<PAGE>   1
                                                                          EX-2.3


                            ASSET PURCHASE AGREEMENT



                                     BETWEEN



                                 SRS LABS, INC.



                                       AND

                            R.G.A. & ASSOCIATES, LTD.

                        D/B/A TOTEVISION AND VIP LABS(R)





<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE

<S>                                                                              <C>
I. Purpose of Agreement.............................................................1

II. Purchase and Sale of the Assets.................................................1

        A. Manufacturing, Test and Demonstration Equipment, Furnishings and
        Documentation...............................................................1
        C. Business Records and Data................................................1
        D. Intellectual Property....................................................2
        E. Contract Rights..........................................................2

III. Assumption of Certain Liabilities..............................................2

IV. Consideration...................................................................2

        A. Initial Payments.........................................................2
        B. Royalty Payments.........................................................3

IV. Representations and Warranties..................................................4

        A. Representations and Warranties of Each Party.............................4
        B. Representations and Warranties of Seller.................................4
        C. Representations and Warranties of Purchaser..............................7

V. Covenants........................................................................8

        A. Liability of The Parties.................................................8
        B. Cooperation..............................................................9
        C. Public Communications....................................................9
        D. Bulk Sales..............................................................10

VI. Taxes on This Purchase.........................................................10

        A. Sales and Other Transfer Taxes..........................................10
        B. Other Taxes.............................................................10

VII. Additional Agreements; Opinions...............................................10

VIII. Miscellaneous................................................................11

        B. Notices.................................................................11
        C. Amendments; Waivers.....................................................12
        D. Section Headings........................................................12
        E. Counterparts............................................................12
        F. Assignment..............................................................12
        G. Governing Law...........................................................12
        H. Disputes................................................................13
        I. Entire Agreement; Supersedure...........................................13
        J. Subsequent Invalidity, Illegality or Unenforceability...................13
</TABLE>

Note:  The following Attachments and Exhibits to this Asset Purchase Agreement
-----  have not been filed herewith. The Registrant will furnish supplementally
       to the Commission, upon request, a copy of any such omitted Attachment or
       Exhibit.

          Attachment 1:  A. Description of Manufacturing, Test and Demonstration
          -------------      Equipment


                         B. Description of Inventory

          Attachment 2:  Form of Assignment Agreement - Intellectual Property
          -------------  Other Than Patents and Trademarks

          Attachment 3:  Form of Assignment Agreement - Trademarks
          -------------
          Attachment 4:  Form of Assignment Agreement - Patents
          -------------
          Attachment 5:  Form of Assignment Agreement - Contracts
          -------------
          Attachment 6:  Assumed Liabilities
          -------------
          Attachment 7:  Royalty Payments
          -------------
          Exhibit A:     Form of Warrant
          ----------
          Exhibit B:     Form of Corporate Counsel Opinion
          ----------

                                      -i-
<PAGE>   3
                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement ("Agreement"), dated as of January 28,
1998 ("Effective Date"), is entered into by and among R.G.A. & Associates, Ltd.,
d/b/a ToteVision and VIP Labs(R) (the "Seller") and SRS Labs, Inc.
("Purchaser").

I.      Purpose of Agreement

        On December 6, 1993, the Seller and Hughes Aircraft Company ("Hughes")
        entered into an Asset Purchase Agreement (the "Hughes Agreement"),
        pursuant to which the Seller purchased certain assets related to Hughes'
        Audio Intelligibility Systems for use in connection with the Seller's
        voice intelligibility processor technology business (the "Business").
        Seller wants to sell to Purchaser, and Purchaser wants to buy from
        Seller, the current assets of Seller related to the Business, whether or
        not such assets were purchased by Seller from Hughes or thereafter
        developed by, or on behalf of, Seller.

II.     Purchase and Sale of the Assets.

        The Seller hereby agrees to sell to the Purchaser and the Purchaser
        hereby agrees to purchase from the Seller, subject to and upon the terms
        and conditions contained herein, all of the Assets (as defined below),
        free and clear of any option, lien, pledge, mortgage, security interest
        or other encumbrance of any kind, except for the security interest
        granted to Hughes pursuant to the Hughes Agreement.

        The "Assets" means the following property related to the Business:

         A.       Manufacturing, Test and Demonstration Equipment, Furnishings
                  and Documentation

                  Machinery, equipment, tools and tooling, molds, fixtures,
                  laboratory and test equipment and furnishings, office
                  furniture, documentation, instructions, blueprints, drawings,
                  schematics, trade show equipment and displays, bins, racks and
                  shelving (including set up plans and instructions associated
                  therewith), demonstration discs (CD's), audio and video tapes,
                  and other similar items of property, whether owned or leased,
                  utilized in the design, manufacture, testing and demonstration
                  of the products of the Business, listed in ATTACHMENT 1.

         B.       Inventory

                  Work in process, materials and supplies inventories,
                  components and sub assemblies, products (including prototypes,
                  mockups, products returned as defective, salesperson's samples
                  and/or demonstration units), listed in ATTACHMENT 1.

         C.       Business Records and Data

                  Except for corporate organizational documents, all operating
                  files of the Business, including notebooks, records, reports,
                  customer and vendor lists and contact logs, sales order and
                  vendor history files, confidentially and other business
                  agreements, advertising materials and signs (including copy,
                  artwork, photographic negatives or


<PAGE>   4

                  plates and agreements with advertising agencies), and all
                  documentation relating to the filing for and
                  award/registration of the patents and trademarks described in
                  Paragraph D below.

        D.     Intellectual Property

               1.     The intellectual property other than patents and
                      trademarks described in the Assignment Agreement --
                      Intellectual Property Other Than Patents
                      and Trademarks (ATTACHMENT 2).

               2.     The trademarks and trademark applications, including, all
                      goodwill associated therewith, described in the Assignment
                      Agreement -- Trademarks
                      (ATTACHMENT 3).

               3.     The patents and patent applications described in the
                      Assignment Agreement - Patents (ATTACHMENT 4).

        E.     Software

               All software, whether DSP-based or higher level language, which
               is used in demonstrating and implementing aspects of the
               Business. All forms of such software, including all media storage
               and printed versions, together with all associated documentation
               shall be provided to Purchaser by Seller.

        F.     Contract Rights

               All rights of the Seller, under the agreements described in the
               Assignment Agreement - Contracts (ATTACHMENT 5) (the
               "Contracts").

III.    Assumption of Certain Liabilities

        The Purchaser hereby agrees that, subject to and upon the terms and
        conditions contained herein, it hereby assumes and agrees to satisfy and
        perform when due only the obligations and liabilities of the Seller
        described on ATTACHMENT 6 (the "Assumed Liabilities"). Notwithstanding
        anything in this Agreement to the contrary, the Purchaser is not
        assuming and will not perform any liabilities or obligations not
        specifically described in attachment 6.

IV.     Consideration

         In consideration for the Assets, Purchaser shall pay to Seller the
         following amounts:

         A.       Initial Payments.

                  1.       $500,000.00 shall be paid on the date hereof to
                           Seller by delivery of cashier's check or wire
                           transfer to an account designated by Seller.

                  2.       Irrevocable instructions shall be delivered on the
                           date hereof by the Company to the Company's transfer
                           agent to deliver to the Seller a certificate in the
                           name


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<PAGE>   5

                           of the Seller (or such other individual or entity as
                           shall be nominated by Seller) representing 25,000
                           shares of the Purchaser's Common Stock (the
                           "Shares").

                  3.       A 4-year warrant to purchase 100,000 shares of the
                           Purchaser's Common Stock at an exercise price equal
                           to $9.467 per share, in the form of EXHIBIT A
                           attached hereto, shall be delivered in the name of
                           the Seller (or such other individual or entity as
                           shall be nominated by Seller) to the Seller on the
                           date hereof (the "Warrant").

         B.       Royalty Payments

                  1.       For the periods aggregating four (4) years after the
                           date hereof, the Purchaser shall pay to the Seller
                           the royalties described on ATTACHMENT 7. Royalties
                           shall be computed based on the currency of the United
                           States and shall be paid in the currency of the
                           United States. Royalties shall be calculated at the
                           end of every calendar quarter ("Payment Period") and
                           paid within forty-five (45) days after the end of
                           such Payment Period. A written statement ("Royalty
                           Statement") shall accompany each royalty payment, or
                           shall be sent alone within such forty-five (45) day
                           period if no royalties are due for the respective
                           Payment Period, providing a complete itemized
                           description of the calculation of the royalties paid
                           for the respective Payment Period.

                  2.       The Purchaser shall maintain books of account and
                           records concerning costs, sales and other items
                           necessary for the calculation of royalties for a
                           period of three (3) years after the respective
                           royalty is paid. A certified public accountant
                           appointed by the Seller may, at the Seller's expense,
                           examine such books and records solely for the purpose
                           of verifying the accuracy of any Royalty Statement or
                           other accounting rendered by the Purchaser hereunder.
                           The Seller agrees that such certified public
                           accountant shall be required to sign an agreement
                           with the Purchaser protecting confidential
                           information of the Purchaser and shall be authorized
                           by the Purchaser to report to the Seller only the
                           amount of royalties due and payable in respect of the
                           Royalty Statement examined. Such examination shall
                           take place at a mutually agreed upon time and place,
                           but in any event only during the Purchaser's normal
                           business hours and upon reasonable advance written
                           request. The Purchaser agrees to pay for the
                           reasonable fees, costs and expenses charged by any
                           certified public accountant engaged by the Seller for
                           such review if the royalties paid pursuant to the
                           Royalty Statement examined are understated by more
                           than fifteen percent (15%) of the royalties actually
                           due. The Seller shall have no other rights to examine
                           the Purchaser's books and records.

                  3.       The Purchaser shall, at its option, be entitled to
                           reduce the amounts that the Purchaser would otherwise
                           be obligated to pay to the Seller pursuant to this
                           Section IV.B, in satisfaction of any of the Seller's
                           obligations to the Purchaser hereunder, including,
                           without limitation the obligation to pay the
                           Purchaser for warranty services provided by the
                           Purchaser as described in ATTACHMENT 6.




                                      -3-
<PAGE>   6

V.      Representations and Warranties

        A.      Representations and Warranties of Each Party

                Each Party (where applicable) represents and warrants to the
                other Party as follows:

                1.      It is a corporation duly organized, validly existing and
                        in good standing, and has all necessary corporate power
                        to enter into this Agreement and the other documents and
                        agreements referenced or contemplated herein and to
                        perform all of its obligations hereunder and thereunder.

                2.      The execution, delivery and performance of this
                        Agreement and the other documents and agreements
                        referenced or contemplated herein has been duly
                        authorized by its management.

                3.      Each of this Agreement and the other documents and
                        agreements referenced or contemplated herein constitutes
                        a valid and legally binding obligation of such Party,
                        enforceable in accordance with its respective terms.

        B.      Representations and Warranties of Seller

                Except as set forth on the disclosure schedule attached hereto
                and incorporated herein by this reference (the "Disclosure
                Schedule"), the Seller represents and warrants to Purchaser as
                follows:

                1.      The execution and the delivery of this Agreement and the
                        other documents and agreements referenced or
                        contemplated herein and the consummation of the
                        transactions contemplated hereby and thereby will not:

                        a.      violate any term or provision of the Seller's
                                Articles of Incorporation or Bylaws;

                        b.      result in the creation of any lien or
                                encumbrance upon any of the Assets; or

                        c.      violate or result in a breach of or constitute a
                                default under any judgment, order, decree, law,
                                rule, regulation or other restriction of any
                                court, government or governmental agency
                                relating to the Assets.

                2.      Seller has and, upon Closing, the Purchaser shall have,
                        sole, good and marketable title to the Assets
                        (notwithstanding any actions taken by the Purchaser with
                        respect to the Assets), free and clear of all liens,
                        encumbrances or claims of any kind or nature whatsoever,
                        including those portions of the Assets which may have
                        been developed by Seller's consultants or independent
                        contractors. Notwithstanding the foregoing, Seller makes
                        no representation or warranty with respect to the
                        physical condition of the Assets described in Section
                        II.A.




                                      -4-
<PAGE>   7

                3.      Seller was issued and continues to hold a patent or
                        patents issued from the U.S. Patent Office and/or from
                        other agencies, if any, pursuant to any and all patent
                        applications acquired by the Seller under the Hughes
                        Agreement, and such patents are included in the
                        intellectual property portion of the Assets listed or
                        included in Attachment 4 of this Agreement.

                4.      The Seller has not sold, transferred, licensed,
                        abandoned, released, pledged or subjected to lien,
                        charge or encumbrance of any kind any of the
                        intellectual property acquired by the Seller from Hughes
                        pursuant to the Hughes Agreement, and the intellectual
                        property listed or included in Attachments 2, 3 and 4 to
                        this Agreement accurately and completely list or
                        encompass and include all of such intellectual property,
                        together with any and all additional intellectual
                        property owned by Seller in connection with the Business
                        as of the date hereof, which intellectual property
                        collectively constitutes the intellectual property
                        portion of the Assets. The Seller has paid all
                        maintenance fees or other governmental fees, and made
                        all necessary filings, required to keep the intellectual
                        property listed in Attachments 2, 3 and 4 in full force
                        and effect. There are no immediate necessary formal
                        actions which must be taken to maintain the intellectual
                        property listed in Attachments 2, 3 and 4 except as
                        specifically noted in the respective attachment.

                5.      The operations of the Business, the use of the products
                        of the Business by Seller's customers for the purpose
                        for which sold, and the use or publication by Seller or
                        Purchaser of the technology disclosed in the patents and
                        the trademarks included in the Assets do not, to the
                        best of Seller's knowledge, involve infringement or
                        claimed infringement of any patent or trademark. Seller
                        warrants that the patents and trademarks included in the
                        Assets are, to the best of Seller's knowledge, valid,
                        enforceable and free from defects.

                6.      There are no actions, suits, or proceedings pending or,
                        to the actual knowledge of Seller, threatened which,
                        individually or in the aggregate, would have a material
                        adverse effect on the Assets or which would seek to
                        question, delay or prevent the consummation of, or
                        materially impair the ability of Seller to consummate
                        the transactions contemplated hereby.

                7.      Except as specifically provided in this Agreement, there
                        are no authorizations, approvals, consents or waivers
                        required to be obtained from, or notices or filings
                        required to be given to or made with, any government,
                        governmental agency or third party for the consummation
                        by Seller of the transactions contemplated hereby or the
                        continued operation of the Business.

                8.      True and complete copies of all Contracts included in
                        the Assets have been made available to Purchaser prior
                        to the execution hereof. As of the date hereof, except
                        as otherwise provided in this Agreement:

                        a.      there exist no circumstances which would affect
                                the validity or enforceability of any of the
                                Contracts in accordance with their respective
                                terms;


                                      -5-
<PAGE>   8

                        b.      Seller has performed and complied in all
                                material respects with all obligations required
                                to be performed by it to date under, and is not
                                in default (without giving effect to any
                                required notice or grace period) under, or in
                                breach of the terms, conditions or provisions of
                                any of the Contracts; and

                        c.      the validity and enforceability of any of the
                                Contracts has not been and shall not in any
                                manner be affected by the consummation of the
                                transactions contemplated hereby.

                9.      Seller holds all licenses, franchises, permits and
                        authorizations necessary for the lawful conduct of the
                        Business as presently conducted, and has to the best of
                        its actual knowledge, complied with all applicable
                        statutes, laws, ordinances, rules and regulations of all
                        governmental bodies, agencies and subdivisions having,
                        asserting or claiming jurisdiction over it, with respect
                        to the conduct of the Business, where the failure to so
                        comply could have a material adverse affect upon any of
                        the Assets. Any such permits and licenses will be
                        assigned or transferred to Purchaser to the extent
                        permitted by law, on or prior to the date hereof.

                10.     The Seller represents and warrants that the Warrant and
                        the Shares are being acquired by the Seller (or such
                        other individual or entity as shall be nominated by
                        Seller) for its personal account, for investment
                        purposes only, and not with a view to the distribution,
                        resale or other disposition thereof.

                11.     Seller acknowledges that Purchaser may issue shares upon
                        the exercise of the Warrant without registering such
                        shares under the Securities Act of l933, as amended (the
                        "Securities Act"), on the basis of certain exemptions
                        from such registration requirement. Accordingly, Seller
                        agrees that the exercise of the Warrant may be expressly
                        conditioned upon delivery to the Purchaser of an
                        investment certificate including such representations
                        and undertakings as the Purchaser may reasonably require
                        in order to assure the availability of such exemptions,
                        including a representation that the entity exercising
                        the Warrant is acquiring the shares for investment and
                        not with a present intention of selling or otherwise
                        disposing thereof and an agreement by such entity that
                        the certificates evidencing the shares may bear a legend
                        indicating such non-registration under the Securities
                        Act and the resulting restrictions on transfer. Seller
                        acknowledges that, because shares received upon exercise
                        of the Warrant may be unregistered, the shares may be
                        required to be held indefinitely unless they are
                        subsequently registered for resale under the Securities
                        Act or an exemption from such registration is available.

                12.     Seller hereby acknowledges that U.S. federal and state
                        securities laws may require the placement of certain
                        restrictive legends upon the Shares and the shares
                        issued upon exercise of the Warrant, and Seller hereby
                        consent to the placing of any such legends upon
                        certificates evidencing the Shares or such shares as the
                        Purchaser, or its counsel, may deem necessary or
                        advisable.


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<PAGE>   9
                13.     Neither this Agreement, nor any certificate, exhibit or
                        other written document provided to Purchaser by Seller
                        with respect to the transactions contemplated hereby
                        contains any untrue statement of a material fact nor
                        omits nor misstates any material fact which may
                        reasonably be expected to materially and adversely
                        affect any of the Assets.

                14.     Since the inception of the Business, the Seller has duly
                        filed all federal, state, county and local tax returns
                        required to have been filed, and have paid or caused to
                        be paid all taxes required to be paid, with respect to
                        the Business in those jurisdictions where the nature or
                        conduct of the Business requires such filing and where
                        the failure to do so would have a material adverse
                        affect on the Assets.

        C.      Representations and Warranties of Purchaser

                Purchaser represents and warrants to Seller as follows:

                1.      The execution and the delivery of this Agreement and the
                        other documents and agreements referenced or
                        contemplated herein and the consummation of the
                        transactions contemplated hereby and thereby will not:

                        a.      violate any term or provision of its Articles of
                                Incorporation or Bylaws; or

                        b.      violate or result in a breach of or constitute a
                                default under any judgment, order, decree, law,
                                rule, regulation or other restriction of any
                                court, government or governmental agency
                                relating to the Assets.

                2.      There are no actions, suits, or proceedings pending or,
                        to the knowledge of Purchaser, threatened which,
                        individually or in the aggregate, would have a material
                        adverse effect on or which would seek to question, delay
                        or prevent the consummation of, or materially impair the
                        ability of Purchaser to consummate, the transactions
                        contemplated hereby.

                3.      There are no authorizations, approvals, consents or
                        waivers required to be obtained from, or notices or
                        filings required to be given to or made with, any
                        government, governmental agency or third party for the
                        consummation by Purchaser of the transactions
                        contemplated hereby.

                4.      Upon consummation of the transactions contemplated
                        hereby, the Shares will be, and upon the exercise of the
                        Warrant (assuming the Seller has paid the exercise price
                        therefor), the shares of Common Stock issuable
                        thereunder will be, fully paid and non-assessable, and
                        issued to the Seller free and clear of all liens,
                        encumbrances, or claims of any kind or nature
                        whatsoever.

                5.      To the best of Purchaser's actual knowledge, neither
                        this Agreement, nor any certificate, exhibit or other
                        written document provided to Seller by Purchaser with
                        respect to the transactions contemplated hereby contains
                        any untrue



                                      -7-
<PAGE>   10

                        statement of a material fact nor omits nor misstates any
                        material fact which may reasonably be expected to
                        materially and adversely affect its ability to
                        consummate the transactions contemplated hereby.

                6.      No reports, schedules, forms, statements, exhibits and
                        other documents filed by the Purchaser with the
                        Securities and Exchange Commission pursuant to the
                        Securities Exchange Act of 1934, as amended (copies of
                        which have been made available by the Purchaser to the
                        Seller prior to the date hereof) contains any untrue
                        statement of a material fact nor omits nor misstates any
                        material fact, except as qualified or modified by
                        subsequent reports filed by the Purchaser with the
                        Securities and Exchange Commission or by other public
                        disclosure.

VI.     Covenants

        A.      Liability of The Parties

                1.      Liability of Seller

                        Seller shall be liable for and shall indemnify, defend
                        and hold Purchaser harmless from and against any and all
                        actual or threatened:

                        a.      actions, suits, liabilities, expenses (including
                                reasonable attorneys' fees), charges,
                                obligations, claims, taxes, assessments, amounts
                                in judgment or settlement, installment and lease
                                payments and any sums due or owing or which may
                                become due or owing, together with any penalties
                                or interest, applicable to or arising out of
                                Seller's possession, ownership, use or transfer
                                of the Assets and operation of the Business
                                prior to the date hereof, other than the Assumed
                                Liabilities; provided, however, any liability of
                                Seller pursuant to Section V.B.5 hereof as a
                                result of anticipating art not made of record to
                                the U.S. Patent and Trademark Office during
                                prosecution thereof and known to Purchaser or
                                its employees or agents as of the date of this
                                Agreement shall arise only if a patent included
                                in the Assets is found to be invalid or
                                unenforceable by a court of competent
                                jurisdiction and any such Seller's liability
                                with respect thereto shall be limited to
                                $500,000 less any net profits (defined as Net
                                Royalty Revenue (as defined in Attachment 7 to
                                this Agreement) less royalties paid to Seller)
                                realized by the Purchaser from: (i) licensing of
                                the Assets or (ii) sales of products
                                incorporating the technology of the Assets; and

                        b.      actions, suits, liabilities, expenses (including
                                reasonable attorneys' fees), charges,
                                obligations, claims and amounts in judgment or
                                settlement arising out of the products of the
                                Business made and sold by Seller.


                                      -8-
<PAGE>   11

                2.      Liability of Purchaser

                        Purchaser shall be liable for and shall indemnify,
                        defend and hold Seller harmless from and against any and
                        all actual or threatened

                        a.      actions, suits, liabilities, expenses (including
                                reasonable attorneys' fees), charges,
                                obligations, claims, taxes, assessments, amounts
                                in judgment or settlement, installment and lease
                                payments, and any sums due or owing or which may
                                become due or owing, together with any penalties
                                or interest applicable to or arising out of
                                Purchaser's possession, ownership and/or use of
                                the Assets and/or out of the Assumed Liabilities
                                on or after the date hereof, except to the
                                extent that the same relate to a breach by
                                Seller of a representation or warranty under
                                this Agreement or otherwise relate to a breach
                                of this Agreement; and

                        b.      actions, suits, liabilities, expenses (including
                                reasonable attorneys' fees), charges,
                                obligations, claims and amounts in judgment or
                                settlement arising out of the products made or
                                sold by Purchaser.

                3.      Negligence or Misconduct of Purchaser or Seller

                        Each party shall indemnify, and hold the other harmless
                        from and against any loss, expense, damage, liability or
                        claim to the extent caused by such indemnifying party's
                        negligence or misconduct during the performance of its
                        obligations under this Agreement.

                4.      Limitation of Liability

                        In no event shall either party seek or be entitled to an
                        award of exemplary or punitive damages against the
                        other.

        B.      Cooperation

                Each party agrees to provide to the other party, at such other
                party's request, reasonably required assistance in the defense
                or settlement of the matters referenced in Article VI.A.

        C.      Public Communications

                The Seller will cooperate with Purchaser, if necessary, with
                respect to the making of a public communications release
                relating to this Agreement. Except as may be required by
                applicable law, Seller and its affiliates, parents or
                subsidiaries shall not issue any press releases or other public
                communications relating to this Agreement or the transactions
                contemplated hereunder without the prior written consent of the
                Purchaser. In the event that any such press release or other
                public communication shall be required by applicable law, Seller
                shall first consult in good faith with the Purchaser with
                respect to the form and substance of such release or
                communication.


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<PAGE>   12

        D.      Bulk Sales

                Seller and Purchaser agree to waive compliance with Article 6 of
                the Uniform Commercial Code to the extent, if any, that it is
                applicable to the transactions contemplated hereby.

        E.      Delivery of Assets.

                Seller will make all of the Assets transferred hereby available
                to Purchaser at Seller's location. Purchaser shall bear all
                costs and expenses of transporting the Assets to the location of
                Purchaser's choice.

VII.    Taxes on This Purchase

        A.      Sales and Other Transfer Taxes

                Seller shall be responsible for the payment of and shall pay all
                sales and other transfer taxes incurred in connection with the
                sale of the Assets. In the event that the transactions
                contemplated hereby are subject to such taxes, and Purchaser is
                required to pay such taxes, Purchaser shall pay such taxes and
                Seller shall reimburse Purchaser therefor. Each party shall
                cooperate with the other in its filing of any forms required to
                be filed with respect to the determination and payment of such
                sales taxes.

        B.      Other Taxes

                Seller shall be responsible for the payment of any other taxes,
                such as use taxes, in connection with the consummation of the
                transactions contemplated hereby and shall indemnify, defend and
                hold Purchaser harmless from and against all liability for such
                taxes and for any interest and penalties which may be assessed
                on account of their nonpayment or otherwise. Each party shall
                cooperate with the other in its filing of any forms required to
                be filed with respect to the determination and payment of such
                taxes.

VIII.   Additional Agreements; Opinions

        A.      Concurrently with the execution of this Agreement, each party
                shall execute and deliver to the other the following (to the
                extent a party thereto):

                1.      Assignment Agreement - Intellectual Property Other than
                        Patents and Trademarks, in the form attached hereto as
                        ATTACHMENT 2.

                2.      Assignment Agreement - Trademarks, in the form attached
                        hereto as ATTACHMENT 3.

                3.      Assignment Agreement - Patents and Trademarks, in the
                        form attached hereto as ATTACHMENT 4.



                                      -10-
<PAGE>   13

                4.      Assignment Agreement - Contracts, in the form attached
                        hereto as ATTACHMENT 5.

        B.      On, or prior to the date hereof, Van Valkenberg Furber Law Group
                P.L.L.C., counsel to the Seller shall deliver, or shall have
                delivered, a legal opinion to the Purchaser in the form attached
                hereto as EXHIBIT B.

IX.     Miscellaneous

        A.      Expenses Generally

                Except as otherwise specifically provided herein and elsewhere
                in this Agreement, each party shall bear its own expenses
                incurred in connection with the preparation and execution of
                this Agreement and the consummation of the transactions
                contemplated hereby.

        B.      Notices

                All notices, requests, demands and other communications required
                or permitted under this Agreement shall be in writing and shall
                be deemed duly given if delivered sent by registered or
                certified mail, postage prepaid, as follows, or to such other
                address or person as any Party may designate by notice to the
                other Party or Parties hereunder:

                      If to Seller:

                             VIP Labs(R)
                             969 Thomas Street
                             Seattle, WA  98109-5212
                             Attention:  William S. Taraday

                      with a copy to:

                             Van Valkenberg Furber Law Group P.L.L.C.
                             1325 4th Avenue, Suite 1200
                             Seattle, Washington 98101
                             Attention: William E. Van Valkenberg, Esq.

                      If to Purchaser:

                             SRS Labs, Inc.
                             2909 Daimler Street
                             Santa Ana, CA 92705
                             Attention:  Janet M. Biski,
                             Vice President and Chief Financial Officer


                                      -11-
<PAGE>   14

                      with a copy to:

                         Stradling Yocca Carlson & Rauth
                         660 Newport Center Drive, Suite 1600
                         Newport Beach, California 92660-6441
                         Attention: Nick E. Yocca, Esq.

        C.      Amendments; Waivers

                This Agreement may not be changed orally and, except as
                otherwise provided specifically herein, no waiver of compliance
                with any provision or condition and no consent provided for in
                this Agreement shall be effective unless evidenced by an
                instrument in writing duly executed by the proper party. Either
                party may at any time waive compliance by the other party with
                any covenants or conditions contained in this Agreement only by
                written instrument executed by the party waiving such
                compliance. No such waiver, however, shall be deemed to
                constitute the waiver of any such covenant or condition in any
                other circumstance or the waiver of any other covenant or
                condition.

        D.      Section Headings

                The section and paragraph headings contained in this Agreement
                are for reference purposes only and shall not in any way affect
                the meaning or interpretation of this Agreement.

        E.      Counterparts

                This Agreement may be executed in one or more counterparts, each
                of which shall be deemed to be an original, but all of which
                together shall constitute one and the same instrument.

        F.      Assignment

                This Agreement shall be binding upon and inure to the benefit of
                successors and assigns of Seller and Purchaser and Purchaser may
                freely assign its rights and obligations under this Agreement;
                provided that the obligations of Seller under this Agreement may
                not be assigned without the prior written consent of the
                Purchaser, which consent shall not be unreasonably withheld.

        G.      Governing Law

                This Agreement shall be governed by, and construed and enforced
                in accordance with, the internal laws of the State of California
                without regard to California's conflict of law rules.


                                      -12-
<PAGE>   15

        H.      Disputes

                In lieu of litigation, all disputes under this Agreement shall
                be resolved as follows:

                        1.      Cooperation

                        The parties agree to cooperate with each other to
                        attempt to settle all disputes arising under this
                        Agreement without resort to arbitration.

                        2.      Arbitration

                        Any controversy or claim arising out of or relating to
                        this Agreement, or the breach thereof, shall be settled
                        by binding arbitration in a forum as selected by the
                        party asserting the claim.

                        a.      Procedure. Any party to this Agreement can
                                initiate arbitration pursuant to this Agreement
                                by serving notice on the other parties of an
                                intent to arbitrate. The notice shall specify
                                with particularity the claims or issues that are
                                to be arbitrated. Within ten days of receipt of
                                the notice by all parties, the parties shall use
                                all reasonable efforts to obtain a list of
                                available arbitrators from the local office of
                                the Judicial Arbitration and Mediation Service
                                ("JAMS") and select a mutually acceptable
                                arbitrator. If the parties are unable to agree
                                on an arbitrator within ten days, any party may
                                petition the Presiding Judge of the forum's
                                Superior Court to select a single arbitrator
                                from the JAMS list. The parties shall have the
                                discovery rights available under the forum's
                                Civil Rules, subject to the limitation that each
                                side shall be limited to no more than five
                                depositions unless, upon a showing of good
                                cause, the party can convince the arbitrator
                                that more depositions should be permitted. It
                                shall be the intention of the parties to select
                                an arbitrator and set a schedule according to
                                the following: (1) all discovery must be
                                concluded within 120 days of the selection of an
                                arbitrator, (2) the arbitration hearing must be
                                concluded within 30 days of the close of
                                discovery and it will be conducted in accordance
                                with the forum's Rules of Evidence, and (3) the
                                arbitrator's final decision shall be rendered
                                within ten days of the final hearing day.
                                Judgment upon the arbitrator's final award may
                                be entered in any court having jurisdiction
                                thereof.

                        b.      Costs and Fees. The parties shall bear in equal
                                shares the arbitrator's fees and costs. In those
                                cases where the arbitrator's judgment consists
                                solely of monetary damages, the prevailing party
                                in the arbitration shall be awarded its
                                reasonable attorneys' fees and all costs, other
                                than the arbitrator's fees and costs. For the
                                purpose of determining who is the prevailing
                                party, each side will submit to the other a
                                single written offer of settlement ten days
                                prior to the start of the arbitration hearing
                                and the party whose offer most closely resembles
                                the arbitrator's award shall



                                      -13-
<PAGE>   16

                                be deemed the prevailing party for the purpose
                                of awarding attorneys' fees.

        I.      Entire Agreement; Supersedure

                This Agreement constitutes the entire agreement and supersedes
                all prior agreements and understandings, both written and oral,
                between the parties with respect to the subject matter hereof.

        J.      Subsequent Invalidity, Illegality or Unenforceability

                In case any provision in this Agreement shall be invalid,
                illegal or unenforceable, the validity, legality and
                enforceability of the remaining provisions shall not in any way
                be affected or impaired.



                                      -14-
<PAGE>   17



        IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be duly executed as of the date first above written.


SRS Labs, Inc.                        R.G.A. & Associates, Ltd. d/b/a ToteVision
                                      and VIP Labs(R)


/s/ STEPHEN V. SEDMAK                 /s/ WILLIAM S. TARADAY
--------------------------------      -----------------------------------------
Stephen V. Sedmak, President          William S. Taraday, President