1 EXHIBIT 2.2 January 3, 2001 S3 Graphics Co., Ltd. c/o VIA Technologies, Inc. 8F, No. 553 Chung-Cheng Road Hsing-Tien, Taipei Taiwan Dear Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Investment Agreement among...

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                                                                     EXHIBIT 2.2



                                 January 3, 2001



S3 Graphics Co., Ltd.
x/x XXX Xxxxxxxxxxxx, Xxx.
0X, Xx. 000 Xxxxx-Xxxxx Xxxx
Xxxxx-Xxxx, Xxxxxx
Xxxxxx

Dear Ladies and Gentlemen:

     Reference is hereby made to that certain Amended and Restated Investment
Agreement among SONICblue Incorporated (formerly S3 Incorporated) ("SONICblue"),
VIA Technologies, Inc. ("VIA") and S3 Graphics Co., Ltd. ("JV"), dated August
28, 2000 (the "Agreement").

     Pursuant to Section 2.2(f) of the Agreement, SONICblue hereby designates
SONICA3, Inc. to receive 100,000,000 Class A Shares of JV at the Closing (as
defined in the Agreement).

                                       Very truly yours,

                                       SONICblue Incorporated

                                       By: /s/ Xxx Xxxxxxxxx
                                           --------------------------
                                           Xxx Xxxxxxxxx
                                           Chief Executive Officer