##### 



Exhibit 10.9




---



##### 



TABLE OF CONTENTS
 Page(s)ARTICLE I PURCHASE AND SALE OF ASSETS
    
    
    1Section 1.1 Sale and Transfer of Assets
    
    
    1Section 1.2 Assumption of Liabilities
    
    
    2Section 1.3 Excluded Liabilities
    
    
    2Section 1.4 The Purchase Price
    
    
    3Section 1.5 Allocation of Purchase Price; Tax Filings
    
    
    3ARTICLE II THE CLOSING
    
    
    4Section 2.1 The Closing
    
    
    4Section 2.2 Deliveries by Seller and Seller Subsidiary
    
    
    4Section 2.3 Deliveries by Purchaser
    
    
    5ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUBSIDIARY
    
    
    5Section 3.1 Authorization
    
    
    5Section 3.2 Binding Agreement
    
    
    6Section 3.3 Good Title Conveyed
    
    
    6Section 3.4 Organization; Qualification of Seller
    
    
    6Section 3.5 Subsidiaries and Affiliates
    
    
    6Section 3.6 Consents and Approvals; No Violations
    
    
    6Section 3.7 SEC Reports and Financial Statements
    
    
    7Section 3.8 Property Held by Others
    
    
    8Section 3.9 Absence of Certain Changes
    
    
    8Section 3.10 Title to Properties; Encumbrances
    
    
    8Section 3.11 Environmental Matters
    
    
    8Section 3.12 Contracts and Commitments
    
    
    8Section 3.13 Customers
    
    
    9Section 3.14 Litigation
    
    
    9Section 3.15 Compliance with Laws
    
    
    9Section 3.16 Employee Benefit Plans
    
    
    9Section 3.17 Tax Matters
    
    
    9Section 3.18 Intellectual Property
    
    
    10Section 3.19 Solvency
    
    
    12Section 3.20 Brokers or Finders
    
    
    12Section 3.21 Full Disclosure
    
    
    12Section 3.22 Proxy Statement
    
    
    13




---



##### 



Page(s)ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    13Section 4.1 Organization
    
    
    13Section 4.2 Authorization; Validity of Agreement; Necessary Action
    
    
    13Section 4.3 Consents and Approvals; No Violations
    
    
    13Section 4.4 Brokers or Finders
    
    
    14Section 4.5 Information Supplied
    
    
    14ARTICLE V COVENANTS
    
    
    14Section 5.1 Interim Operations of Seller and Seller Subsidiary
    
    
    14Section 5.2 Access; Confidentiality
    
    
    15Section 5.3 Stockholder Meeting
    
    
    15Section 5.4 Proxy Statement
    
    
    16Section 5.5 Efforts and Actions to Cause Closing to Occur
    
    
    16Section 5.6 Notification of Certain Matters
    
    
    17Section 5.7 No Solicitation of Competing Transaction
    
    
    18Section 5.8 No Assumption of Labor Liabilities
    
    
    18Section 5.9 Subsequent Actions
    
    
    19Section 5.10 Publicity
    
    
    19Section 5.11 Mail Received After Closing
    
    
    19Section 5.12 Access to Books and Records
    
    
    19Section 5.13 Waiver of Bulk Sales Requirement
    
    
    19Section 5.14 Accounts Receivable
    
    
    20Section 5.15 Proxy Solicitation Efforts
    
    
    20Section 5.16 Post-Closing Assignment
    
    
    20ARTICLE VI CONDITIONS
    
    
    21Section 6.1 Conditions to Each Partys Obligation to Effect the Closing
    
    
    21Section 6.2 Conditions to Obligations of Purchaser to Effect the Closing
    
    
    21Section 6.3 Conditions to Obligations of Seller to Effect the Closing
    
    
    22ARTICLE VII TERMINATION
    
    
    23Section 7.1 Termination
    
    
    23Section 7.2 Effect of Termination
    
    
    24ARTICLE VIII INDEMNIFICATION
    
    
    24Section 8.1 Indemnification; Remedies
    
    
    24Section 8.2 Limitations
    
    
    24Section 8.3 Notice of Claim; Defense
    
    
    25Section 8.4 Survival of Indemnification Claims
    
    
    25Section 8.5 Tax Effect of Indemnification Payments
    
    
    25




---



##### 



Page(s)Section 8.6 Survival of Covenants, Representations and Warranties
    
    
    25ARTICLE IX DEFINITIONS AND INTERPRETATION
    
    
    26Section 9.1 Definitions
    
    
    26Section 9.2 Interpretation
    
    
    30ARTICLE X MISCELLANEOUS
    
    
    31Section 10.1 Fees and Expenses
    
    
    31Section 10.2 Amendment and Modification
    
    
    31Section 10.3 Notices
    
    
    31Section 10.4 Counterparts
    
    
    32Section 10.5 Entire Agreement; No Third Party Beneficiaries
    
    
    32Section 10.6 Severability
    
    
    33Section 10.7 Governing Law
    
    
    33Section 10.8 Enforcement; Venue
    
    
    33Section 10.9 Time of Essence
    
    
    33Section 10.10 Extension; Waiver
    
    
    33Section 10.11 Election of Remedies
    
    
    33Section 10.12 Assignment
    
    
    34
 EXHIBITS




---



##### 



Purchaser Purchaser Subsidiary Seller Seller Subsidiary
      Sale and Transfer of Assets Exhibit A Assumption Agreement Purchased Assets




---



##### 



provided that
 Assumption of Liabilities Assumed Liabilities
 Excluded Liabilities Excluded Liabilities




---



##### 



The Purchase Price
 Allocation of Purchase Price; Tax Filings Exhibit B Exhibit B




---



##### 



The Closing
 Deliveries by Seller and Seller Subsidiary
 Exhibit
C
        Exhibit D




---



##### 



provided that
 Deliveries by Purchaser
      
  Authorization




---



##### 



Stockholder Approval
 Binding Agreement
 Good Title Conveyed
 Organization; Qualification of Seller
 Subsidiaries and Affiliates
 Consents and Approvals; No Violations Proxy Statement




---



##### 



SEC Reports and Financial Statements
 Seller SEC Documents




---



##### 



Property Held by Others
 Absence of Certain Changes
    Title to Properties; Encumbrances
 Environmental Matters
 Contracts and Commitments




---



##### 



Customers
 Litigation
 Compliance with Laws
 Employee Benefit Plans
 Tax Matters




---



##### 



Intellectual Property
     Software




---



##### 



Disabling Code Contaminant
  Trade Secrets




---



##### 



Solvency
 Brokers or Finders
 Full Disclosure




---



##### 



Proxy Statement
     Organization
 Authorization; Validity of Agreement; Necessary Action
 Consents and Approvals; No Violations




---



##### 



Brokers or Finders
 Information Supplied
   Interim Operations of Seller and Seller Subsidiary
 Schedule Schedule E
 provided that th




---



##### 



provided that
    Access; Confidentiality
 Stockholder Meeting Stockholder Meeting




---



##### 



Proxy Statement
 Efforts and Actions to Cause Closing to Occur




---



##### 



Notification of Certain Matters




---



##### 



No Solicitation of Competing Transaction
    No Assumption of Labor Liabilities




---



##### 



Subsequent Actions
   Publicity
 Mail Received After Closing
 Access to Books and Records
 Waiver of Bulk Sales Requirement




---



##### 



Accounts Receivable th Closing Quarter Royalty Payment th
 Proxy Solicitation Efforts
 Post-Closing Assignment
 Pre-Closing Delivery




---



##### 



Conditions to Each Partys Obligation to Effect the Closing
 Statutes; Court Orders
 Stockholder Approval
 Conditions to Obligations of Purchaser and Purchaser Subsidiary to Effect the
Closing
 Government Action
  Officers Certificate
 Consents Obtained
 Material Adverse Change




---



##### 



Material Liabilities
 Representations and Warranties
 Confirming Inspection
 Breach
  Conditions to Obligations of Seller to Effect the Closing
 Representations and Warranties
 Breach




---



##### 



Officers Certificate
    Termination




---



##### 



Effect of Termination provided that
   Indemnification; Remedies
     Limitations
 provided however




---



##### 



Notice of Claim; Defense . provided however
 Survival of Indemnification Claims
 Tax Effect of Indemnification Payments
 Survival of Covenants, Representations and Warranties th




---



##### 



Definitions
 Acquisition Proposal
 Affiliate
 Agreement this Agreement
 Associate
 Assumed Contracts Exhibit E
 Assumed Liabilities
 Assumption Agreement
 Balance Sheet
 Balance Sheet Date
 Business
 Closing
 Closing Date
 Closing Quarter Royalty Payment
 Code




---



##### 



Copyrights
 DGCL
 Disclosure Schedule
 Effective Time
 Encumbrances
 Environmental Claim
 Environmental Law
 ERISA
 Exchange Act
 Excluded Liabilities
 GAAP
 Governmental Entity




---



##### 



Intellectual Property
 Liabilities
 Licenses
 Losses
 Materials of Environmental Concern
 Patents
 Person
 Plan
 Proxy Statement
 Purchased Assets
 Purchaser
 Purchaser Subsidiary
 Purchaser Indemnified Persons
 Securities Act




---



##### 



SEC
 Seller
 Seller Common Stock
 Seller Intellectual Property
 Seller Software
 Seller SEC Documents
 Seller Subsidiary
 Stockholder Approval
 Subsidiary
 Tax Taxes
 Tax Return
 Trademarks
 Trade Secrets




---



##### 



Transactions
 Transfer Taxes
 Transfer Tax Payor
 Interpretation




---



##### 



Fees and Expenses
 Amendment and Modification Schedule
E
 Notices




---



##### 



Counterparts
 Entire Agreement; No Third Party Beneficiaries




---



##### 



Severability
 Governing Law
 Enforcement; Venue
 Time of Essence
 Extension; Waiver
 Election of Remedies




---



##### 



Assignment
 Joint and Several Liability




---



##### 



DTS, INC.By:
    /s/  JON E. KIRCHNERName:
    Jon KirchnerTitle:
    President & Chief Executive OfficerDTS BVI LIMITEDBy:
    /s/  JON E. KIRCHNERName:
    Jon E. KirchnerTitle:
    ChairmanSPATIALIZER AUDIO LABORATORIES, INC.By:
    /s/  HENRY R. MANDELLName:
    Henry R. MandellTitle:
    ChairmanDESPER PRODUCTS, INC.By:
    /s/  HENRY R. MANDELLName:
    Henry R. MandellTitle:
    President