<PAGE>   1
                                                                   Exhibit 10.11

--------------------------------------------------------------------------------
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[*****]" ARE SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. A COMPLETE,
UNREDACTED COPY OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST.
--------------------------------------------------------------------------------

                   DTS DIGITAL OUT TRADEMARK LICENSE AGREEMENT

        THIS AGREEMENT is effective this 31st day of July, 2000 (hereinafter the
"Effective Date") by and between:

        Digital Theater Systems, Inc., a Delaware corporation, with an office
located at 5171 Clareton Drive, Agoura Hills, California 91301 (hereinafter
referred to as "DTS"), and Vialta.com, Inc., a corporation organized and
existing under the laws of California, having an office located at 48401 Fremont
Boulevard, Fremont, California 94538 (hereinafter referred to as "Licensee").
WHEREAS, DTS is the owner of the trademarks, trademark applications and
registrations listed on Schedule A, and in particular the "DTS Digital Out"
trademark shown in Exhibit A (the "Mark");

        WHEREAS, Licensee desires to obtain a license from DTS to use the Mark
on Licensed Products and other promotional items, solely in connection with the
production, distribution, advertising and sale of such Licensed Products by
Licensee; and

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:

1.      Definitions

        In this Agreement, the following terms shall have the meanings set forth
below:

        "Licensed Products" shall mean set-top-boxes and home appliances which
are capable of extracting and passing a DTS bitstream in an encoded fashion and
which bears the Mark.

        "Market" shall mean consumer products.

        "Territory" shall mean worldwide.

2.      Term of License

        This Agreement shall be effective as of the Effective Date and shall run
for the period of five (5) years thereafter (the "Initial Term"). This Agreement
shall be automatically renewed for an additional five (5) year period (the
"Extended Term") unless Licensee shall provide DTS thirty (30) day notice in
writing of its intention to terminate the Agreement.

3.      Grant of License &License Limitations

        3.1 Grant of License

            Subject to the provisions of this Agreement, DTS grants to Licensee,
and Licensee accepts, a nonexclusive, nontransferable, personal license solely
within the Market and Territory to use the Mark on and to produce, distribute,
sell and advertise certified Licensed Products and other promotional items in
connection with the production, distribution, advertising and sale of such
certified Licensed Product by Licensee.

            This license shall be granted as of the Effective Date of this
Agreement, or if this Agreement shall require validation by any governmental
organization, or otherwise, then such license shall be effective as of the date
of validation thereof. Where such validation procedure is necessary Licensee and
DTS shall collaborate to complete the validation procedure with all reasonable
speed.

        3.2 Limitation on Licenses Granted

            (1) No license is granted under this Agreement with respect to
Licensee's right to make, use, lease, or sell Licensed Product outside the
Market or Territory;

            (2) No right to grant sublicenses is granted under this Agreement.


                                  Page 1 of 12
<PAGE>   2


4.      Payment

        4.1 Initial Payment

            In consideration for the rights and licenses granted hereunder, and
subject to the terms and conditions of this Agreement, during the Initial Term
of the Agreement and for the Extended Term, Licensee agrees to pay to DTS the
User Fee of [*****] ($[*****]) dollars U.S. (the "User
Fee"). Licensee shall promptly upon execution by both parties of this Agreement,
or after governmental validation thereof if required, pay DTS the User Fee for
the Initial Term.

            The User Fee for the extended terms shall be paid within thirty
(30) days of the start of Extended Term.

        4.2 Royalties

            Licensee shall pay DTS a royalty on all Licensed Product
manufactured by or for Licensee during each calendar quarter in accordance with
the royalty schedule set forth below. For this purpose the first calendar
quarter of this Agreement shall be deemed to end 30 September 2000. The DTS
royalty schedule is as follows:

        LICENSED PRODUCTS                         ROYALTY (IN U.S.$) PER
        MANUFACTURED QUARTERLY                        LICENSED PRODUCT
             1 - 200,000                                   $[*****]
             200,00l - 300,000                             $[*****]
             300,001 - 400,000                             $[*****]
             400,001+                                      $[*****]

Thus, the first two hundred thousand (200,000) Licensed Products manufactured
during a given quarter shall each bear a royalty of [*****] ($[*****]), the
next one hundred thousand (100,000) manufactured during the same quarter shall
each bear a royalty of [*****] ($[*****]), etc. For each license year after
the first, all royalties payable shall be increased in proportion to the
increase in the consumer price index (CPI) as published by the U. S. Government
from June 30 of the second preceding year to June 30 of the immediately
preceding year. The User Fee applicable to the Extended Term shall also be
increased in proportion to the increase in the consumer price index (CPI) as
published by the U.S. Government from June 30 of the first License year to June
30 of the year immediately preceding the end of the Initial Term.

            Licensee will pay all applicable local fees, taxes, duties, or
charges of any kind, and shall not deduct them from the royalties due unless
such deductions may be credited against DTS' own tax liabilities.

            If the total royalties paid by Licensee for any four (4) consecutive
calendar quarters do not equal or exceed [*****] dollars ($[*****]) (subject to
the CPI adjustment set forth above), DTS shall have the right to terminate this
Agreement immediately upon notice to Licensee. Upon receipt of such notice
Licensee may, subject to the royalty set forth above, complete work in progress
and may sell completed Licensed Product for up to sixty (60) days after receipt
of the notice, but shall not initiate any new manufacture of Licensed Product
after receipt of the notice and shall discontinue all sales activities of
Licensed Product upon the end of such sixty (60) day period. Licensee shall, at
the end of the sixty (60) day period, provide DTS with an accounting and full
payment of royalties for all Licensed Product manufactured by or for Licensee
since the end of the immediately preceding calendar quarter.


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

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[*****]" ARE SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. A COMPLETE,
UNREDACTED COPY OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST.

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

                                  Page 2 of 12
<PAGE>   3

5.      Royalty Payments and Statements

        5.1 Licensee shall make quarterly statements on or before the 30th day
of January, April, July and October of each year showing the quantity of each
type of Licensed Product manufactured and also the quantity of each type of
Licensed Product sold by Licensee during the preceding calendar quarter and the
applicable royalties due.

        5.2 Licensee shall accompany such statements with the payment in U.S.
dollars of all sums due DTS, and shall pay all applicable local fees, taxes,
duties, or charges of any kind and not deduct them from the royalties due unless
such deductions may be credited against DTS' own tax liabilities.

        5.3 Licensee shall pay interest to DTS upon any and all amounts of
payments that are at any time overdue and payable to DTS at the rate of ten
percent (10%) per annum, or the maximum rate allowable by law, which ever is
less, from the date when such payments are due and payable as provided herein to
the date of payment.

        5.4 If Licensee purchases Licensed Products from another party holding a
license from DTS for such products and who has previously paid a royalty on such
Licensed Products, then Licensee shall have no royalty obligation under this
Agreement for such purchased Licensed Products, but all other rights and
obligations shall be the same as if such other licensee were a nonlicensed
subcontractor.

6.      Books, Records and Right of Inspection

        6.1 Books and Records

            Licensee shall keep complete books and records of all manufacture,
sales, leases, uses or other disposals by Licensee of Licensed Product.

        6.2 Right to Inspect Books and Records

            DTS shall have the right, at DTS' expense, by and independent
accounting firm, to inspect, examine and make abstracts of Licensee's books and
records insofar as may be necessary to verify the accuracy of the same and of
the statements provided for herein, but such inspection and examination shall be
made during normal business hours upon reasonable notice and not more often than
twice per calendar year. DTS agrees to treat any confidential information
obtained from Licensee's books and records as a result of such inspection as
confidential information under this Agreement. If such inspection and
examination shows that Licensee has underpaid DTS by more then three (3%)
percent of the royalties due during the period inspected, Licensee shall, in
addition to paying such additional royalties, reimburse DTS for the cost of such
inspection and examination together with interest due on such additional
royalties from the date such royalty was due until the date of such remittance.

7.      Standards of Manufacture And Quality

        7.1 Quality Standards

            (1) Prior to any commercialized distribution of a Licensed Product,
Licensee shall provide DTS, at its own expense and risk of loss, with at least
two (2) samples of each model of each Licensed Product together with any
instruction and service manuals or other documentation necessary for
qualification testing. Any such information that is not publicly available shall
be treated as Confidential Information under this Agreement, in accordance with
the provisions of Section 10 herein, and used by DTS only for the purpose of
determining whether the Licensed Product complies with the quality standards
previously set forth by DTS. All models containing the same internal circuitry
as the Licensed Product previously qualified


                                  Page 3 of 12
<PAGE>   4

are not required to undergo qualification testing. However, such Licensed
Product must meet or exceed the requirements of the qualified License Product.
DTS reserves the right to inspect such Licensed Product as set forth in Article
7.2 below.

            (2) Within forty-five (45) days of DTS' receipt of Licensee's
Licensed Product, DTS shall test such Licensed Product to verify compliance with
DTS' quality standards and shall notify Licensee of the results of such testing.
In the event that DTS' testing of the Licensee's Licensed Product fails to meet
DTS' quality standards, DTS shall notify Licensee of the manner in which its
Licensed Product failed and where possible, shall provide Licensee with
sufficient details of the test results to enable Licensee to correct the
deficiency. In the case of unsuccessful qualification testing, Licensee shall
upon correction of the error provide DTS with an additional two (2) Licensed
Product incorporating the correction wherein the verification process of this
Article 7.1(2) shall be repeated until successful verification is achieved.

            (3) Upon DTS' successful qualification testing of Licensee's
Licensed Product, Licensee shall be qualified to make and distribute its
Licensed Product under the license granted to Licensee in this Agreement.
Licensed Product that has not been successfully qualified by DTS is not
permitted to be distributed under this License.

            (4) Once qualified, Licensee agrees to test and verify that all
Licensed Product meet or exceed the requirements of the qualified Licensed
Product, and Licensee agrees to conduct such testing with at least the same
degree of care as it uses for other similar products made and distributed by
Licensee and bearing Licensee's name.

            (5) In the event that Licensee makes a change or modification to the
internal circuitry of qualified Licensed Product, Licensee agrees to qualify the
Licensed Product incorporating the change prior to commercialized distribution
of the same. Such qualification shall occur through the same process set forth
in this Article 7.1. unless otherwise mutually agreed to by the Parties in
writing. Modified Licensed Product that has not been successfully qualified by
DTS is not permitted to be distributed under this License.

            (6) Changes or modifications to the qualification standards set
forth herein can only be made by mutual written agreement by the Parties.

        7.2 Right to Inspect Quality

            DTS reserves the right to conduct periodic sampling of Licensee's
Licensed Product to verify compliance with corresponding qualified Licensed
Product, but such sampling shall not be more often than twice per calendar year.
However, if in any such inspection Licensee's Licensed Product is found, in the
sole discretion of DTS, to not be in compliance with Licensee's corresponding
qualified Licensed Product, DTS be allowed to conduct unlimited sampling of
Licensee's Licensed Product as set forth in this Section 7.2. Upon each sampling
request by DTS, Licensee will, at its own expense and risk of loss, provide DTS
with at least two (2) samples of Licensed Product for testing, together with any
instruction and service manuals or other documentation necessary to verify
compliance. However, for different Licensed Product models that employ the same
internal circuitry, Licensee shall be required to provide DTS with a sample of
only one of such models for testing. In the event that DTS shall complain that
any Licensed Product fails to comply with the standards set forth by the
corresponding qualified Licensed Product, DTS shall promptly notify Licensee,
whereupon Licensee shall within thirty (30) days suspend the lease, sale or
other disposal of the same until Licensee supplies DTS with Licensed Product
that DTS agrees is in compliance with the standards set forth by its
corresponding qualified Licensed Product. In the event that Licensee is required
to suspend the lease, sale or other disposal of Licensed Products pursuant to
the terms of this Agreement,


                                  Page 4 of 12
<PAGE>   5

Licensee shall be permitted to continue to distribute such product provided that
all references to DTS are removed from such product and all associated
advertising and other literature relating to such products.

        7.3 Qualification Testing Costs

            Subject to the terms and conditions of this Agreement, Licensee
agrees, prior to qualification testing of Licensee's Licensed Product, as
outlined in this Article 7.1, to pay DTS the sum of [*****] dollars ($[*****])
U.S. for each Licensed Product type tested. For such monies, Licensee shall
receive qualification testing of Licensee's Licensed Product, certification of
Licensed Product upon successful testing and the right to produce, distribute,
sell and advertise Licensed Products under this License Agreement.

8.      The Mark

        8.1 Licensee may, subject to the payment of royalties as provided for
herein, include the Mark, in the form shown in EXHIBIT A, on any Licensed
Product Licensee wishes on a model-by-model basis. However, for each Licensed
Product model for which Licensee chooses to use the Mark, Licensee shall mark
all such Licensed Product of that model produced and all associated publicity,
instructional, sales and promotional material for such Licensed Product model.
Licensee shall include all notices and legends with respect to the Mark as are
or may be required by applicable federal, state, and local laws or which may be
reasonably requested by Licensor.

        8.2 Licensee acknowledges the ownership of the Mark by DTS, agrees that
it will do nothing inconsistent with such ownership, and that all use of the
Mark by Licensee and all good will developed therefrom shall inure to the
benefit of and be on behalf of DTS. Licensee agrees that nothing in this
Agreement shall give Licensee any right, title, or interest in the Mark other
than the right to use the Mark in accordance with this Agreement and Licensee
agrees that it will not attack the title of DTS to the Mark or attack the
validity of this Agreement.

        8.3 The rights and obligations concerning the use of the Mark shall be
as follows:

            (1) The Mark may not be used on or in reference to any products
other than Licensed Products or in any other manner then that specified in
EXHIBIT A. In no circumstances may the Mark be used alone or in any way which
might imply generic identification of the digital encoding or decoding function
with the term DTS.

            (2) The Mark may not be used in direct combination with the trade
name, trademark or symbol of another entity in any manner that suggests a
connection or relationship between DTS and the other entity. Moreover, the trade
names, trademarks or symbols of one party to this Agreement may not be used in
any way which may suggest that party is a division, affiliate or subsidiary of
the other party to this Agreement or that the relationship between the two
parties is anything other than licensor-licensee. The Mark shall be used only as
an adjective referring to a digital audio encoding or decoding function, never
as a noun or in any other usage that may contribute to a generic meaning
thereof.

            (3) The ownership of the Mark shall be indicated whenever used in
any manner by Licensee as follows: "DTS" and "DTS Digital Out" are trademarks of
Digital Theater Systems, Inc."

            (4) Licensee agrees that it will not file any application for
registration of the word DTS or the Mark in any country and that it will not use
or file any application for registration in any country of any mark, symbol or
phrase, in any language, which is similar to or confusing with the word DTS or
the Mark. DTS will advise Licensee of the grant of registration

--------------------------------------------------------------------------------
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[*****]" ARE SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. A COMPLETE,
UNREDACTED COPY OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST.
--------------------------------------------------------------------------------

                                  Page 5 of 12
<PAGE>   6

for the Mark and the parties will comply with all applicable laws and practices
of the territories wherein such marks are used and/or registered relating to
marking with notice of registration and the recording of Licensee as a
registered or licensed user of the Mark.

            (5) The expense of obtaining and maintaining registrations of the
Mark shall be borne by DTS. The expense of registering or recording the Licensee
as a registered user or otherwise complying with the laws of any country
pertaining to such registration or the recording of trademark agreements shall
be borne by Licensee. Licensee shall advise DTS of all countries where Licensed
Products are manufactured, sold, leased, or used or otherwise disposed of.

9.      Other-Trademark Purchasers

        In the interests of technical standardization, equipment or signal
source interchangeability and product identification, Licensee shall not sell or
lease Licensed Products which it manufactures to any Other-Trademark Purchaser
(any customer of Licensee who, with Licensee's knowledge, intends to resell, use
or lease Licensed Products under a trademark other than the Licensee's trade
name and trademarks) which does not hold a license from DTS. Licensee will refer
prospective Other-Trademark Purchasers to DTS for a license.

10.     Confidential Information

        Confidential Information shall mean any proprietary information
disclosed by one Party to the other party designated as confidential by the
disclosing Party including information received as a consequence of rendering or
receiving technical assistance, owned or controlled by either Party, which
relates to its past, present or future activities with respect to the subject
matter of this Agreement and disclosed by one of the Parties to the other party
in written and/or graphic or model form, or in the form of a computer program or
data base, and any derivation thereof, and designated as confidential, where
possible in writing, by an appropriate legend such as "Licensee's Confidential
Information" or "DTS Confidential Information", and if disclosed orally or
visually, which is confirmed within thirty (30) days after such oral or visual
disclosure in written and/or graphic or model form and correspondingly
designated by the disclosing Party in writing by such legend.

        Licensee shall use all Confidential Information obtained heretofore or
hereafter from DTS for the sole purpose of manufacturing, distributing and
selling Licensed Products under this Agreement, and shall not divulge such
Confidential Information or any portion thereof to third parties, nor use in an
unauthorized way any Confidential Information or trade secrets acquired from
DTS, unless said Confidential Information or trade secrets (a) were known to
Licensee prior to its receipt of said information or trade secrets from DTS; (b)
becomes known to Licensee from sources other than either directly or indirectly
from DTS without obligation of confidence; (c) or becomes a matter of public
knowledge other than by breach of this Agreement by Licensee. Licensee shall
also not disclose the contents or any of the terms or conditions of this
Agreement to any third party.

        DTS hereby agrees that throughout the term of this Agreement it shall
not divulge any Confidential Information or portions thereof to third parties,
nor use in any unauthorized way Confidential Information or trade secrets
received from Licensee unless said Confidential Information or trade secrets (a)
were known to DTS prior to its receipt of said information or trade secrets from
Licensee; (b) becomes known to DTS from sources other than either directly or
indirectly from Licensee without obligation of confidence; or (c) becomes a
matter of public knowledge other than by breach of this Agreement by DTS.


                                  Page 6 of 12
<PAGE>   7

11.     Infringement

        Licensee shall notify DTS promptly of any actual or threatened
infringements, imitations, or unauthorized use of the Mark by any third parties
of which Licensee becomes aware. DTS shall have the sole right, at its expense,
to bring any action on account of any such infringements, imitations, or
unauthorized use, and Licensee shall cooperate with DTS, as DTS may reasonably
request, in connection with any such action brought by DTS. DTS shall retain any
and all damages, settlement and/or compensation paid in connection with any such
action brought by DTS.

12.     Indemnification, Warranties &Waiver

        12.1 Indemnification

            Licensee, at its expense, shall defend and indemnify, and save and
hold DTS harmless from and against any and all liabilities, demands, claims,
causes of action, suits, damages, expenses, and losses, including without
limitation, suits for personal injury or death of third parties, and expenses,
including reasonable attorneys' fees and expenses, for which DTS becomes liable,
or may incur or be compelled to pay by reason of Licensee's activities or breach
to the extent related to or arising from the terms of this Agreement, including
but not limited to: (i) claims of infringement of any intellectual property
right; or (ii) product liability suits against Licensee its vendees or other
transferees, customers and all others to the extent related to or arising from
Licensed Products.

        12.2 Warranties

            DTS represents and warrants to LICENSEE that as of the effective
date of this Agreement and to the best of DTS' knowledge, that no claims of the
Mark are in conflict with another U.S. trademark, U.S. trademark application
or U.S. trademark registration.

            DTS will indemnify and defend, at its expense, any action brought
against LICENSEE for breach of DTS warranty obligations as set forth in this
Section 12.2 provided that DTS is notified promptly in writing of the suit, and
at DTS' request, and at DTS' expense, is given complete control of the suit and
all requested reasonable assistance for the defense of the suit. Except as
otherwise set forth in this Agreement, DTS agrees to pay all damages and costs
finally awarded against LICENSEE attributable to such a claim for breach of
warranty.

            THE FOREGOING STATES THE ENTIRE LIABILITY OF DTS WITH RESPECT TO
ANY INTELLECTUAL PROPERTY INFRINGEMENT. IN NO EVENT SHALL DTS BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING THEREFROM (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, AND THE LIKE) ARISING FROM DTS WARRANTY OBLIGATIONS UNDER
THIS AGREEMENT, EVEN IF LICENSEE HAS ADVISED DTS OF THE POSSIBILITY OF SUCH
DAMAGES.

        12.3 Disclaimer

            EXCEPT AS EXPRESSLY SET FORTH HEREIN, DTS MAKES NO REPRESENTATIONS,
EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO
RESPONSIBILITIES WHATEVER WITH RESPECT TO ANY USE, SALE, OR OTHER DISPOSITION BY
LICENSEE, ITS VENDEES OR OTHER TRANSFEREES, CUSTOMERS AND ALL OTHERS OF LICENSED
PRODUCTS.

                                  Page 7 of 12
<PAGE>   8

13.     Termination

        13.1 This Agreement and license shall fully cease and terminate and all
rights hereby granted to Licensee shall revest in DTS:

            (1) At the option of the aggrieved party, in the event that DTS or
Licensee shall materially fail to comply with any of their obligations to be
performed hereunder, by giving thirty (30) days advance notice in writing of
such termination to the other party, provided however that if the party in
default shall within such thirty (30) days remedy the failure or default upon
which such notice is based then such termination shall not be effected and this
Agreement and License shall continue in full force and effect.

            (2) Automatically, in the event that (i) Licensee shall suffer or
permit this Agreement and License to pass to any other person by operation of
Law; (ii) any proceeding under the Bankruptcy Laws shall be instituted by or
against Licensee whether or not resulting in adjudication, which is not
dismissed within sixty (60) days of filing; (iii) any receiver or trustee shall
be appointed for the assets of Licensee under any provisions of the Insolvency
or Bankruptcy Laws of Licensee's country or state; (iv) upon the winding-up,
sale, consolidation, merger, or any sequestration by governmental authority of
Licensee.

            (3) At the option of Licensee by giving thirty (30) days advance
notice in writing of such termination to DTS.

        13.2 The exercise of any right of termination under this Article 13
shall not affect any rights which have accrued prior to termination and shall be
without prejudice to any other legal or equitable remedies to which Licensor may
be entitled by reason of such rights. The obligations and provisions of Articles
6, 8, 10 and 12 shall survive any expiration or other termination of this
Agreement.

14.     Effects of and Procedure on Termination

        14.1 In the event of termination of this Agreement as a result of
Licensee's breach of any of its duties or obligations under this Agreement,
Licensee agrees immediately to discontinue all use of the Mark and any term
confusingly similar thereto, to destroy all Licensed Product and printed
materials bearing the Mark, and that all rights in the Marks and the good will
connected therewith shall remain the property of DTS. However, Licensee shall be
permitted to continue to distribute such product provided that all references to
DTS are removed from such product and all associated advertising and other
literature.

        14.2 After any termination of this License short of its full term other
than because of Licensee's default or breach of any of Licensee's duties or
obligations under this Agreement, Licensee shall be entitled to fill orders for
Licensed Products already received and to make or have made for it and to sell
Licensed Product for which commitments to vendors have been made at the time of
such termination, subject to payment reporting of applicable royalties thereon.

15.     Relationship of the Parties

        The relationship of Licensee to DTS is that of an independent contractor
and neither Licensee nor its agents or employees shall be considered employees
or agents of DTS. This Agreement does not constitute and shall not be construed
as constituting a partnership or joint venture or grant of a franchise between
DTS and Licensee. Licensee shall not have the right to bind DTS to any
obligations to third parties.


                                  Page 8 of 12
<PAGE>   9

16.     Public Announcements

        Each party may publicly announce and promote the fact that it has
entered into a license agreement with the other. Neither party shall at any time
publicly state or imply that the terms and conditions specified herein or that
the relationships between DTS and Licensee are in any way different from those
specifically laid down in this Agreement. If requested by DTS, Licensee shall
promptly supply DTS with copies of all public statements and of all publicity
and promotional material relating to this Agreement and to Licensed Products.

17.     Assignment

        This Agreement may be assigned by Licensor but shall not be assignable
or transferable by Licensee without the prior written consent of Licensor, which
consent shall not be unreasonably withheld, and any attempted assignment by
Licensee without such prior written consent shall be void and shall constitute a
breach of the obligations of Licensee hereunder. Notwithstanding the foregoing,
Licensee shall have the right to transfer its rights, duties and privileges
under this Agreement in connection with its merger and consolidation with
another firm or the sale of its entire business to another person or firm,
provided that such person or firm shall first have agreed with DTS to perform
the transferring party's obligations and duties hereunder.

18.     Notices

        18.1 Any notice, demand, waiver, consent, approval, or disapproval
(collectively referred to as "notice") required or permitted herein shall be in
writing and shall be given personally, by messenger, by air courier, by
telecopy, or by prepaid registered or certified mail, with return receipt
requested, addressed to the parties at their respective addresses set forth
below or at such other address as a party may hereafter designate in writing to
the other party.

        18.2 A notice shall be deemed received on the date of receipt.

        18.3 Payments provided for in this Agreement shall be made by the
fastest normal postal method or by direct bank-to-bank transfer with prompt
written confirmation to DTS.

DTS:                     Digital Theater Systems, Inc.
                               5171 Clareton Drive
                         Agoura Hills, California 91301
                               FAX (818) 706-1868
                           Attn: Licensing Department


LICENSEE:                       Vialta.com, Inc.
                             48401 Fremont Boulevard
                            Fremont, California 94538

19.     Applicable Law

        This Agreement shall be deemed to constitute a contract made under the
laws of the State of California for all purposes and shall be construed in
accordance with the laws of such State, without regards to its choice of law
principles. The parties consent to the jurisdiction of such


                                  Page 9 of 12
<PAGE>   10


courts, agree to accept service of process by mail, and waive any jurisdictional
or venue defenses otherwise available. If this Agreement is translated, the
English text shall be controlling.

20.     Modification, Amendment, Supplement, or Waiver

        20.1 This Agreement constitutes the entire agreement between the parties
relating-to the subject matter hereof and supersedes any and all prior
negotiations, agreements, promises, representations, and understandings, whether
written or oral. No representations or warranties shall be deemed to have been
made by either party in connection with this transaction unless expressly herein
set forth.

        20.2 No modification, amendment, supplement to or waiver of this
Agreement or any of its provisions shall be binding upon the parties hereto
unless made in writing and duly signed by an authorized representative of both
parties to this Agreement. A waiver by either party of any of the terms or
conditions of this Agreement in any one instance shall not be deemed a waiver of
such terms or conditions in the future.

        20.3 Should any portion of this Agreement be declared null and void by
operation of law, or otherwise, in any country, the remainder of this Agreement
shall remain in full force and effect.

        IN WITNESS WHEREOF this Agreement has been signed in duplicate copies by
duly authorized officers of DTS and Licensee on the dates indicated below.

                                     Digital Theater Systems, Inc.  (DTS)

Date:  August 28, 2000               By:   /s/ John Kirchner
       -------------------------           -------------------------------------
                                           John Kirchner
                                           President and Chief Operating Officer

                                     Vialta.com, Inc.  (LICENSEE)


Date:  August 16, 2000               By:   /s/ Charles Root
       -------------------------           -------------------------------------
                                           Charles Root
                                           Vice President, Marketing


                                 Page 10 of 12
<PAGE>   11


                                   SCHEDULE A

The following marks are registered and have sufficient coverage to cover DVD
Players:

Registered Marks
----------------
        Austria -Registration No.: 163 631
        Benelux -Registration No.: 561782
        France -Registration No.: 95564844
        Germany -Registration No.: 395 01 093
        Switzerland -Registration No.: 424.512
        European Community Mark -Registration No.:
        Mexico -Registration No's.: 567439 & 565143
        Switzerland -Registration No.: 450.875
        United States -Registration No.: 2,164,805

Pending Applications
--------------------
        Australia
        Brazil
        Canada
        China
        India
        Indonesia
        Japan
        Malaysia
        Pakistan
        Poland
        Russia
        Singapore
        South Africa
        Taiwan
        Thailand
        United States



                                 Page 11 of 12
<PAGE>   12


                                    EXHIBIT A
                             DIGITAL OUT" TRADEMARK

                               [dts LOGO DIAGRAM]

              Font for "DIGITAL OUT" is ZaphHumnst BT (Bold)
              (Character spacing @ 30%)

              Registration mark should appear in the upper right hand corner
              outside of the DTS box and the letters "TM" should appear at the
              bottom right hand corner outside of the DTS box.

              The DTS logo is not a particular font style, and therefore must be
              obtained electronically or via stat from DTS.

              If the logo is in color, the DTS box and outline of box
              surrounding the words "DIGITAL OUT" are Pantone Red 199CV. If the
              logo is on a black background, it is preferred that the DTS box
              and the words "DIGITAL OUT" be white on black. If the logo is on a
              white background, it is preferred that the DTS Box and the words
              "DIGITAL OUT" be black on white. Other color considerations are
              permitted upon approval by DTS.


                                 Page 12 of 12