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                                                                    Exhibit 10.1


                       FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to the Amended and Restated Commercial Lease Agreement
("Amendment") is made and entered into as of July 1, 2003, by and between ESS
Technology Inc., a California corporation ("Landlord"), and Vialta, Inc., a
Delaware corporation ("Tenant").

      WHEREAS, the parties have entered into that certain Amended and Restated
Commercial Lease Agreement dated August 20, 2001 ("Lease") for space in a
building located at 48461 Fremont Blvd., Fremont, CA, and

      WHEREAS; the parties each desire to modify the Lease to reduce the area of
Leased Premises, adjust the rental amount, extend the Term, and make such other
modifications as are set forth below in Section 2 "Modifications".

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and for good and valuable consideration, the parties agree as follows:

1.    Defined terms herein shall have the same meaning as set forth in the
      Lease, except as otherwise provided.

2.    Exhibit 2: Exhibit 2 as attached to the Lease shall be deleted in its
      entirety and replaced by the "First Amended Exhibit 2", attached hereto.

3.    Definition/Recital: "Leased Premises". The defined term "Leased Premises"
      as appears on page one of the Lease is deleted in its entirety and
      replaced by the following:

      "The Leased Premises are improved with a freestanding building consisting
      of 77,249 square feet commonly known as 48461 Fremont Blvd., Fremont,
      California. Tenant desires to lease a portion of this building of
      approximately 30,688 square feet (the "Leased Premises"). The Leased
      Premises are a portion of the Project, as depicted in the First Amended
      Exhibit 2 attached hereto."

3.    Section 1 "Premises and Common Areas". Section 1 is deleted in its
      entirety and replaced by the following:

      "Landlord hereby leases to Tenant the Leased Premises. In addition to the
      Leased Premises, Landlord grants to Tenant a nonexclusive license to use
      the Common Areas during the Term of this Lease. The term "Common Areas" is
      defined as the area and facilities outside the Leased Premises as depicted
      in the First Amended Exhibit 2 attached hereto that is designated by the
      Landlord for the general non-exclusive use of Landlord, Tenant and other
      lessees of the Project and their respective employees, suppliers,
      shippers, customers, and invitees, including but not limited to parking
      areas, loading and unloading areas, trash areas, roadways, sidewalks,
      walkways, parkways, ramps, driveways, landscaped areas and decorative
      walls. Landlord shall have the right to make changes to the Common Areas
      provided that such changes do not unreasonably interfere with Tenant's use
      and enjoyment of the Lease Premises."

4.    Section 2 "Term".

      Section 2 (a) is deleted in its entirety and replaced by the following:

      "The initial Term of this Lease shall commence on January 1, 2001
      ("Commencement Date") and end on June 30, 2005 ("Initial Term").

      Section 2 (b) is deleted in its entirety and replaced by the following:

      "Following expiration of the Initial Term, and in the event the Parties
      have not negotiated a new or extended Lease, the term shall be
      month-to-month, at the rental and upon the covenants, conditions and
      provisions herein set forth."

5.    Section 3 "Rental".


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      Section 3(a) is deleted in its entirety and replaced by the following:

      "Commencing on July 1, 2003, and throughout the remainder of the Initial
      Term, Tenant shall pay to Landlord the rental amount of $313,017.60 per
      year, payable in installments of $26,084.80 per month, based on $0.85 per
      rentable square foot and 30,688 square feet of leased space."

      Section 3(b) is deleted in its entirety.

6.    Section 9 "Property Taxes". Section 9 is deleted in its entirety and
      replaced by the following:

      "Tenant be responsible for all general real estate taxes and installments
      of special assessments coming due during the Lease term on the Leased
      Premises. Landlord shall pay the amount due and separately invoice Tenant
      for Tenant's pro rata share of the Property Taxes. Tenant's pro rata share
      shall equal the square footage of the Leased Premises (30,688) divided by
      the total building square footage (77,249); or forty percent (40%). Tenant
      shall pay such amounts within fifteen (days) of invoice. Tenant shall be
      responsible for paying all personal property taxes with respect to
      Tenant's personal property at the Leased Premises. Landlord shall be
      responsible for paying all personal property taxes with respect to
      Landlord's personal property, if any, at the Leased Premises."

7.    Section 10 "Insurance".

      Section 10(b) is deleted in its entirety and replaced by the following:

      "Tenant shall be responsible for fire and extended coverage insurance on
      the Leased Premises, in such amounts as Landlord shall deem appropriate.
      Landlord shall pay the amount due and separately invoice Tenant for
      Tenant's pro rata share of the fire and extended coverage insurance.
      Tenant's pro rata share shall equal the square footage of the Leased
      Premises (30,688) divided by the total building square footage (77,249);
      or forty percent (40%). Tenant shall pay such amounts within fifteen
      (days) of invoice. Tenant shall be responsible, at its expense, for fire
      and extended coverage insurance on all of its personal property, including
      removable trade fixtures, located in the Leased Premises."

8.    Section 12 "Utilities".

      Section 12 is deleted in its entirety and replaced by the following:

      "Tenant shall pay all charges for water, sewer, gas, electricity,
      telephone and other services and utilities used by Tenant on the Leased
      Premises during the term of this Lease unless otherwise expressly agreed
      in writing by Landlord. In the event that any utility or service provided
      to the Leased Premises is not separately metered, Landlord shall pay the
      amount due and separately invoice Tenant for Tenant's pro rata share of
      the charges. Tenant's pro rata share shall equal the square footage of the
      Leased Premises (30,688) divided by the total building square footage
      (77,249); or forty percent (40%). Tenant shall pay such amounts within
      fifteen (15) days of invoice. Tenant shall not use any equipment or
      devices that, in Landlord's reasonable opinion, overload the wiring or
      interfere with electrical services to other tenants. Landlord shall pay
      all charges for water, sewer, gas, electricity and other services used in
      the Common Areas."

9.    This Amendment shall amend, modify, and supercede, to the extent of any
      inconsistencies, the provisions of the Lease. Except as expressly amended
      by this Amendment, the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Lease as of
the date set forth below. This Amendment shall be effective upon execution on
behalf of both parties by their duly authorized representatives.

On behalf of                               On behalf of


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ESS Technology, Inc.                       Vialta, Inc.

By:                                        By:
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Name:                                      Name:
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Title:                                     Title:
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Date:                                      Date:
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