EX-24. 2 rrd49482_55952.htm POWERS OF ATTORNEY rrd49482_55952.html
                                                                                                   Exhibit 24 

                               POWER OF ATTORNEY                                                                                          

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Semiconductor Development Fund Inc.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Semiconductor Development Fund Inc.
                                    (II) LDC

                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Excelsus Venture Capital Inc.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Dayspring Venture Capital, Inc.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Burgeon Venture Capital Inc.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    Forefront Venture Partners, L.P.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints Herbert Chang,
Steven E. Bochner and Christine Wong, and each of them, the undersigned's true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for the undersigned and in the undersigned's place and stead, in
any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    InveStar Capital, Inc.


                                    By: /s/ Herbert Chang
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    Kenneth Tai

                                    By: /s/ Kenneth Tai
                                        ----------------------------------------


                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Monolithic Power
Systems, Inc. (the "Company"), hereby constitutes and appoints InveStar Capital,
Inc., Herbert Chang, Steven E. Bochner and Christine Wong, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
place and stead, in any and all capacities, to:

       1.      complete and execute Forms ID, 3, 4 and 5 and other forms and
                all amendments thereto as such attorneys-in-fact and agents or
                any of them, or their or his or her substitute or substitutes,
                shall in their, his or her discretion determine to be required
                or advisable pursuant to Section 16 of the Securities Exchange
                Act of 1934 (as amended) and the rules and regulations
                promulgated thereunder, or any successor laws and regulations,
                as a consequence of the undersigned's ownership, acquisition or
                disposition of securities of the Company; and

       2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, and such other person or agency as such
                attorneys-in-fact and agents or any of them, or their or his or
                her substitute or substitutes, shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, and each of them,
in serving in such capacity at the request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact and agents.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November, 2004.


                                    Forefront Associates LLC


                                    By: /s/ Herbert Chang
                                        ----------------------------------------