On November 6, 2006, Techwell, Inc. (the “Company”) entered into a lease agreement for its headquarter facilities with FSP Montague Business Center Corp. to rent approximately 27,908 square feet of office space located 408 East Plumeria Drive, San Jose, California.  The office space covered by the lease agreement is the same office space currently occupied by the Company under its current sublease agreement, which terminates on December 31, 2006.

The term of the new lease agreement commences on January 1, 2007 and ends on December 31, 2011.  The base rent is $22,745.02 per month with an annual increase of four percent over the base rent in effect for the immediately preceding year.  The Company is also responsible for a certain percentage share of the operating expenses, tax expenses, common area utility costs and utility expenses of the building complex in which the office space is located.  The new lease agreement also provides a tenant improvement allowance of $223,264 to be used by the Company for tenant improvements.  The Company has the option to renew the lease for two additional terms of three years each at the greater of the then prevailing fair market rental rate or the monthly base rent in effect immediately prior to the renewed term.

The foregoing is a summary description of the terms and conditions of the lease agreement and by its nature is incomplete.  It is qualified in its entirety by reference to the lease agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.