<PAGE>   1
                                                                   EXHIBIT 10.11


                                          *CONFIDENTIAL PORTION HAS BEEN OMITTED
                                        AND FILED SEPARATELY WITH THE COMMISSION


MSU (UK) LTD DEVELOPMENT AND LICENSING AGREEMENT.

THIS AGREEMENT IS MADE ON THE 22ND DAY OF JULY 1994

BETWEEN:

1) MSU (UK) LIMITED, a United Kingdom registered company whose registered
office is situated at 270, Upper 4th Street, Witan Gate West, Central Milton
Keynes, MK9 1DP, United Kingdom ("MSU") : AND

2) TXC CORPORATION. 5F, No.16, SEC.2 Chung Yang S Road, Peitou, Taipei, Taiwan
R.O.C. (THE "CLIENT")

WHEREAS:

A) MSU is inter alia a computer and ASIC design and development company and
Client are manufacturers and distributors of computer based products.

B) MSU is the beneficial owner of the intellectual property rights in the
Chipset design and has agreed to grant to Client a license of that technology.

C) MSU has agreed to develop for Client a Video CD Player as defined and to
supply on an on going basis the Chipset as defined.

D) MSU has agreed to develop an Upgrade as defined in the form of a Module that
can be connected to the Video CD Player.

OPERATIVE PROVISIONS.

1) DEFINITIONS.
                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                         SEPARATELY WITH THE COMMISSION

         1.1.1:           "BANK" shall mean MSU bankers,      *  

         1.1.2:           "CHIPSET" shall mean MSU's Trademark Chipset known as
                          Wynpeg, full particulars of which are set ut for
                          identification purposes only in the First Schedule
                          attached hereto entitled "Wynpeg Chipset."

         1.1.3:           "VCD COMPLETION DATE" shall mean the earlier of the 
                          delivery and acceptance of the production ready Video
                          Cd Player of the        1994.

         1.1.4:           "UPGRADE COMPLETION DATE" shall mean the earlier of 
                          the delivery and acceptance of the production ready
                          Upgrade Module unit or the        1994.
<PAGE>   2
                                     (2)

                                          *CONFIDENTIAL PORTION HAS BEEN OMITTED
                                        AND FILED SEPARATELY WITH THE COMMISSION


         1.1.5:           "FINAL PAYMENT" shall mean the sum of         pounds
                          sterling due to MSU on the Upgrade Completion Date.

         1.1.6:           "FIXED ORDER SCHEDULE" shall mean the 3 month Fixed 
                          Order Schedule of the 6 month rolling forecast to be
                          provided by Client to MSU.

         1.1.7:           "VIDEO CD PLAYER" shall mean a multi functional CD
                          based machine full details of which are set out in
                          Schedule 2 hereto entitled "Description of the
                          Generic Compact Disc System.

         1.1.8:           "UPGRADE" shall mean an Upgrade Module to the Video
                          CD Player full details of which are set out in
                          Schedule 3 hereto entitled "Generic CD Multimedia &
                          games Upgrade Cartridge."

         1.1.9:           "NET SELLING PRICE" shall mean US $    *     for
                          orders of 1,000 units or greater of the Chipset.


                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                        SEPARATELY WITH THE COMMISSION.


         1.1.10:        "PRICE" shall be the price per unit of the Chipset 
                        calculated as to the Net Selling Price plus the
                        Royalty.

         1.1.11:        "PRODUCT" shall mean the product developed and built
                        to the Specification.

         1.1.12:        "TRADEMARK" shall mean the Trademark "Wynpeg" of which 
                        MSU is the beneficial owner.

                               *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                                       SEPARATELY WITH THE COMMISSION.

         1.1.13:        "ROYALTY" shall mean the royalty of US$  *   per unit
                        of the Chipset.

         1.1.14:        "SPECIFICATION" shall mean the Specification of the 
                        Product to be developed by MSU as detailed in
                        Schedule 2 hereto attached.

         1.1.15:        "SPECIFICATION CHANGES" shall mean any changes to the 
                        Specification requested by clienT.


1.2:     Any reference in this agreement includes telex, cable, facsimile
         transmission or any comparable means.

1.3:     The headings in this agreement are for convenience only and shall not
         affect its interpretation.
<PAGE>   3
                                      (3)

                                          *CONFIDENTIAL PORTION HAS BEEN OMITTED
                                        AND FILED SEPARATELY WITH THE COMMISSION

                 PART 1

         PRODUCT DEVELOPMENT

2.       DEVELOPMENT CHARGES

         In consideration of MSU designing, developing and delivering to Client
         a production ready unit of the Video CD Player by the VCD Completion
         Date, Client will pay to MSU the sum of      *        pounds sterling
         upon the following dates:

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                        SEPARATELY WITH THE  COMMISSION

                 2.1:     Upon execution of this agreement the sum of   *
                          pounds sterling.

                 2.2:     Upon the VCD Completion Date the sum of    *
                          pounds sterling.

         In consideration of MSU designing, developing and delivering to Client
         a production ready unit of the Upgrade Module by the Upgrade
         Completion Date, Client will pay to MSU the sum of       *
         pounds sterling upon the following dates:

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                         SEPARATELY WITH THE COMMISSION

                 2.3:     Upon commencement of the Upgrade Module Development
                          the sum of               *    pounds sterling.

                 2.4:     Upon the Upgrade Completion date the sum of    *
                          pounds sterling.

         The development will be carried out according to the Milestones in
Schedule 5 attached.

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                         SEPARATELY WITH THE COMMISSION

3)       THE FINAL PAYMENT of       *       pounds sterling referred to in
clause 2.4 shall be paid to MSU by the Client upon the Upgrade Completion Date.

In the event of any Specification Changes being requested by the Client prior
to the Completion Date, the parties shall agree what further period and costs
may reasonably be required for the development and implementation of any such
changes.  If such an agreement cannot be achieved, MSU shall have no
obligations beyond those provided for by this agreement.

4)       DESIGN QUALITY STANDARDS.

The developed unit will comply in all respects with the Specification, shall be
of a standard of quality and reliability for mass production, and capable of
obtaining FCC/EMI and UL approval.
<PAGE>   4
                                      (4)



5)       TECHNICAL SUPPORT.

MSU will provide a telephone support line for hardware related technical
problems for a period of 6 months following Completion Date.  MSU will supply
the services of suitably qualified personnel to visit the Client for technical
support purposes at Client's cost and expense.

6)       PRODUCTION SUPPORT.

MSU will supply free of charge to the Client functional test software for
production purposes.

                 PART 2

7)       CHIPSET TERMS.


         7.1:    MSU agrees to sell and the Client agrees to buy the Chipset
                 on the terms set out in this agreement. The Video CD Player
                 shall incorporate the Chipset which is proprietary to MSU and 
                 protected inter alia by the Trademark.

         7.2:    The Price shall include the Royalty for each Chipset supplied 
                 for use in the Video CD Player over and above the Net Selling 
                 Price.

         7.3:    In the event of any increase in Chipset manufacturing costs to
                 MSU, the Net Selling Price shall increase by a like amount.


8)       CHIPSET LICENCE.


         8.1:    TXC will be and hereby are licensed to sell the Chipset for 
                 incorporation in the Video CD Player, subject to all chip
                 supplies for use by TXC and its sub-licencees being made via 
                 MSU or its authorised chip fabrication plants.

         8.2:    In the event that TXC is able to obtain an upfront licence
                 fee from any of its sub-licencees for the Video CD Player
                 incorporating the Chipset, such upfront licence fees shall be 
                 shared equally between TXC and MSU after deduction of
                 relevant TXC expenses.

         8.3:    Where a TXC sub-licencee of the Video CD Player requires any 
                 further development to the base products or Chipset, such 
                 development work will be carried out by MSU.  TXC may choose
                 to add a margin to any agreed development fee quoted by MSU 
                 for the work.

<PAGE>   5
                                      (5)


         8.4:    For the purposes of clarification, TXC is granted a
                 non-exclusive licence to sell the Chipset only to
                 sub-licencees for use in a Video CD Player based product.  TXC
                 shall provide MSU with the names of all sub-licencees to whom
                 the Chipset is supplied to enable MSU to comply with its own
                 licencing restrictions.

9)       CHIPSET USE.

The Client will not, without the prior written consent of MSU, by itself, its
servants, or agents or licencees or otherwise, incorporate the Chipset into any
Product or range of products other than the Video CD Player.

10)      GUARANTEE.

MSU guarantee that all Chipsets supplied to the client will be defect free and
100% functional in the Video CD Player.  MSU agrees to accept return of the
defective Chipsets from the Client for replacement, provided that these
Chipsets have been tested and identified as failed prior to board insertion.

11)      IMPROVEMENTS.


         11.1:   If MSU shall at any time after the date of this agreement 
                 make any material improvement to the Chipset, it will 
                 forthwith notify the Client of the nature of such improvement.

         11.2:   If the improvement can be incorporated without any increase 
                 in manufacturing base cost to MSU, the Client shall be
                  granted a licence to those improvements which shall be 
                  incorporated into the Chipset.

         11.3:   If such improvement can only be incorporated by an increase
                 in manufacturing base cost to MSU, the Client shall be given
                 the option to negotiate and agree a revised Net Selling Price 
                 in relation to the improved Chipset.


12)      PAYMENT TERMS AND INVOICING.

         Payment by the Client of development fees pursuant to clause 2 of this
         agreement shall be made by telegraphic transfer on the due date to the
         Bank.  Payment for the supply of the Chipset shall be by irrevocable
         transferable documentary credit opened against the Fixed Order
         Schedule payable on sight and drawn up in terms acceptable to MSU.

13)      ORDERS AND DELIVERY.

         13.1:   The Client will supply MSU, on a monthly basis, with a rolling
                 6 month forecast of Client's requirements of the Chipset.
                 During the first 3 months of such forecast, the
<PAGE>   6
                                      (6)

                                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                                                  SEPARATELY WITH THE COMMISSION


                 Fixed Order Schedule shall be firm as to volume.  In the
                 event of the Client from time to time requiring an accelerated
                 lead time and/or Chipsets in excess of the Fixed Order
                 Schedule, MSU shall provide such services upon mutually agreed
                 terms and conditions.

         13.2:   The Client may order Chipsets in quantities of 1,000 units per
                 single order at a Net Selling Price of US$ *   .  The Client
                 estimates annual volumes of         units.

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                         SEPARATELY WITH THE COMMISSION

         13.3:   Delivery dates or periods specified in orders accepted by MSU
                 shall be firm, provided that MSU is in possession of all
                 information and documentation necessary to fulfill such orders
                 in a timely manner and without interruption.

         13.4:   MSU anticipates a delivery lead time of 16 weeks from Fixed
                 Order Schedule, however exact delivery times may vary.

         13.5:   Delivery of the Chipset shall be ex-works.  Title and risk in
                 the Chipset shall pass to the Client on delivery.

         13.6:   MSU will make every effort to source the Intel 870376PX Chip
                 and include this in the Chipsets to be supplied to the Client
                 at a price to be agreed. 

14)      INTEREST.

         In the event that either party fails to make any payment to the other
         on the due date, then, without prejudice to any other claims that the
         parties may have against each other, the sum due shall bear interest
         from the due date until payment is made in full at 2% per annum above
         the London base rate of Barclays Bank Plc.

15)      FORCE MAJEURE.

         15.1:   If either party wishes to claim force majeure, it shall
                 promptly notify the other party in writing of its nature.

         15.2:   Notwithstanding any other provision of this agreement, neither
                 party shall be deemed to be in breach of this agreement or
                 otherwise be liable to the other for delay in performance or
                 the non-performance of any of its obligations to the extent
                 that the delay or non-performance is due to any circumstance
                 beyond its reasonable control, including, but not limited to,
                 acts of God, war, riots, embargo, failure of suppliers, labour
                 stoppages, act of civil and military authority, fire, floods,
                 earthquakes and accidents. 
<PAGE>   7
                                      (7)

                                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                                                  SEPARATELY WITH THE COMMISSION

16)      PROPRIETARY INFORMATION.

         All proprietary information and any copies thereof are and will remain
         the property of the disclosing party.

17)      LIMITATION OF LIABILITY.

         17.1:   The following provisions set out MSU's entire liability
                 (including any liability for the acts and omissions of its
                 employees) to the Client in respect of:

                 17.1.1:  any breach of its contractual obligations relating to
                          the performance of this agreement.

                 17.1.2.: any representation, statement of tortious act or
                          omission, including negligence arising under or in
                          connection with the performance of this agreement.

         17.2:   Any act or omission on the part of MSU falling within clause
                 16.1 above shall for the purpose of this clause be known as an
                 "Event of Default".

         17.3    MSU's liability to the Client for death or injury resulting
                 from its own or that of its employees' negligence shall      *
                 .

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                        SEPARATELY WITH THE COMMISSION

         17.4:   Subject to the limit set out in clause 17.5 below, MSU shall
                 accept liability to the Client in respect of damage to the
                 tangible property of the Client resulting from the negligence
                 of MSU or its employees.

         17.5:   Subject to the provisions of clause 17.3, MSU's entire
                 liability in respect of any Event of Default shall be limited
                 to damages of an amount equal to:

                *CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                        SEPARATELY WITH THE COMMISSION

                 17.5.1:  US$     *     in the case of an Event of Default
                          falling within clause 17.4 and;

                 71.5.2:  US$      *      in the case of any other Event of
                          Default.

         17.6    Subject to clause 16.3 above, MSU shall not be liable to the
                 Client in respect of any Event of Default of loss of profits,
                 goodwill or any type of special indirect or consequential loss
                 (including loss or damage suffered by the Client as a result of
                 an action brought by a third party) even if such loss was
                 reasonably foreseeable or MSU has been advised of the Client
                 incurring the same.

         17.7:   If a number of Events of Default give rise substantially to the
                 same loss, then they shall be regarded as giving rise to only
                 one claim under this agreement. 
<PAGE>   8
                     
                                     (8)



         17.8:   Nothing in his clause 16 shall confer any right or remedy upon
                 the Client to which it would not otherwise be legally
                 entitled.

18)      TERM.

         18.1:   This agreement shall come into force on the date of the
                 signature and subject to the following provisions of this
                 clause, shall continue in force for a period of 2 years certain
                 and thereafter until terminated on not less than 3 months prior
                 written notice by either party to the other taking effect not
                 earlier than the end of the said term certain.

         18.2:   Either party shall be entitled forthwith to terminate this
                 agreement by written notice to the other if:

                 18.2.1:  that other commits any continuing or material breach
                          of any of the provision of this agreement and in the
                          case of such a breach which is capable of remedy,
                          fails to remedy the same within 28 days after receipt
                          of written notice from the other party giving full
                          particulars of the breach and requiring it to be
                          remedied or;

                 18.2.2:  anyone takes legal possession or a receiver is
                          appointed over any of the property or assets of that
                          other or;

                 18.2.3:  that the other makes any voluntary arrangement with
                          its creditors or becomes subject to an Administration
                          Order or;

                 18.2.4:  that any party goes into liquidation (other than a
                          voluntary liquidation) for the purpose of an
                          amalgamation, re construction or other reorganisation
                          and in such a manner that the company resulting from
                          the reorganisation effectively agrees to be bound by
                          or to assume the obligations imposed on that other
                          under this agreement or;

                 18.2.5:  that the other ceases or threatens to cease to carry
                          on business;

                 18.2.6:  the party wishing to rely on any of the above events
                          reasonably apprehends that any of the above events is
                          about to occur in relation to the other and notifies
                          the other accordingly.

         18.3:   Any waiver by either party of a breach of any provision of this
                 agreement shall not be considered a waiver of any subsequent
                 breach of the same or any other provision.
<PAGE>   9
                                      (9)


         18.4:   The right to terminate this agreement given by this clause
                 shall not prejudice any other right or remedy of either party
                 in respect of the breach concerned (if any) or any other
                 breach.

         18.5:   Upon termination of this agreement for any reason, subject as
                 otherwise provided in this agreement, and to any rights or
                 obligations which have accrued prior to termination, neither
                 party shall have any further obligation to the other under this
                 agreement.

         18.6:   In the event of termination or expiration of this agreement,
                 the provisions of sections 9, 17 and 20 shall survive and
                 continue in full force and effect.

19)      NATURE OF THE AGREEMENT.

         19.1:   This agreement is personal to the parties and neither of them
                 may without the written consent of the other, assign, mortgage,
                 charge (other than by floating charge), or dispose of any of
                 its rights or obligations under this agreement.

         19.2:   Nothing in this agreement shall create or be deemed to create a
                 partnership between the parties.

         19.3:   This agreement contains the entire agreement between the
                 parties with respect to its subject matter and may not be
                 modified, except by an instrument in writing signed by the
                 parties or their duly authorised representatives.

         19.4:   This agreement shall be governed by and construed in all
                 respects in accordance with the laws of England and Wales and
                 the parties submit to the exclusive jurisdiction of the English
                 courts.

20)      NOTICE AND SERVICE.

         20.1:   Any notice required to be given by any of the parties under
                 this agreement may be left at or sent by prepaid first class
                 post to the registered office from time to time of the
                 addressee or the address of the addressee as set out in this
                 agreement or such other address as the addressee may from time
                 to time have notified in writing for the purpose of this clause
                 and each of the parties shall within 7 days of any change of
                 address notify the other thereof in writing.

         20.2:   Any notice shall have been deemed to have been received at the
                 time that it was so left.

         20.3:   Any notice sent by post shall be deemed to have been received
                 10 days after the date upon the registration receipt provided
                 by the relevant postal authority.
<PAGE>   10
                                      (10)

         20.4:   Any notice may also be sent by telex or facsimile transmission
                 and any such transmission shall be deemed to have been received
                 1 hour after the time of transmission if transmitted before 4pm
                 on a working day, but otherwise at 9am on the next working day.

         20.5:   For the purpose of this clause, working day means any other day
                 other than a Saturday, Sunday or public holiday.

21)      AUTHORITY TO EXECUTE.

         Each individual executing this agreement on behalf of either party
         hereby represents and warrants that he has been fully empowered to
         execute this agreement and that all necessary action to authorise the
         execution of this agreement has taken place.



SIGNED ON THE 22ND DAY OF JULY 1994 BY THE DULY AUTHORISED SIGNATORIES OF BOTH
PARTIES HERETO:

   /S/                                                                      
-------------------------------------
FOR AND ON BEHALF OF MSU (UK) LTD.

   /S/                                                                       
-------------------------------------
FOR AND ON BEHALF OF TXC CORPORATION.