OFFER OF EMPLOYMENT

Exhibit 10.13

Monolithic System Technology, Inc.

755 N. Matilda Avenue

Suite 100

Sunnyvale, California  94085

July 18, 2005

Mr. Chester J. Silvestri

[ADDRESS]

Dear Chet:

Monolithic System Technology, Inc. (the “Company”) is pleased to offer you the position of Chief Executive Officer.  This offer letter generally sets forth the terms and conditions of the Company’s offer of employment.  This offer letter is intended to be a binding agreement, and if the terms contained in this offer letter are acceptable to you, please acknowledge your acceptance by signing in the signature block, below.  The Company’s offer of employment is conditioned upon: (1) your presenting evidence of your authorization to work in the United States and your identity sufficient to allow the Company to complete the I-9 form required by law within three business days of the commencement of your employment with the Company; (2) your consent to, and satisfactory completion of, a background check; (3) your completion of the Company’s standard Directors and Officers Questionnaire and the Company’s satisfactory review of your responses; and (4) ratification of this offer by the Company’s board of directors (the “Board”).

As Chief Executive Officer, you will report directly to the Board.  You agree to perform the duties set forth in this letter, as well as any other reasonable duties determined by the Board.  Our mutual expectations regarding the primary duties of this position are as follows: (1) all duties, authorities and responsibilities customary for a chief executive officer of a public company, including executive responsibility for developing strategic direction and all operational activities of the Company, (2) ultimate management responsibility for all employees of the Company, and (3) preparation and submission of an operating plan to the Board on a quarterly basis, which shall serve to provide the scope of operational authority.  Upon your commencement of employment as Chief Executive Officer you will also be appointed to the Board.

Your starting salary will be $11,458 bi-monthly ($275,000 on an annualized basis).  Your base salary will be paid in accordance with the Company’s normal payroll procedures and will be subject to applicable withholding required by law.  You will be eligible to receive a discretionary bonus based on the performance of the Company compared to performance objectives, to be determined by the Board in its sole discretion.  You also will be eligible to participate in the Company’s Executive Bonus Plan, with an annual bonus equal to up to 50% of your base salary upon achievement of stated objectives, as determined by the Board of Directors in its sole discretion.

In addition, you will be granted options to purchase 750,000 shares of the Company’s common stock (the “Option”) under the Company’s Amended and Restated 2000 Stock Option and Equity Incentive Plan, subject to approval by the Compensation Committee of the Board and your execution of the Company’s standard form of Stock Option Agreement.  We intend that the Option will be granted at the first meeting of the Board, or its Compensation Committee, following your first day of employment, with an exercise price equal to the closing price of a share of common stock on the Nasdaq National Market on that date.  The Option will have a four-year vesting schedule, such that 25% of the total number of shares subject to the Option will vest on the first anniversary of your employment with the Company and 1/48 of the shares subject to the Option will vest at the end of each successive calendar month thereafter, subject in all events to your continued service with the Company.

Upon the commencement of your employment, the Company will enter into a Change-in-Control Agreement with you, a copy of which is attached for your reference.