EXHIBIT 4.3  






QSOUND LABS, INC. 

SHARE PURCHASE WARRANT  



WARRANT CERTIFICATE
NO. 2006-*

WARRANT TO PURCHASE **** COMMON SHARES 



        THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR QUALIFIED UNDER THE SECURITIES LAW OF ANY STATE IN THE
UNITED STATES AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED
FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE
UNDERSIGNED, WITHOUT REGISTRATION AND QUALIFICATION OF THE WARRANT UNDER ALL APPLICABLE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. 



        THIS
IS TO CERTIFY THAT ***** (the “Holder”) is entitled to acquire in the
manner herein provided, subject to the restrictions herein contained, up to ***** (*****)
fully paid and non-assessable common shares (“Shares”) without nominal or par
value of the Company, as such are constituted as of the date hereof, at the exercise price
of Four Dollars and Fifty Cents U.S. ($4.50 U.S.) per Share (“Exercise Price”). 



     1.      
          The expiry date of this Share Purchase Warrant (“Warrant”) is March
          27, 2011 (“Expiry Date”). 



     2.      
          The Holder shall have the right to exercise this Warrant from time to time in
          whole or in part (in increments of at least 25, 000 Shares) up to 5:00 PM
          (Calgary time) on the Expiry Date. Following the Expiry Date this Warrant shall
          be void and of no force and effect. 



     3.      
          The right to acquire Shares of the Company may be exercised by the Holder or the
          Holder’s assignee by duly completing and executing the exercise form
          attached hereto, delivering to the Company a wire transfer or certified cheque
          in an amount equal to the number of common shares in respect of which this
          Warrant is being exercised multiplied by the Exercise Price, and delivering to
          the Company this Warrant. 



     4.      
          Upon each exercise of this Warrant the Company shall forthwith issue and deliver
          to the Holder share certificate(s) for the number of Shares purchased, and a new
          Share Purchase Warrant for the remaining warrants, if any. 



     5.      
          The Company agrees to file, at its expense, a short form registration statement
          under the United States Securities Act of 1933 to register the Shares issued
          upon any exercise of this Warrant, provided that the Company is not obligated to
          file more that one such registration statement annually (including any
          registration statement the Company may be required to file in connection with
          the convertible promissory note of even date). Subject to the foregoing
          restriction, upon written notice by the Holder requesting the filing of a
          registration statement, the Company shall use its best efforts to file such
          registration statement with thirty (30) days of such notice. the Company
          represents and warrants that it is currently eligible to file such a short form
          registration statement under the United States Securities Act of 1933. In
          addition, in the event the Company intends to file a registration statement
          under the United States Securities Act of 1933 to register the sale of common
          stock by the Company or by another security holder during or for a period of one
          year following the Term, the Company will notify Lender of that intent and offer
          to include any or all of the Shares held by Lender at the Company’s
          expense, and if Holder accepts such offer, it will not count against the above
          annual limit of registration of Shares. 



     6.      
          The holding of this Warrant Certificate shall not constitute the Holder a
          shareholder of the Company or entitle the Holder to any right or interest in
          respect hereof except as herein expressly provided. 



     7.      
          If the Company, between the date hereof and the Expiry Date, (a) consolidates
          its common shares into a lesser number of shares, subdivides its common shares
          into a greater number of shares or reclassifies its common shares, then when the
          right to acquire Shares pursuant hereto is exercised, the Holder shall have the
          right to receive and the obligation to take Shares in such number and
          description as the Holder would otherwise have if he had exercised the right of
          acquisition before such event and had held the Shares which he would have
          received until the actual exercise of the right of acquisition, or (b)
          consolidates, amalgamates or merges with any other company, then when the right
          to acquire pursuant 




















hereto is exercised, the Holder shall
have the right to receive and the obligation to take securities in the consolidated,
amalgamated or merged company as the Holder would otherwise have if it had exercised the
right of acquisition before such event and had held the securities it would have received
until the actual exercise of the right of acquisition. If during the Term the Company
issues securities (excluding employee options) convertible into common shares at a price
lower than the Lender’s exercise price, the Company agrees to adjust the
Holder’s exercise price to such lower price. 



     7.      
          The Holder acknowledges that the Shares to be issued upon the exercise of
          Warrants may not be registered pursuant to the Securities Act of 1933
          (“Act”) and may be subject to certain transfer restrictions, and the
          certificates representing the Shares may contain the following legend or such
          legend as may be requires from time to time to comply with the Act: 



“THE SECURITES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERES UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY
OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT
REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT
THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF SECURITYHOLDER’S COUNSEL,
ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT
FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.” 



     8.      
          All action taken pursuant hereto shall be made in accordance with all Canadian
          and United States securities laws and all applicable rules and regulations of
          the NASDAQ Stock Market. The Holder acknowledges that Shares issuable upon
          exercise of this Warrants are being acquired solely for the Holder’s own
          account and not as a nominee for any other party (provided that the Holder shall
          have the right to assign some or all of this Warrant to an accredited third
          party(s) reasonably satisfactory to the Company), and for investment, and that
          the Investor will not offer, sell or otherwise dispose of Shares acquired
          hereunder except under circumstances that will not result in a violation of the
          Act or any state securities laws. 



     9.      
          This Warrant shall not be valid for any purpose whatsoever unless and until it
          has been signed by or on behalf of the Company. 







        IN
WITNESS WHEREOF the Company has caused this Share Purchase Warrant to be signed by a
duly authorized officer as of March 27, 2006.  






	  	
QSOUND LABS, INC.





Per:  ___________________________________

President  























	To:	
QSound Labs, Inc.

400 - 3115 12th Street NE

Calgary, AB T2E 7J2

Canada

phone: 403 291 2492

fax: 403 250-1521

email: legal@qsound.com 




Attention:  Secretary









ELECTION TO EXERCISE 



        The
undersigned hereby exercises his, her or its rights to purchase ______________ Shares covered by
the within Warrant and tenders payment herewith in the amount of $_________ in accordance
with the terms thereof, and requests that certificates for such securities be issued
delivered to the address set out below and, if such number of Shares shall not be all of the
Shares covered by the within Warrant, that a new Warrant for the balance of the Shares
covered by the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below. 







Dated:  _________________________________________



Signature:  ______________________________________



Name:  _________________________________________



Address:    ______________________________________



______________________________________________