing bid and asked price for the Company's Common Stock
on October 18, 1996.

3. ADDITIONAL TERMS. The following provisions shall be
applicable to any Registration Statement filed pursuant to Paragraphs 2 of this
Agreement:

(a) The Company will use its best efforts to cause
the Registration Statement covering all of the Registrable Securities to become
effective as promptly as possible but in any event, to permit a public offering
and sale of the shares and any additional shares held by the Holder on or
before October 18, 1996 and, if any stop order shall be issued by the
Securities and Exchange Commission in connection therewith, to use its best
efforts to obtain the removal of such order. Following the effective date of
such Registration Statement, the Company shall, upon the request of the Holders
forthwith supply such number of copies of the Registration Statement,
preliminary prospectus and prospectus meeting the requirements of the Act, and
other documents necessary or incidental to the offering, as shall be reasonably
requested by the Holder to permit the Holder to make a public distribution of
his or her Registrable Securities. The Company will use its best efforts to
qualify the Registrable Securities for sale in such states as the Holder shall
reasonably request, provided that no such qualification will be required in any
jurisdiction where, solely as a result thereof, the Company would be required
to consent to general service of process, be subject to taxation or
qualification as a foreign corporation doing business in such jurisdiction or
be required to qualify as a dealer in securities. The Holder agrees to furnish
to the Company such appropriate information concerning the Holder, the Holder's
Registrable Securities and the terms of the Holder's offering of such
Registrable Securities as the Company may reasonably request in order to permit
the Company to prepare the Registration Statement, including any amendment or
supplement thereto.

-2-
<PAGE> 3
(b) The Company shall bear the entire cost and
expense of any registration of the Registrable Securities; and shall keep such
registration effective for a period of 180 days or until the distribution
described in the registration statement has been completed, whichever occurs
first, provided, however, that the Holder shall be solely responsible for the
fees of any counsel or other professional advisor retained by him or her in
connection with such registration and any transfer taxes or underwriting
discounts or commissions applicable to the Registrable Securities sold by him
or her pursuant thereto.

(c) The Company shall indemnify and hold harmless the
Holder, which indemnification shall include each person, if any, who controls
the Holder within the meaning of the Act and each officer, director, employee
and agent of such Holder, from and against any and all losses, claims, damages
and liabilities arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement,
any other registration statement or other compliance document filed by the
Company under the Act or furnished in connection with the Registrable
Securities, any post-effective amendment to such registration statements, or
any prospectus included therein required to be filed or furnished by reason of
this Agreement or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, not misleading, or any violation by the Company of any rule or
regulation promulgated under the Act applicable to the Company and relating to
any action or inaction required of the Company in connection with any such
registration or qualification or compliance and will reimburse each of such
Holder for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, or liability arises out of or is
based upon any untrue statement or omission based upon any written information
furnished to the Company by an instrument duly executed by such Holder
specifically for use therein, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or alleged untrue statement
or omission or alleged omission based upon information furnished or required to
be furnished in writing to the Company by the Holder expressly for use therein;
and provided further, that each Holder shall, if Registrable Securities held by
or issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, its directors, each officer signing the Registration Statement and
each person, if any, who controls the Company within the meaning of the Act,
from and against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, any other registration statement or other
compliance document filed by the

-3-
<PAGE> 4
Company under the Act or furnished in connection with the Registrable
Securities, any post-effective amendment to such registration statements, or
any prospectus included therein required to be filed or furnished by reason of
this Agreement or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or alleged untrue statement or omission based upon information
furnished in writing to the Company by the Holder expressly for use therein.

Each party entitled to indemnification under this paragraph (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this paragraph. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.

(d) If for any reason the indemnification provided
for in the preceding subparagraph is held by a court of competent jurisdiction
to be unavailable to an indemnified party with respect to any loss, claim,
damage, liability or expense referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable considerations.

(e) Neither the filing of a registration statement
by the Company pursuant to this Agreement nor the making of any request for
prospectuses by the Holder shall impose upon the Holder any obligation to sell
his or her Registrable Securities.

-4-
<PAGE> 5
(f) The Holder, upon receipt of notice from the
Company that an event has occurred which requires a post-effective amendment to
the registration statement filed with respect to the Registrable Securities or
a supplement to the prospectus included therein, shall promptly discontinue the
sale of his or her Registrable Securities until the Holder receives a copy of a
supplemented or amended prospectus from the Company, which the Company shall
provide as soon as practicable after such notice.

4. GOVERNING LAW. This Agreement shall be deemed to
have been made and delivered in the State of Nevada and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of Nevada.

5. AMENDMENT. This Agreement may only be amended by a
written instrument executed by the Company and the Holder.

6. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.

7. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same document.

8. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed duly given
when delivered by hand or mailed by registered or certified mail, postage
prepaid, return receipt requested, as follows:

If to the Holder, to his or her address set forth on the
signature page of this Agreement.

If to the Company, to the address set forth on the first page
of this Agreement.

The parties may change addresses by further notice to each
other party to this Agreement.

9. BINDING EFFECT; BENEFITS. The Holder may not assign his
or her rights hereunder except to permitted transferees of the Registrable
Securities. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns, including, without limitation, the permitted
transferees of the Registrable Securities. Nothing herein contained, express
or implied, is intended to confer upon any

-5-
<PAGE> 6
person other than the parties hereto and their respective heirs, legal
representatives, successors and such permitted assigns, any rights or remedies
under or by reason of this Agreement.

10. HEADINGS. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Agreement.

11. SEVERABILITY. Any provision of this Agreement which is
held by a court of competent jurisdiction to be prohibited or unenforceable in
any jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the date first above written.

TELECHIPS CORPORATION

By: ________________________________
Name:
Title:

HOLDER:

MWW/STRATEGIC COMMUNICATIONS, INC.

________________________________
Signature(s)

________________________________
Print Name and Title

Address:

________________________________

-6-

<PAGE> 1
Exhibit 4.11

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

400,000 @ $3.50 SHARE WARRANT
ISSUED AUGUST 27, 1996

FOR VALUE RECEIVED, TELECHIPS CORPORATION (the "Company"), a Nevada
corporation, hereby certifies that THIRD WORLD INVESTMENTS, LTD., an Isle of
Man corporation, or its permitted assigns are entitled to purchase from the
Company, at any time or from time to time commencing October 1, 1996, and prior
to 5:00 p.m., Atlanta, Georgia time then current, on August 31, 2001, 400,000
fully paid and non-assessable shares of the common stock, $.01 par value, of
the Company, at a purchase price of $3.50 per share, subject to adjustment as
provided herein. (Hereinafter, (i) said common stock, together with any other
equity securities which may be issued by the Company with respect thereto or in
substitution therefor, is referred to as the "Common Stock," (ii) the shares of
the Common Stock purchasable hereunder are referred to as the "Warrant Shares,"
(iii) the aggregate purchase price payable hereunder for the Warrant Shares is
referred to as the "Aggregate Warrant Price," (iv) the price payable hereunder
for each of the shares of the Warrant Shares is referred to as the "Per Share
Warrant Price" and (v) this warrant and all warrants hereafter issued in
exchange or substitution for this warrant are referred to as the "Warrants.")
The Aggregate Warrant Price is not subject to adjustment. The Per Share
Warrant Price is subject to adjustment as hereinafter provided; in the event of
any such adjustment, the number of Warrant Shares shall be adjusted by dividing
the Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment.

1. EXERCISE OF WARRANT.

(a) This Warrant may be exercised, in whole at any time or in part
from time to time, commencing October 1, 1996 (the "Commencement Date"), and
prior to 5:00 p.m., Atlanta, Georgia time then current, on August 31, 2001 (the
"Expiration Date"), by the holder of this Warrant (the "Holder") by the
surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in Subsection 10(a) hereof, together with
proper payment of the Aggregate Warrant Price, or the proportionate part
thereof if this Warrant is exercised in part. Payment for the Warrant Shares
shall be made by certified or official bank check, payable to the order of the
Company. If this Warrant is exercised in part, this Warrant must be exercised
for a number of whole shares of the Common Stock, and the Holder is entitled to
receive a new Warrant covering the number of Warrant Shares in respect of which
this Warrant has not been exercised and setting forth the proportionate part of
the Aggregate Warrant Price applicable to such Warrant Shares. Upon such
exercise and surrender of this Warrant, the Company will (i) issue a
certificate or certificates in the name of the Holder for the number of whole
shares of the Common Stock to which the Holder shall be entitled and, if this
Warrant is exercised in whole, in lieu of any fractional share of the Common
Stock to which the Holder shall be entitled, pay cash equal to the fair value
of such fractional share (determined in such reasonable manner as the Board of
Directors of the Company shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant to
the provisions of this Warrant.

<PAGE> 2
(b) The Per Share Warrant Price with respect to each exercise of
this Warrant shall be $3.50, subject to adjustment as provided herein.

(c) In lieu of exercising this Warrant in the manner set forth in
paragraph 1(a) above, this Warrant may be exercised between the Commencement
Date and the Expiration Date by surrender of the Warrant without payment of any
other consideration, commission or remuneration, together with the cashless
exercise subscription form at the end hereof, duly executed. The number of
shares to be issued in exchange for the Warrant shall be the product of (x) the
excess of the market price of the Common Stock on the date of surrender of the
Warrant and the exercise subscription form over the Per Share Warrant Price and
(y) the number of shares subject to issuance upon exercise of the Warrant,
divided by the market price of the Common Stock on such date. Upon such
exercise and surrender of this Warrant, the Company will (i) issue a
certificate or certificates in the name of the Holder for the number of whole
shares of the Common Stock to which the Holder shall be entitled and, in lieu
of any fractional share of the Common Stock to which the Holder shall be
entitled, pay cash equal to the fair value of such fractional share (determined
in such reasonable manner as the Board of Directors of the Company shall
determine), and (ii) deliver the other securities and properties receivable
upon the exercise of this Warrant, pursuant to the provisions of this Warrant.

2. RESERVATION OF WARRANT SHARES.

The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for the issuance or delivery upon the exercise of this
Warrant, such number of shares of the Common Stock and such amount of other
securities and properties as from time to time shall be deliverable to the
Holder upon the exercise of this Warrant, free and clear of all restrictions on
sale or transfer (except such as may be imposed under applicable federal and
state securities laws) and free and clear of all preemptive rights and all
other rights to purchase securities of the Company.

3. PROTECTION AGAINST DILUTION.

(a) If, at any time or from time to time after the date of this
Warrant, and prior to the exercise or expiration hereof, the Company shall
distribute to the holders of its outstanding Common Stock, (i) securities,
other than shares of Common Stock, or (ii) property, other than cash dividends
paid in conformity with past practice, without payment therefor, with respect
to Common Stock, then, and in each such case, the Holder, upon the exercise of
this Warrant, shall be entitled to receive the securities and property which
the Holder would have held on the date of such exercise if, on the date of this
Warrant, the Holder had been the holder of record of the number of shares of
the Common Stock subscribed for upon such exercise and, during the period from
the date of this Warrant to and including the date of such exercise, had
retained such shares and the securities and properties receivable by the Holder
during such period. Notice of each such distribution shall be forthwith mailed
to the Holder.

(b) If, at any time or from time to time after the date of this
Warrant, and prior to the exercise or expiration hereof, the Company shall (i)
pay a dividend or make a distribution on its capital stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common

2
<PAGE> 3
Stock into a greater number of shares, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares or (iv) issue by reclassification
of its Common Stock any shares of capital stock of the Company, the Per Share
Warrant Price in effect immediately prior to such action shall be adjusted so
that the Holder of any Warrant thereafter exercised shall be entitled to
receive the number of shares of Common Stock or other capital stock of the
Company which he would have owned or been entitled to receive immediately
following the happening of any of the events described above had such Warrant
been exercised immediately prior thereto. An adjustment made pursuant to this
(b) shall become effective immediately prior thereto. An adjustment made
pursuant to this (b) shall become effective immediately after the record date
in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
(b), the holder of any Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the Holder of any Warrant promptly after such adjustment) shall
determine the allocation of the adjusted Per Share Warrant Price between or
among shares of such classes or capital stock or shares of Common Stock and
other capital stock.

(c) Except as provided in Section 3(e) below, if the Company
hereafter issues or sells any shares of Common Stock for a consideration per
share less than the Per Share Warrant Price then in effect immediately prior to
such issuance or sale (each such issuance being a "Dilutive Issuance"), the Per
Share Warrant Price shall be reduced as of the date of such issuance to the per
share consideration received for the Common Stock issued in such Dilutive
Issuance.

(d) Except as provided in Section 3(e) below, in case the Company
shall hereafter issue or sell any rights, options, warrants or securities
convertible into Common Stock entitling the holders thereof to purchase the
Common Stock or to convert such securities into Common Stock at a price per
share (determined by dividing (i) the total amount, if any, received or
receivable by the Company in consideration of the issuance or sale of such
rights, options, warrants or convertible securities plus the total
consideration, if any, payable to the Company upon exercise or conversion
thereof by (ii) the number of additional shares of Common Stock issuable upon
exercise or conversion of such securities)(such price hereinafter being
referred to as the "Lower Price") less than the Per Share Warrant Price then in
effect on the date of such issuance or sale, the Per Share Warrant Price shall
be adjusted as of the date of such issuance or sale so that the Per Share
Warrant Price shall equal the Lower Price.

(e) No adjustment in the Per Share Warrant Price shall be required
in the case of (i) the issuance of shares of Common Stock upon the exercise of
options and warrants in existence on the date of this Warrant, options granted
in the future to full-time employees or directors of the Company or options
which may be granted under the Company's Stock Option Plans as in effect on the
date hereof, (ii) the issuance of shares of Common Stock in connection with the
conversion of Preferred Stock or Debentures of the Company in existence on the
date of this Warrant; (iii) the issuance of shares pursuant to the exercise of
this Warrant; or (iv) issuance of securities to MWW/Strategic Communications,
Inc., pursuant to a settlement agreement with the Company.

3
<PAGE> 4

(f) In case of any consolidation or merger to which the Company is
a party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or substantially as an entirety,
or in the case of any statutory exchange of securities with another entity
(including any exchange effectuated in connection with a merger of any other
corporation with the Company), the Holder of this Warrant shall have the right
thereafter to convert such Warrant into the kind and amount of securities, cash
or other property which he would have owned or have been entitled to receive
immediately after such consolidation, merger, statutory exchange, sale or
conveyance had this Warrant been exercised immediately prior to the effective
date of such consolidation, merger, statutory exchange, sale or conveyance and
in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this 3(f) shall similarly apply to
successive consolidations, mergers, statutory exchanges, sales or conveyances.
Notice of any such consolidation, merger, statutory exchange, sale or
conveyance, and of said provisions so proposed to be made, shall be mailed to
the Holder not less than 20 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

(g) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; provided, however, that any adjustments which by
reason of this (g) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment; and provided further, however,
that adjustments shall be required and made in accordance with the provisions
of this Section 3 (other than this (g)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution to the
Holder of this Warrant or Common Stock. All calculations under this Section 3
shall be made to the nearest cent or to the nearest 1/100th of a share, as the
case may be. Anything in this Section 3 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Per Share Warrant
Price, in addition to those required by this Section 3, as it in its discretion
shall deem to be advisable in order that any stock dividend, subdivision of
shares or distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its shareholders shall
not be taxable.

(h) Whenever the Per Share Warrant Price is adjusted as provided
in this Section 3 and upon any modification of the rights of the Holder of this
Warrant in accordance with this Section 3, the Company shall, at its own
expense, within ten (10) days of such adjustment or modification, deliver to
the holder of this Warrant a certificate of the Principal Financial Officer of
the Company setting forth the Per Share Warrant Price and the number of Warrant
Shares after such adjustment or modification and the manner of computing the
same. In addition, within thirty (30) days of the end of the Company's fiscal
year next following any such adjustment or modification, the Company shall,
upon request of a majority of the Holders, at

4
<PAGE> 5
its own expense, deliver to the Holder of this Warrant a certificate of a firm
of independent public accountants of recognized standing selected by the Board
of Directors (who may be the regular auditors of the Company) setting forth the
same information as required by such Principal Financial Officer Certificate.

(i) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the Common Stock, other
than out of earned surplus, the Company shall mail notice thereof to the Holder
not less than 10 days prior to the record date fixed for determining
shareholders entitled to participate in such dividend or other distribution.

4. FULLY PAID STOCK; TAXES.

The Company agrees that the shares of the Common Stock represented by
each and every certificate for Warrant Shared delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such
delivery, be validly issued and outstanding, fully paid and non-assessable and
not subject to preemptive rights or other contractual rights to purchase
securities of the Company, and the Company will take all such actions as may be
necessary to assure that the par value or stated value, if any, per share of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price.

5. REGISTRATION UNDER SECURITIES ACT OF 1933.

(a) The Company agrees that if, at any time and, from time to time
(during the period commencing on the date of issuance of this Warrant and
ending on August 31, 2001), the Board of Directors of the Company shall
authorize the filing of a registration statement other than a registration
statement on Form S-4 or S-8 (any such registration statement being sometimes
hereinafter called a "Company Initiated Registration Statement") under the
Securities Act of 1933 (the "Act") in connection with the proposed offer of any
of its securities by it or any of its shareholders, the Company will (i)
promptly notify the Holder and all other registered Holders, if any, of other
Warrants and/or Warrant Shares that such Company Initiated Registration
Statement will be filed and that the Warrant Shares which are then held, and/or
which may be acquired upon the exercise of the Warrants, by the Holder and such
Holders will be included in such Company Initiated Registration Statement at
the Holder's and such Holders' request, (ii) cause such Company Initiated
Registration Statement to cover all Warrant Shares which it has been so
requested to include, (iii) cause such Company Initiated Registration Statement
to become effective as soon as practicable and to remain effective and current
for a minimum period of one hundred eighty (180) days (provided that the
effectiveness of such registration statement, and any other registration
statement that is required under this Section 5(a) to remain effective for one
hundred eighty (180) days, may be terminated earlier if all Warrant Shares
issued and issuable upon exercise of the Warrants that were the subject of such
registration statement were sold by the Holders pursuant to such registration
prior to such registration statement ceasing to be effective) and (iv) take all
other action necessary under any federal or state law or regulation of any
governmental authority to permit all Warrant Shares which it has been so
requested to include in such Company Initiated Registration Statement to be
sold or otherwise disposed of and will maintain such compliance with each such
federal and state law and regulation of any governmental authority for the
period such registration statement remains

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<PAGE> 6
effective (such period being a minimum of one hundred eighty (180) days, unless
the effectiveness of the registration statement is terminated earlier as
contemplated by Section 5(a)(iii)). If the registration of which the Company
gives notice is a firmly underwritten registered public offering, the Company
shall so advise the Holder and all other registered Holders of Warrants and/or
Warrant Shares as part of the written notice given pursuant to this Section
5(a). In such event, notwithstanding any other provision of this Section 5(a),
if the underwriter of such public offering determines in its reasonable
discretion that marketing factors require the limitation of the number of
shares to be underwritten, the underwriter may (subject to the allocation
priority set forth below) exclude some or all of the Warrant Shares from such
registration and underwriting. The Company shall so advise all Holders, and
shall allocate the securities to be included in such offering in the following
manner. The Company may exclude shares of all Holders of registration rights
without any exclusion of shares offered by the Company, provided that no
securities other than securities offered by the Company are included in such
registration. In the event of any exclusion of shares held by holders of
registration rights, the securities of the Company (other than the Warrant
Shares) issued subsequent to the date of issuance of this Warrant (whether or
not such securities are entitled to registration rights) shall be excluded
first to the extent required by such limitation and, if a limitation of the
number of shares is still required, the number of shares that may be included
in the registration and underwriting shall be allocated among all Holders of
Warrants and Warrant Shares and all holders of shares of common stock (or
securities that are convertible into or exchangeable for shares of common
stock) that were issued and outstanding prior to the date of issuance of this
Warrant and which shares of common stock (including shares of common stock
issuable upon conversion or exchange of such convertible securities) the
Company is contractually obligated or otherwise desires, at the request of such
holders, to include in such registration ("Prior Shares") in proportion, as
nearly as practicable, to the respective number of Warrant Shares held or
purchasable by such Holders and the respective number of Prior Shares, each
determined at the time of the notice referred to in this Section 5(a) unless
another method determining such exclusion is specified in the agreements
governing the Prior Shares. Subsequent to the date of this Warrant, the
Company shall not grant rights to any party to include securities in a
registration statement filed by the Company unless such rights specifically
provide that such securities are to be on a parity with and not superior to the
Warrant Shares.

(b) Whenever the Company is required pursuant to the provisions of
this Section 5 to include Warrant Shares in a registration statement, the
Company shall (i) furnish each Holder of any such Warrant Shares and each
underwriter of such Warrant Shares with such copies of the prospectus,
including the preliminary prospectus, conforming to the Act (and such other
documents as each such Holder or each such underwriter may reasonably request)
in order to facilitate the sale or distribution of the Warrant Shares, (ii) use
its best efforts to register or qualify such Warrant Shares under the blue sky
laws (to the extent applicable) of such jurisdiction or jurisdictions as the
Holders of any such Warrant Shares and each underwriter of Warrant Shares being
sold by Holders shall reasonably request and (iii) take such other actions as
may be reasonably necessary or advisable to enable such Holders and such
underwriters to consummate the sale or distribution in such jurisdiction or
jurisdictions in which such Holders shall have reasonably requested that the
Warrant Shares be sold.

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<PAGE> 7
(c) The Company shall pay all expenses incurred in connection with
any registration or other action pursuant to the provisions of this Section,
including the reasonable attorneys' fees and expenses of the Holder(s) of the
Warrant Shares (not to exceed $20,000) of one counsel for all the selling
Warrant Shares covered by each registration incurred in connection with such
registration or other action, other than underwriting discounts and commissions
and applicable transfer taxes relating to the Warrant Shares.

6. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless each selling
holder of Warrant Shares and each person who controls any such selling holder
within the meaning of Section 15 of the Act, and each and all of them, from and
against any and all losses, claims, damages, labilities or actions, joint or
several, to which any selling holder of Warrant Shares or they or any of them
may become subject under the Act or otherwise and to reimburse the persons
indemnified as above for any legal or other expenses (including the cost of any
investigation and preparation) incurred by them in connection with any
litigation or threatened litigation, whether or not resulting in any liability,
but only insofar as such losses, claims, damages, liabilities or actions arise
out of, or are based upon, (i) any untrue statement or alleged untrue statement
of a material fact contained in any registration statement pursuant to which
Warrant Shares were registered under the Act (hereinafter called a
"Registration Statement"), any preliminary prospectus, the final prospectus or
any amendment or supplement thereto (or in any application or document filed in
connection therewith) or document executed by the Company based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to register or qualify the Warrant Shares under the securities laws
thereof or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or
(ii) the employment by the Company of any device, scheme or artifice to
defraud, or the engaging by the Company in any act, practice or course of
business which operates or would operate as a fraud or deceit, or any
conspiracy with respect thereto, in which the Company shall participate, in
connection with the issuance and sale of any of the Warrant Shares; provided,
however, that (i) the indemnity agreement contained in this (a) shall not
extend to any selling holder of Warrant Shares in respect if any such losses,
claims damages, liabilities or actions arising out of, or based upon, any such
untrue statement or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was based upon and made in conformity
with information furnished in writing to the Company by a selling holder of
Warrant Shares specifically for use in connection with the preparation of such
Registration Statement, any final prospectus, any preliminary prospectus or any
such amendment or supplement thereto. The Company agrees to pay any legal and
other expenses for which it is liable under this (a) from time to time (but not
more frequently than monthly) within 30 days after its receipt of a bill
therefor.

(b) Each selling holder of Warrant Shares, severally and not
jointly, will indemnify and hold harmless the Company, its directors, its
officers who shall have signed the Registration Statement and each person, if
any, who controls the Company within the meaning of Section 15 of the Act to
the same extent as the foregoing indemnity from the Company, but in each case
to the extent, and only to the extent, that any statement in or omission from
or alleged omission

7
<PAGE> 8
from such Registration Statement, any final prospectus, any preliminary
prospectus or any amendment or supplement thereto was made in reliance upon
information furnished in writing to the Company by such selling holder
specifically for use in connection with the preparation of the Registration
Statement, any final prospectus or the preliminary prospectus or any such
amendment or supplement thereto; provided, however, that the obligation of any
holder of Warrant Shares to indemnify the Company under the provisions of this
(b) shall be limited to the product of the number of Warrant Shares being sold
by the selling holder and the market price of the Common Stock on the date of
the sale to the public of these Warrant Shares. Each selling holder of Warrant
Shares agrees to pay any legal and other expenses for which it is liable under
this (b) from time to time (but not more frequently than monthly) within 30
days after receipt of a bill therefor.

(c) If any action is brought against a person entitled to
indemnification pursuant to the foregoing Sections 6(a) or (b) (an "indemnified
party") in respect of which indemnity may be sought against a person granting
indemnification (an "indemnifying party") pursuant to such Sections, such
indemnified party shall promptly notify such indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
of any such action shall not release the indemnifying party from any liability
it may have to such indemnified party otherwise than on account of the
indemnify agreement contained in (a) or (b) of this Section 6. In case any
such action is brought against an indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party against
which a claim is to be made will be entitled to participate therein at its own
expense and, to the extent that it may wish, to assume at its own expense the
defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that (i) if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded based upon advice of counsel that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to assume
such legal defenses and otherwise to participate in the defense of such action
on behalf of such indemnified party or parties and (ii) in any event, the
indemnified party shall be entitled to have counsel chosen by such indemnified
party participate in, but not conduct, the defense at the expense of the
indemnifying party. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed such
counsel in connection with the assumption of legal defenses in accordance with
provision (i) to the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than
one separate counsel), (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party. An
indemnifying party shall not be liable for any settlement of any action or
proceeding effected without its written consent.

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<PAGE> 9
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in (a) of this
Section 6 is unavailable to a selling holder of Warrant Shares in accordance
with its terms, the Company and the selling holder of Warrant Shares shall
contribute to the aggregate losses, claims, damages and liabilities, of the
nature contemplated by said indemnity agreement, incurred by the Company and
the selling holder of Warrant Shares, in such proportions as is appropriate to
reflect the relative benefits received by the Company and the selling holder of
Warrant Shares from any offering of the Warrant Shares; provided, however, that
if such allocation is not permitted by applicable law or if the indemnified
party failed to give the notice required under (c) of this Section 6, then the
relative fault of the Company and the selling holder of Warrant Shares in
connection with the statements or omissions which resulted in such losses,
claims, damages and liabilities and other relevant equitable considerations
will be considered together with such relative benefits.

(e) The respective indemnity and contribution agreements by the
Company and the selling holder of Warrant Shares in section (a), (b), (c) and
(d) of this Section 6 shall remain operative and in full force and effect
regardless of (i) any investigation made by any selling holder of Warrant
Shares or by or on behalf of any person who controls such selling holder or by
the Company or any controlling person of the Company or any director or any
officer of the company, (ii) payment for any of the Warrant Shares or (iii) any
termination of this Agreement, and shall survive the delivery of the Warrant
Shares, and any successor of the Company, or of any selling holder of Warrant
Shares, as the case may be, shall be entitled to the benefits of such
respective indemnity and contribution agreements. The respective indemnity and
contribution agreements by the Company and the selling holder of Warrant Shares
contained in (a), (b), (c) and (d) of this Section 6 shall be in addition to
any liability which the Company and the selling holder of Warrant Shares may
otherwise have.

7. LIMITED TRANSFERABILITY.

(a) This Warrant shall be transferable or assignable by the
Holder, in whole or in part, only (i) to any successor firm or corporation of
Third World Investments, Ltd. ("TWI") (ii) to any of the directors, officers,
employees, attorneys, consultants, partners, agents or subsidiaries of TWI or
of any such successor firm or (iii) in the case of an individual, pursuant to
such individual's last will and testament or the laws of descent and
distribution and is so transferable only upon the books of the Company which it
shall cause to be maintained for the purpose. The Company may treat the
registered holder of this Warrant as he or it appears on the Company's books at
any time as the Holder for all purposes. The Company shall permit any holder
of a Warrant or his duly authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts from its books
showing the registered holders of Warrants. All Warrants will be dated the
same date as this Warrant.

(b) By acceptance hereof, the Holder represents and warrants that
this Warrant is being acquired, and all Warrant Shares to be purchased upon the
exercise of this Warrant will be acquired, by the Holder solely for the account
of such Holder and not with a view to the fractionalization and distribution
thereof and will not be sold or transferred except in accordance with the
applicable provisions of the Act and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, and the Holder
agrees that neither this Warrant

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<PAGE> 10
nor any of the Warrant Shares may be sold or transferred except under cover of
a Registration Statement under the Act which is effective and current with
respect to such Warrant Shares or pursuant to an opinion, in form and substance
reasonably acceptable to the Company's counsel, that registration under the Act
is not required in connection with such sale or transfer. Any Warrant Shares
issued upon exercise of this Warrant shall bear the following legend:

"The Securities represented by this certificate have not been
registered under the Securities Act of 1933 and are restricted securities
within the meaning thereof. Such securities may not be sold or transferred
except pursuant to a Registration Statement under such Act which is effective
and current with respect to such securities or pursuant to an opinion of
counsel reasonably satisfactory to the issuer of such securities that such sale
or transfer is exempt from the registration requirements of such Act."

8. LOSS, ETC., OF WARRANT.

Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.

9. WARRANT HOLDER NOT SHAREHOLDERS.

Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a
shareholder of the Company, as such, in respect of any matters whatsoever, or
any other rights or liabilities as a shareholder, prior to the exercise hereof.

10. COMMUNICATION.

No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall be
deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, addressed to:

(a) the Company at 6880 McCarran Boulevard, Reno, Nevada
89509 or such other address as the Company has designated in writing to the
Holder; or

(b) the Holder at Third Floor, Murdoch House, South Quay,
Douglas, Isle of Man, IM15AS, or such other address as the Holder has
designated in writing to the Company.

11. HEADINGS.

The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.

12. APPLICABLE LAW.

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This Warrant shall be governed by and construed in accordance with the
laws of the State of Georgia without giving effect to the principles of
conflict of law thereof.

IN WITNESS WHEREOF, TELECHIPS CORPORATION, a Nevada corporation has
caused this Warrant to be signed by its President and its corporate seal to be
hereunto affixed and attested by its Secretary this _____ day of August, 1996.

TELECHIPS CORPORATION
ATTEST:

_____________________________________ By:__________________________________
Secretary Name (Print):________________________
Title:_______________________________

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<PAGE> 12
SUBSCRIPTION

The undersigned holder,
_________________________________________________, pursuant to the provisions
of the within and foregoing Warrant, hereby agrees to subscribe for and
purchase ________ shares of the Common Stock of Telechips Corporation covered
by said Warrant, and makes payment therefor in full at the price per share
provided by said Warrant.

Dated:____________________________ ____________________________________
Signature

Address:
____________________________________
____________________________________
____________________________________

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<PAGE> 13
SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION

The undersigned,
________________________________________________________, pursuant to the
provisions of the within and foregoing Warrant, hereby agrees to subscribe to
that number of shares of the Common Stock of Telechips Corporation as are
issuable in accordance with the formula set forth in paragraph 1(b) of said
Warrant, and makes payment therefor in full by surrender and delivery of said
Warrant.

Dated:____________________________ _____________________________________
Signature

Address:
_____________________________________
_____________________________________
_____________________________________

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ASSIGNMENT

FOR VALUE RECEIVED, _______________________________________________
hereby sells, assigns and transfers unto the within and foregoing Warrant and
all rights evidenced thereby, and does irrevocably constitute and appoint
_________________________, attorney, to transfer said Warrant on the books of
Telechips Corporation.

Dated:____________________________ _____________________________________
Signature

Address:
_____________________________________
_____________________________________
_____________________________________

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<PAGE> 15
PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________________________________________ hereby
assigns and transfers unto
_____________________________________________ the right to purchase __________
shares of the Common Stock of Telechips Corporation the right to purchase
_________ shares of the Common Stock of Telechips Corporation by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
hereby, and does irrevocably constitute and appoint
__________________________________________, attorney, to transfer that part of
said Warrant on the books of Telechips Corporation.

Dated:____________________________ _____________________________________
Signature

Address:
_____________________________________
_____________________________________
_____________________________________

<PAGE> 1
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Form S-3 (to be filed on or
about October 17, 1996) of our report dated March 19, 1996, which includes an
explanatory paragraph related to the Company's ability to continue as a going
concern, on our audits of the financial statements of Telechips Corporation
(Company) as of December 31, 1995 and 1994 and for the years then ended and for
the period from inception (January 7, 1991) to December 31, 1995. We also
consent to the reference to our firm under the caption "Experts."

Coopers & Lybrand L.L.P.

Sacramento, CA
October 17, 1996